UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 |
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO HIGH INCOME 2024 TARGET TERM FUND
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SENIOR INCOME TRUST
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
INVESCO VALUE MUNICIPAL INCOME TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Invesco Advantage Municipal Income Trust II (VKI)
Invesco Bond Fund (VBF)
Invesco California Value Municipal Income Trust (VCV)
InvescoHighIncome2024TargetTermFund (IHTA)
Invesco High Income Trust II (VLT)
Invesco Municipal Income Opportunities Trust (OIA)
Invesco Municipal Opportunity Trust (VMO)
Invesco Municipal Trust (VKQ)
Invesco Pennsylvania Value Municipal Income Trust (VPV)
Invesco Quality Municipal Income Trust (IQI)
Invesco Senior Income Trust (VVR)
Invesco Trust for Investment Grade Municipals (VGM)
Invesco Trust for Investment Grade New York Municipals (VTN)
Invesco Value Municipal Income Trust (IIM)
11 Greenway Plaza
Houston, Texas 77046-1173
NOTICE OF JOINT ANNUAL MEETING AND JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held August29, 2024
Notice is hereby given to the holders of common shares of beneficial interest (the “ Common Shares ”) and, as applicable, the holders of preferred shares of beneficial interest (the “ Preferred Shares ”) of each Invesco closed-end fund listed above (each a “ Fund ” and together the “ Funds ”) that a separate Joint Annual Meeting and Joint Special Meeting of Shareholders of the Funds will be held at 11 Greenway Plaza, Houston, Texas 77046-1173, on August29, 2024. The Joint Annual Meeting will be held at 1:00 p.m. Central Daylight Time (the “ First Meeting ”). The Joint Special Meeting will be held at 1:30 p.m. Central Daylight Time (the “ Second Meeting ”) (each a “ Meeting ” and collectively, the “ Meetings ”).
The First Meeting is to be held for the followingpurpose:
1. Proposal 1: To elect trustees in the followingmanner:
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Funds |
TrusteeNomineesforElection | ShareholdersEntitledtoVote | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Proposal1(a) |
VKI, VCV, VMO,VKQ, VPV,IQI,VVR, VGM, VTN andIIM |
ElizabethKrentzman
Robert C. Troccoli Carol Deckbar Douglas Sharp |
CommonShareholdersand
PreferredShareholders, voting together |
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Proposal1(b) |
VBF,OIA, VLT and IHTA |
Elizabeth Krentzman
Robert C. Troccoli Carol Deckbar Douglas Sharp | CommonShareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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You may send in another duly executed proxy card bearing a later date, prior to a Meeting. |
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You may submit a proxy by telephone, via the internet, or via an alternative method of voting permitted by your broker, with a later date. |
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You may notify the Funds’ Secretary in writing before a Meeting that you have revoked your proxy. |
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You may vote in person at a Meeting, as set forth above under the heading, “How Do I Vote in Person? |
Invesco Advantage Municipal Income Trust II (VKI)
Invesco Bond Fund (VBF)
Invesco California Value Municipal Income Trust (VCV)
InvescoHighIncome2024TargetTermFund (IHTA)
Invesco High Income Trust II (VLT)
Invesco Municipal Income Opportunities Trust (OIA)
Invesco Municipal Opportunity Trust (VMO)
Invesco Municipal Trust (VKQ)
Invesco Pennsylvania Value Municipal Income Trust (VPV)
Invesco Quality Municipal Income Trust (IQI)
Invesco Senior Income Trust (VVR)
Invesco Trust for Investment Grade Municipals (VGM)
Invesco Trust for Investment Grade New York Municipals (VTN)
Invesco Value Municipal Income Trust (IIM)
11 Greenway Plaza
Houston, Texas 77046-1173
JOINT PROXY STATEMENT
FOR
JOINT ANNUAL MEETING AND JOINT SPECIAL MEETING OF SHAREHOLDERS
To be Held August29, 2024
INTRODUCTION
This Joint Proxy Statement is being furnished in connection with the solicitation of proxies by the Boards of Trustees (the “ Board ”) of each fund listed above (each a “ Fund ” and together the “ Funds ”). The proxies are to be voted at (a)a Joint Annual Meeting of Shareholders of the Funds, and all adjournments thereof (the “ First Meeting ”), to be at 11Greenway Plaza, Houston, Texas 77046-1173, on August29, 2024, at 1:00 p.m. Central Daylight Time and (b)a Joint Special Meeting of Shareholders of the Funds, and all adjournments thereof (the “ Second Meeting ”), to be held at the same location, on August29, 2024, at 1:30 p.m. Central Daylight Time (each a “ Meeting ” and collectively, the “ Meetings ”). The First Meeting will be an annual meeting for each Fund. The approximate mailing date of this Joint Proxy Statement and accompanying proxy card(s) is on or about July3, 2024.
Participating in the Meetings are holders of common shares of beneficial interest (the “ Common Shares ”) and, where applicable, the holders of preferred shares of beneficial interest (the “ Preferred Shares ”) of each Fund as set forth in AnnexA to this Joint Proxy Statement. The Common Shares and the Preferred Shares of the Funds are sometimes referred to herein collectively as the “ Shares .” The Board has fixed May31, 2024 as the record date (the “ Record Date ”) for the determination of holders of Shares of each Fund entitled to vote at each Meeting.
The Common Shares of each of the Funds are listed on the New York Stock Exchange (the “ NYSE ”). The NYSE ticker symbol of each Fund and the amount of Common Shares and Preferred Shares outstanding as of the Record Date are shown in AnnexA to this Joint Proxy Statement. Each Fund is a closed-end fund organized as a Delaware statutory trust.
Each Meeting is scheduled as a joint meeting because the shareholders of the Funds are expected to consider and vote on similar matters.
If you have any questions about the information set forth in this Joint Proxy Statement, please contact our solicitor at 1-833-876-2299 or visit our website at www.invesco.com/us.
Important Notice Regarding the Availability of Proxy Materials for the Meetings
This Joint Proxy Statement and a copy of the proxy card(s) (together, the “ Proxy Materials ”) are available at https://www.proxyvotinginfo.com/p/invesco2024 . The Proxy Materials will be available on the internet through the day of the Meetings.
Each Fund will furnish, without charge, a copy of its most recent annual report (and the most recent semiannual report succeeding the annual report, if any) to any shareholder upon request. Any such request should be directed to the Secretary of the respective Fund by calling 1-800-959-4246, or by writing to the Secretary of the respective Fundat 11Greenway Plaza, Houston, Texas 77046-1173.
Only one copy of this proxy statement will be delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. Upon request, we will deliver a separate copy of this proxy statement to a shareholder at a shared address to which a single copy of this proxy statement was delivered. Any shareholder who wishes to receive a separate proxy statement should contact their Fund at 1-833-876-2299.
Overview of the Proposals
The following summarizes the proposals concerning trustee elections to be presented at the First Meeting and the proposals concerning the fundamental restrictions of the Funds to be presented at the Second Meeting that the shareholders of each Fund, as applicable, are entitled to vote upon (collectively, the “ Proposals ”). The Board unanimously approved the Proposals and has determined that the Proposals are in the best interests of your Fund(s).
The First Meeting - Proposal 1: Election of Trustees (the “ Election Proposal ”)
The following table summarizes the proposal concerning trustee elections to be presented at the First Meeting and the shareholders entitled to vote.
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Funds |
TrusteeNomineesforElection | ShareholdersEntitledtoVote | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proposal1(a) | VKI, VCV, VMO, VKQ, VPV, IQI, VVR, VGM, VTN and IIM |
ElizabethKrentzman
Robert C. Troccoli Carol Deckbar Douglas Sharp |
CommonShareholdersand
PreferredShareholders, voting together |
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| Proposal1(b) |
VBF,OIA, VLT and IHTA |
Elizabeth Krentzman
Robert C. Troccoli Carol Deckbar Douglas Sharp | CommonShareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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Funds |
Sub-Proposal |
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Sub-Proposal 1(a)-(h) |
VKI,VCV,VMO, VKQ, VPV, IQI, VVR, VGM, VTN, IIM, VBF, OIA and VLT | To amend the fundamental investment restriction regarding: (a) diversification (for each Fund listed with the exception of VPV), (b) borrowing, (c) issuing senior securities, (d) underwriting, (e) lending, (f) purchasing and selling real estate, (g) purchasing and selling commodities, and (h) industry concentration | ||
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Sub-Proposal 2(a) |
IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO and VPV | To remove the fundamental investment restriction regarding purchasing on margin | ||
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Sub-Proposal 2(b) |
IQI, OIA, VKQ, VCV, VKI, VBF, VGM, VLT, VVR, VTN, VMO and VPV | To remove the fundamental investment restriction regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options | ||
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Funds |
Sub-Proposal |
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Sub-Proposal 2(c) |
IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO and VPV | To remove the fundamental investment restriction regarding investing for control or management | ||
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Sub-Proposal 2(d) |
IQI, OIA and VBF | To remove the fundamental investment restriction regarding investing in management-owned securities | ||
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Sub-Proposal 2(e) |
VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO and VPV | To remove the fundamental investment restriction regarding investing in other investment companies | ||
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Sub-Proposal 2(f) |
IQI, OIA, VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO and VPV | To remove the fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs | ||
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Sub-Proposal 2(g) |
IQI and OIA | To remove the fundamental investment restriction regarding purchasing taxable debt | ||
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Sub-Proposal 2(h) |
IQI and OIA | To remove the fundamental investment restriction regarding investing in unseasoned companies | ||
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Sub-Proposal 2(i) |
IQI and OIA | To remove the fundamental investment restriction regarding investing in common stock | ||
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Sub-Proposal 2(j) |
IQI and OIA | To remove the fundamental investment restriction regarding pledging of assets | ||
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Sub-Proposal 2(k) |
OIA | To remove the fundamental investment restriction regarding investing in restricted securities | ||
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Sub-Proposal 2(l) |
VKQ, VCV, VTN and VMO | To remove the fundamental investment restriction regarding investing for short-term profit | ||
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Sub-Proposal 2(m) |
VBF | To remove the fundamental investment restriction regarding investing in preferred stock | ||
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Sub-Proposal 2(n) |
VBF | To remove the fundamental investment restriction regarding investing in debt securities | ||
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Funds |
Sub-Proposal |
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Sub-Proposal 2(o) |
VBF | To remove the fundamental investment restriction regarding joint trading | ||
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Sub-Proposal 2(p) |
VVR | To remove the fundamental investment restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund | ||
Voting at the Meetings
Shareholders of a Fund on the Record Date are entitled to one vote per Share, and a proportionate fractional vote for each fractional Share, with respect to each applicable Proposal or Sub-Proposal, with no Share having cumulative voting rights. The voting requirement for passage of a particular Proposal depends on the nature of the Proposal. The voting requirement of each Proposal or Sub-Proposal is described below. A majority of the outstanding Shares of a Fund entitled to vote at a Meeting must be present at the Meeting or represented by proxy to have a quorum for such Fund to conduct business at the Meeting. Shareholders do not have rights of appraisal with respect to any matter to be acted upon at the Meetings.
If you intend to attend the Meetings in person and you are a record holder of a Fund’s Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meetings in person and you hold your Shares through a bank, broker or other custodian ( i.e. , in “ street name ”), in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares of a Fund, such as your voting instruction form (or a copy thereof) or a broker’s statement indicating ownership as of a recent date.
If you hold your Shares in “ street name ,” you will not be able to vote your Shares in person at either Meeting unless you have previously requested and obtained a “ legal proxy ” from your broker, bank or other nominee and present it at the Meetings.
You may contact the Funds at 1-800-959-4246 to obtain directions to the site of the Meeting.
The Funds do not know of any business other than the Proposals that will, or are proposed to be, presented for consideration at the First Meeting and Second Meeting. If any other matters are properly presented, the persons named on the enclosed proxy card(s) shall vote proxies in accordance with their best judgment.
Required Vote
With respect to the Election Proposal for VKI, VCV, VMO, VKQ, VPV, IQI, VVR, VGM, VTN and IIM, holders of Common Shares and holders of Preferred Shares of each applicable Fund will vote together as a single class for the respective Nominees. The affirmative vote of a majority of the outstanding Shares of each such Fund present at the First Meeting or represented by proxy and entitled to vote is required to elect each Nominee for Trustee of such Fund designated to be elected by the holders of the Common Shares and the holders of Preferred Shares of such Fund, voting together as a single class.
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With respect to the Election Proposal for VBF, OIA, VLT and IHTA, holders of Common Shares of each applicable Fund will vote for the respective Nominees. The affirmative vote of a majority of the outstanding Common Shares of each such Fund present at the First Meeting or represented by proxy and entitled to vote is required to elect each Nominee for Trustee of such Fund designated to be elected by the holders of the Common Shares of such Fund.
With respect to each of the Sub-Proposals in the Investment Restriction Proposals for each Fund, as applicable, holders of Common Shares and holders of Preferred Shares, as applicable, will vote together as a single class for each Sub-Proposal to amend or remove, as applicable, the respective current fundamental investment restriction. The affirmative vote of the lesser of (a)67% or more of the shares present at the Second Meeting, if the holders of more than 50% of an Updating Fund’s outstanding shares are present or represented by proxy at the Second Meeting; or (b)more than 50% of an Updating Fund’s outstanding shares is required to amend or remove the fundamental restriction for the related affected Fund. This voting standard is often referred to as a “1940 Act Vote.” OIA, VBF and VLT currently do not have Preferred Shares outstanding.
The voting standards to approve the Nominees in the Election Proposal and each of the Sub-Proposals in the Investment Restriction Proposals differ because the applicable Funds’ governing documents specify that an affirmative vote of a majority of the outstanding shares of each such Fund present at the First Meeting or represented by proxy and entitled to vote is required to elect trustees, while the 1940 Act, in conjunction with the applicable Funds’ registration statements and governing documents, specify that a 1940 Act Vote is required for changes to fundamental investment restrictions, including the removal of such restrictions.
All Shares represented by properly executed proxies received prior to a Meeting will be voted at the Meeting in accordance with the instructions marked thereon. With respect to the First Meeting concerning the Election Proposal, proxies on which no vote is indicated will be voted “FOR” each Nominee. Proxies marked “WITHHOLD,” which is the equivalent of an abstention, will not be voted “FOR” the Nominee, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST.”
With respect to the Second Meeting concerning each of the Sub-Proposals in the Investment Restriction Proposals for each Fund, if you sign your proxy card(s) but do not specify how to vote your shares (i.e., “FOR,” “AGAINST” OR “ABSTAIN”), your proxy will vote your shares “FOR” each Sub-Proposal, as recommended by the Board. Proxies marked “ABSTAIN” with respect to a Sub-Proposal will not be voted “FOR” the Sub-Proposal, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST” the Sub-Proposal.
An unfavorable vote for a Nominee or Sub-Proposal by the shareholders of one Fund will not affect the election of the Nominee or implementation of such Sub-Proposal by another Fund if the Nominee or Sub-Proposal is approved by the shareholders of the other Fund. An unfavorable vote for a particular Nominee or Sub-Proposal by the shareholders of a Fund will not affect such Fund’s election of other Nominees or implementation of other
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Sub-Proposals that receive a favorable vote. There is no cumulative voting with respect to the election of Trustees, the Sub-Proposals or any other matter.
Broker Non-Votes
Broker non-votes arise when shares are held by brokers or nominees, typically in “street name,” and (i)instructions have not been received from the beneficial owners or persons entitled to vote and (ii)the broker or nominee does not have discretionary voting power on a particular matter.
With respect to the Election Proposal, under the rules of the NYSE, brokers may vote at the First Meeting in their discretion on the election of trustees of a closed-end fund. Under the rules of the NYSE, beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by their brokers in favor of the Election Proposal. Broker-dealers and other financial intermediaries who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. Because there are no proposals expected to come before the First Meeting for which brokers or nominees do not have discretionary voting power, the Funds do not anticipate receiving any broker non-votes for the First Meeting.
With respect to the Sub-Proposals of the Investment Restriction Proposals, broker non-votes at the Second Meeting will have the same effect as a vote against. Because the Second Meeting involves only non-routine matters, it is expected that broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers, and therefore there are unlikely to be any broker non-votes at the Second Meeting.
We urge you to provide instructions to your broker or nominee to ensure that your votes may be counted at both Meetings.
Revoking a Proxy
Shareholders who execute proxies may revoke them at any time before they are voted by filing a written notice of revocation before a Meeting with the respective Fund, by delivering a duly executed proxy bearing a later date, by attending the Meeting and voting in person, by filing a revocation using any electronic, telephonic, computerized or other alternative means, or by written notice of the death or incapacity of the maker of the proxy received by the Fund prior to each Meeting. Shareholders who wish to vote at a Meeting and who hold their shares in “street name” through a brokerage or similar account should obtain a “ legal proxy ” from their broker in order to vote at the Meeting and follow the instructions detailed above.
Adjourning a Meeting
With respect to each Fund, the vote of the holders of one-third of the Shares cast whether or not a quorum is present, or the chair of the First Meeting in his or her discretion, will have the power to adjourn the First Meeting with regard to a particular proposal scheduled to be voted on at the First Meeting or to adjourn the First Meeting entirely from time to time without notice. With respect to each Fund, the vote of the holders of one-third
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of the Shares cast whether or not a quorum is present, or the chair of the Second Meeting in his or her discretion, will have the power to adjourn the Second Meeting with regard to a particular proposal scheduled to be voted on at the Second Meeting or to adjourn the Second Meeting entirely from time to time without notice.
Provided a quorum is present, any business may be transacted at such adjourned meeting that might have been transacted at the Meeting as originally notified. A meeting may be adjourned from time to time without further notice to shareholders to a date not more than 120days after the original meeting date for such meeting. In voting for the adjournment, the persons named as proxies may vote their proxies in favor of one or more adjournments of the First Meeting or Second Meeting, or the chair of the First Meeting or Second Meeting may call an adjournment, provided such persons determine that such adjournment is reasonable and in the best interests of shareholders and the Funds, based on a consideration of such factors as they may deem relevant.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL OF THE NOMINEES IN THE ELECTION PROPOSAL AND FOR THE AMENDMENTS AND/OR REMOVALS OF THE FUNDAMENTAL RESTRICTIONS OF THE FUNDS, AS APPLICABLE, IN THE INVESTMENT RESTRICTION PROPOSALS.
Investment Adviser of the Funds
The investment adviser for each Fund is Invesco Advisers, Inc. (“ Invesco ” or the “ Adviser ”). The Adviser is a wholly owned subsidiary of Invesco Ltd. The Adviser is located at 1331Spring Street, NW, Suite 2500, Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
Sub-Advisers of the Funds
The Adviser has entered into a sub-advisory agreement with certain affiliates to serve as sub-advisers to each Fund (except IHTA), pursuant to which these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. The affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940 are Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., and Invesco Canada Ltd. (each a “ Sub-Adviser ” and collectively, the “ Sub-Advisers ”). Each Sub-Adviser is an indirect wholly owned subsidiary of Invesco Ltd.
Other Service Providers of the Funds
Administration Services
Each Fund has entered into a master administrative services agreement with the Adviser, pursuant to which the Adviser performs or arranges for the provision of accounting
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and other administrative services to each Fund which are not required to be performed by the Adviser under its investment advisory agreement with each Fund. Pursuant to a subcontract for administrative services with the Adviser, State Street Bank and Trust Company performs certain administrative functions for the Funds. State Street Bank and Trust Company is located at 225 Franklin Street, Boston, Massachusetts 02110-2801. Invesco Senior Income Trust has also entered into an additional administration agreement with the Adviser. Each Fund has also entered into a support services agreement with Invesco Investment Services, Inc. The principal business address of Invesco Investment Services, Inc. is 11Greenway Plaza, Houston, Texas 77046-1173.
Custodian and Transfer Agents
The custodian for each Fund is State Street Bank and Trust Company, located at 225Franklin Street, Boston, Massachusetts 02110-2801. The transfer agent for the Common Shares for each Fund is Computershare Trust Company, N.A., located at 250 Royall Street, Canton, MA 02021. The transfer agent for the Preferred Shares for the applicable Funds is Deutsche Bank Trust Company Americas, Trust Agency Services, located at 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1710, New York, NY 10019.
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FIRST MEETING – PROPOSAL 1
ELECTION OF TRUSTEES PROPOSAL (THE “ ELECTION PROPOSAL ”)
At the First Meeting, with respect to each of Invesco Bond Fund, Invesco Municipal Income Opportunities Trust, Invesco High Income 2024 Target Term Fund and Invesco High Income Trust II, holders of Common Shares will vote with respect to the election of Elizabeth Krentzman, Robert C. Troccoli, Carol Deckbar and Douglas Sharp.
At the First Meeting, with respect to each of Invesco Advantage Municipal Income Trust II, Invesco California Value Municipal Income Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Senior Income Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income Trust, holders of Common Shares and holders of Preferred Shares of each of these Funds will vote together with respect to the election of Elizabeth Krentzman, Robert C. Troccoli, Carol Deckbar and Douglas Sharp.
All Nominees have consented to being named in this Joint Proxy Statement and have agreed to serve if elected. Carol Deckbar was initially identified during a search process for potential candidates that was undertaken by the independent trustees with the assistance of a third-party search firm and was recommended for consideration as a nominee for Trustee by the independent trustees. Douglas Sharp was recommended for consideration as a nominee for Trustee by Invesco management. Robert C. Troccoli and Elizabeth Krentzman were previously elected by shareholders in 2021. Carol Deckbar and Douglas Sharp are being nominated for election to the Board of each Fund by shareholders for the first time.
If elected at the First Meeting, each Trustee will serve until the later of such Fund’s Annual Meeting of Shareholders in 2027 or until his or her successor has been duly elected and qualified. As in the past, only one class of Trustees is being submitted to shareholders of each Fund for election at the First Meeting. Each Fund’s Amended and Restated Agreement and Declaration of Trust (each, a “ Declaration of Trust ”) provides that the Board shall be divided into three classes. For each Fund, only one class of Trustees is elected at each annual meeting, so that the regular term of only one class of Trustees will expire annually and any particular Trustee stands for election only once in each three-year period. The foregoing is subject to the provisions of the 1940 Act, applicable Delaware state law, each Fund’s Declaration of Trust and each Fund’s Bylaws.
In the case of any vacancy on the Board, each Fund’s Declaration of Trust provides that the size of the Board shall be automatically reduced by the number of vacancies unless or until the Board by resolution expressly maintains or increases the size of the Board. In the case of a vacancy arising from a Board resolution to maintain or increase the size of the Board, the remaining Trustees may fill such vacancy or add additional Board members, as the case may be, by appointing a replacement meeting the Trustee qualifications outlined in each Funds’ Declaration of Trust to serve for the remainder of the term of the Board position previously vacated.
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The following table indicates all current Trustees in each such class and the period for which each class currently serves:
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ClassI 1 |
ClassII 2 |
ClassIII 3 |
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Cynthia Hostetler |
Beth Ann Brown |
Carol Deckbar |
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Eli Jones |
Anthony J. LaCava, Jr. |
Elizabeth Krentzman |
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Prema Mathai-Davis |
Joel W. Motley |
Robert C. Troccoli |
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Daniel S. Vandivort |
Teresa M. Ressel |
Douglas Sharp |
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James “Jim” Liddy |
Jeffrey Kupor |
| 1 |
Serving until the 2025 Annual Meeting or until their successors have been duly elected and qualified. |
| 2 |
Serving until the 2026 Annual Meeting or until their successors have been duly elected and qualified. |
| 3 |
Currently up for election at the First Meeting. |
Information Regarding the Trustees
The business and affairs of the Funds are managed under the direction of the Board. This section of this Joint Proxy Statement provides you with information regarding each incumbent Trustee that is proposed to serve on the Board. Trustees of the Funds generally serve three-year terms or until their successors are duly elected and qualified. The tables below list the Trustees, their principal occupations, other directorships held by them during the past five years, and any affiliations with the Adviser or its affiliates. If all of the Trustees are elected at the First Meeting, the Board will be composed of 14 Trustees, including 12Trustees who are not “interested persons” of the Funds, as that term is defined in the 1940 Act (collectively, the “ Independent Trustees ” and each an “ Independent Trustee ”).
As used in this Joint Proxy Statement, the term “ Invesco Fund Complex ” includes each of the open-end and closed-end registered investment companies advised primarily by the Adviser as of the Record Date. As of the date of this Joint Proxy Statement, there were 164funds in the Invesco Fund Complex.
The mailing address of each Trustee is 11 Greenway Plaza, Houston, Texas 77046-1173.
13
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Interested Trustee |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Jeffrey H. Kupor 1 — 1968 Trustee |
† |
Senior Managing Director and General Counsel, Invesco Ltd.; Trustee, Invesco Foundation, Inc.; Director, Invesco Advisers, Inc.; Executive Vice President, Invesco Asset Management (Bermuda), Ltd. Invesco Investments (Bermuda) Ltd.; and Vice President, Invesco Group Services, Inc. Formerly: Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, |
164 | None | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Vice President, Oppenheimer Funds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, OFI Global Institutional, Inc.; Secretary and Vice President, OFI SteelPath, Inc.; Secretary and Vice President, Oppenheimer Acquisition Corp.; Secretary and Vice President, Shareholder Services, Inc.; Secretary and Vice President, Trinity Investment Management Corporation, Senior Vice President, Invesco Distributors, Inc.; Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; Secretary, Sovereign G./P. Holdings Inc.; Secretary, Invesco Indexing LLC; and Secretary, W.L. Ross Co., LLC | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Douglas Sharp 1 — 1974 Trustee |
† |
Senior Managing Director and Head of Americas EMEA, Invesco Ltd. Formerly: Director and Chairman Invesco UK Limited; and Director, Chairman and Chief Executive, Invesco Fund Managers Limited. |
164 | None | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Independent Trustees |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Beth Ann Brown — 1968 Trustee (2019)and Chair (2022) |
† |
Independent Consultant Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; and Vice President, Key Account Manager, Liberty Funds Distributor, Inc. |
164 | Director, Board of Directors of Caron Engineering Inc.; Formerly: Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non-profit); President and Director of Grahamtastic Connection (non-profit); and Trustee of certain Oppenheimer Funds | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Carol Deckbar – 1962 Trustee |
† | Formerly: Executive Vice President and Chief Product Officer, TIAA Financial Services; Executive Vice President and Principal, College Retirement Equities Fund at TIAA; Executive Vice President and Head of Institutional Investments and Endowment Services, TIAA | 164 | Formerly: Board Member, TIAA Asset Management, Inc.; and Board Member, TH Real Estate Group Holdings Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Cynthia Hostetler — 1962 Trustee |
† |
Non-Executive Director and Trustee of a number of public and private business corporations Formerly: Director, Aberdeen Investment Funds (4 portfolios); Director, Artio Global Investment LLC (mutual fund complex); Director, Edgen Group, Inc. (specialized energy and infrastructure products distributor); Director, Genesee Wyoming, Inc. (railroads); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; and Attorney, Simpson Thacher Bartlett LLP |
164 | Resideo Technologies (smart home technology); Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Investment Company Institute (professional organization); and Independent Directors Council (professional organization) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Eli Jones — 1961 Trustee |
† |
Professor and Dean Emeritus, Mays Business School at Texas AM University Formerly: Dean of Mays Business School at Texas AM University; Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; and Director, Arvest Bank |
164 | Insperity, Inc. (formerly known as Administaff) (human resources provider); Board Member of the regional board, First Financial Bank Texas; and Board Member, First Financial Bankshares, Inc. Texas | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
ElizabethKrentzman— 1959 Trustee |
† | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte Touche LLP; Assistant Director of the Division of Investment Management – Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions withthe Division of Investment Management– Office of Regulatory Policy of the U.S. Securities and Exchange Commission; and Associate at Ropes Gray LLP | 164 | Formerly: Member of the Cartica Funds Board of Directors (private investment funds); Trustee of the University of Florida National Board Foundation; Member of the University of Florida Law Center Association, Inc. Board of Trustees, Audit Committee, and Membership Committee; and Trustee of certain Oppenheimer Funds | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Anthony J. LaCava, Jr.— 1956 Trustee |
† | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 164 | Member and Chairman of the Bentley University, Business School Advisory Council Formerly: Board Member and Chair of the Audit and Finance Committee and Nominating Committee, KPMG LLP | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
James “Jim” Liddy – 1959 Trustee |
† | Formerly: Chairman, Global Financial Services, Americas and Retired Partner, KPMG LLP | 164 | Director and Treasurer, Gulfside Place Condominium Association, Inc. and Non-Executive Director, Kellenberg Memorial High School | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
PremaMathai-Davis— 1950 Trustee |
† | Formerly: Co-Founder Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor); Trustee of YWCA Retirement Fund; CEO of YWCA of the USA; Board member of the NY Metropolitan Transportation Authority; Commissioner of the NYC Department of Aging; and Board member of Johns Hopkins Bioethics Institute | 164 | Member of Board of Positive Planet US (non-profit) and HealthCare Chaplaincy Network (non-profit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Joel W. Motley — 1952 Trustee |
† | Director of Office of Finance, Federal Home Loan Bank System; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; Member of Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization); and Member of the Vestry and the Investment Committee of Trinity Church Wall Street. | 164 | Member of Board of Blue Ocean Acquisition Corp; Member of Board of Trust for Mutual Understanding (non-profit promoting the arts and environment); Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); and Director of Columbia Equity Financial Corp. (privately held financial advisor). | of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism); and Trustee of certain Oppenheimer Funds | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Teresa M. Ressel — 1962 Trustee |
† |
Non-executive director and trustee of a number of public and private business corporations Formerly: Chief Executive Officer, UBS Securities LLC (investment banking); Group Chief Operating Officer, UBS AG Americas (investment banking); Sr.Management Team Olayan America, The Olayan Group (international investor/commercial/industrial); and Assistant Secretary for Management Budget and Designated Chief Financial Officer, U.S. Department of Treasury |
164 | None | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Robert C. Troccoli — 1949 Trustee |
† | Formerly: Adjunct Professor, University of Denver – Daniels College of Business; and Managing Partner, KPMG LLP | 164 | None | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Daniel S. Vandivort — 1954 Trustee |
† | President, Flyway Advisory Services LLC (consulting and property management) and Member, Investment Committee of Historic Charleston Foundation. | 164 | Formerly: Trustee and Governance Chair, Oppenheimer Funds; Treasurer, Chairman of the | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name,YearofBirth andPosition(s)Held withthe Funds |
Trustee Since |
Principal Occupation(s) DuringPast5Years |
Numberof Fundsin InvescoFund Complex Overseenby Trustee |
Other
Heldby
DuringAt Least
5Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Formerly: President and Chief Investment Officer, previously Head of Fixed Income, Weiss Peck and Greer/Robeco Investment Management; Trustee and Chair, Weiss Peck and Greer Funds Board; and various capacities at CS First Boston including Head of Fixed Income at First Boston Asset Management. | Audit and Finance Committee, Huntington Disease Foundation of America. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
Mr.Kupor and Mr.Sharp are considered interested persons (within the meaning of Section2(a)(19) of the 1940 Act) of the Funds because they are officers of the Adviser to the Funds, and officers of Invesco Ltd., ultimate parent of the Adviser. |
| † |
Each Trustee generally serves a three-year term from the date of election. Each Trustee currently serving on the Board has served as a Trustee of each respective Fund since the year shown below: |
| Kupor | Sharp | Brown | Deckbar | Hostetler | Jones | Krentzman | LaCava,Jr. | |||||||||||||||||||||||||
|
VKI |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VBF |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VCV |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
IHTA |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VLT |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
OIA |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VMO |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VKQ |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VPV |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
IQI |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VVR |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VGM |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
VTN |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
|
IIM |
2024 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||
21
| Liddy |
Mathai-
Davis | Motley | Ressel | Troccoli | Vandivort | |||||||||||||||||||||||||||||||||||||||||||||||||||
|
VKI |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VBF |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VCV |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
IHTA |
2024 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VLT |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
OIA |
2024 | VALIGN="bottom"> | 2010 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VMO |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VKQ |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VPV |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
IQI |
2024 | VALIGN="bottom"> | 2010 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VVR |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VGM |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VTN |
2024 | VALIGN="bottom"> | 2014 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
IIM |
2024 | VALIGN="bottom"> | 2010 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | 2017 | VALIGN="bottom"> | 2016 | VALIGN="bottom"> | 2019 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
|
| Invesco Quality Municipal Income Trust |
The Fund may not purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities, or write puts, calls or combinations of both, except for options on futures contracts and options on debt securities. |
|
| Invesco Municipal Income Opportunities Trust |
The Fund may not purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. |
|
| Invesco Municipal Trust, Invesco Trust for Investment Grade Municipals and Invesco Municipal Opportunity Trust |
The Fund may not buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. |
|
| Invesco California Value Municipal Income Trust |
The Fund may not buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with Strategic Transactions described in Appendix C to [the Fund’s] SAI nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. |
|
50
|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
|
|
Per Appendix C, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
||
| Invesco Advantage Municipal Income Trust II and Invesco Pennsylvania Value Municipal Income Trust |
The Fund may not buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with Strategic Transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. Per Appendix C, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
|
| Invesco Bond Fund |
The [Fund] may not purchase securities on margin, except that it may obtain such short-term credits as may be necessary for the clearance of purchases or sales of securities and it may make deposits or have similar arrangements in connection with the entering into and holding of interest rate futures contracts. |
|
| Invesco High Income Trust II and Invesco Senior Income Trust |
The Fund may not buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. |
|
| Invesco Trust for Investment Grade New York Municipals |
The Fund may not buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions are considered the purchase of a security on margin. |
|
What effect will removing the current restriction regarding purchasing on margin have on the affected Funds?
The 1940 Act does not require a fund to adopt a restriction relating to purchasing securities on margin. Margin purchases generally involve borrowing money from a broker to purchase securities. The risks associated with purchasing securities on margin are generally similar to those of borrowing money. For a discussion of those risks, please see Sub-Proposal 1(b). The Board and Invesco believe this non-standard fundamental restriction is unnecessary and is unduly restrictive. The Funds’ ability to borrow is governed by the fundamental investment restriction on borrowing discussed in Sub-Proposal 1(b). To the extent that purchasing securities on margin may be considered the issuance of a senior security, the issuance of senior securities is governed by the fundamental investment restriction discussed in Sub-Proposal 1(c). The Board and Invesco believe that these other
51
restrictions and the 1940 Act’s requirements governing the purchase of securities on margin provide adequate protection to the Funds and their shareholders with respect to purchasing securities on margin. If this non-standard restriction is removed, the affected Funds will be permitted to purchase securities on margin subject to their other investment policies and applicable law.
Sub-Proposal 2(b): To remove the fundamental investment restriction(s) regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options. (IQI, OIA, VKQ, VCV, VKI, VBF, VGM, VLT, VVR, VTN, VMO, VPV)
Current Fundamental Investment Restriction(s) Regarding Making Short Sales, Writing, Purchasing or Selling Puts or Calls or Purchasing or Selling Futures or Options
The current fundamental investment restriction(s) regarding making short sales, writing, purchasing or selling puts or calls and/or purchasing or selling futures or options for each listed affected Fund that is proposed to be removed is as follows:
|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
|
|
Invesco Quality Municipal Income Trust, Invesco Municipal Income Opportunities Trust |
The Fund may not make short sales of securities. The Fund may not write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. |
|
| Invesco Municipal Trust |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described in Appendix C to [the Fund’s] SAI. |
|
| Invesco California Value Municipal Income Trust |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with Strategic Transactions described in Appendix C to [the Fund’s] SAI. Per Appendix C, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
|
| Invesco Advantage Municipal Income Trust II |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell futures or options, except in connection with Strategic Transactions. Per Appendix C, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
|
52
|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
|
| Invesco Bond Fund |
The [Fund] may not make short sales of securities, provided that it may enter into and hold interest rate futures contracts and may make deposits or have similar arrangements in connection therewith. |
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| Invesco Trust for Investment Grade Municipals |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described in the Fund’s prospectus. |
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| Invesco High Income Trust II |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described in the Fund’s Prospectus. |
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| Invesco Senior Income Trust |
The Fund may not sell any security “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except to the extent that the hedging transactions in which the Fund may engage would be deemed to be any of the foregoing transactions. |
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| Invesco Trust for Investment Grade New York Municipals |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell futures or options, except in connection with hedging or risk management transactions. |
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| Invesco Municipal Opportunity Trust |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with hedging or risk management transactions. |
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| Invesco Pennsylvania Value Municipal Income Trust |
The Fund may not sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with Strategic Transactions. Per Appendix C, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
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Shareholders of Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust will each vote separately to (1)remove the fundamental investment restriction regarding short sales of securities and (2)remove the fundamental investment restriction regarding writing, purchasing or selling puts or calls, as these fundamental restrictions are separate restrictions in the Funds’ registration statement.
What effect will removing the current restriction(s) regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options have on the affected Funds?
The 1940 Act does not require a fund to adopt a restriction regarding engaging in short sales. A short sale involves the sale of a security that is borrowed from a broker or other
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institution to complete the sale. The Board and Invesco believe this non-standard fundamental restriction is unduly restrictive. If this non-standard restriction is removed, each affected Fund will be able to engage in short sales subject to its other investment restrictions and applicable law and to the extent consistent with its investment policies.
Further, the 1940 Act does not require a fund to adopt a restriction regarding writing, purchasing or selling puts, calls or combinations thereof, or purchasing or selling futures or options, except to the extent that these transactions may result in the creation of senior securities. If each affected Fund’s non-standard fundamental investment restriction regarding writing, purchasing or selling puts, calls or combinations thereof, or purchasing or selling futures or options is removed, that Fund will remain subject to the 1940 Act’s limitations on, and the affected Fund’s fundamental investment restriction regarding the issuance of senior securities. Moreover, each affected Fund’s investments in derivatives would remain subject to Rule 18f-4 under the 1940 Act.
Sub-Proposal 2(c): To remove the fundamental investment restriction regarding investing for control or management. (IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO, VPV)
Current Fundamental Investment Restriction Regarding Investing for Control or Management
The current fundamental investment restriction regarding investing for control or management for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust |
The Fund may not invest in companies for the purpose of exercising control or management. |
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| Invesco Municipal Income Opportunities Trust |
The Fund may not invest for the purpose of exercising control or management of any other issuer. |
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| Invesco Municipal Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Municipal Opportunity Trust |
The Fund may not make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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| Invesco California Value Municipal Income Trust |
The Fund may not make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by |
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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| Invesco Advantage Municipal Income Trust II |
The Fund may not make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Funds of their rights under agreements related to municipal securities would be deemed to constitute such control or participation and except that the Funds may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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| Invesco Bond Fund |
The [Fund] may not invest in companies for the purpose of exercising control or management. |
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| Invesco High Income Trust II |
The Fund may not make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to securities owned by the Fund would be deemed to constitute such control or participation except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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| Invesco Senior Income Trust |
The Fund may not make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under loan agreements would be deemed to constitute such control or participation. |
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| Invesco Pennsylvania Value Municipal Income Trust |
The Fund may not make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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What effect will removing the current restriction regarding investing for control or management have on the affected Funds?
There is no requirement under the 1940 Act that a fund adopt a restriction regarding investing for the purpose of exercising control or management. The current fundamental investment restrictions were initially adopted in response to requirements imposed under certain state securities laws or other restrictions that have since been preempted by the federal securities laws.
To maximize the investment flexibility of each affected Fund and provide each with greater flexibility to respond to future investment opportunities, and to simplify compliance with the related requirements, the Board and Invesco propose that this restriction be removed. If this non-standard restriction is removed, each affected Fund’s investments will remain subject to applicable law and to its investment objective, strategies and policies.
Sub-Proposal 2(d): To remove the fundamental investment restriction regarding investments in management-owned securities. (IQI, OIA, VBF)
Current Fundamental Investment Restriction Regarding Investing in Management-Owned Securities
The current fundamental investment restriction regarding investing in management-owned securities for each listed affected Fund that is proposed to be removed is as follows:
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Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust |
The Fund may not invest in securities of any issuer if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser or Administrator owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. |
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| Invesco Bond Fund |
The Fund may not purchase or retain securities of an issuer if one or more of the holders of securities of such issuer or one or more of the officers or directors of such issuer is an officer or director of the Registrant and if to the knowledge of the Registrant one or more of the officers or directors of the Registrant owns beneficially more than 0.5% of the shares or securities of such issuer and such officers and directors owning more than 0.5% of such shares or securities together own beneficially more than five percent of such shares or securities. |
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What effect will removing the current restriction regarding investing for management-owned securities have on the affected Funds?
The 1940 Act does not require that funds adopt an investment restriction regarding investing in management-owned securities. State laws and regulations that previously required this investment restriction have since been preempted by federal securities laws. Since the Funds are subject to current protections under the Funds’ Code of Ethics and the
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1940 Act, monitoring transactions for ownership interests by management under different additional criteria is confusing, difficult, and unnecessary. The Board and Invesco propose that this non-standard restriction be removed and do not anticipate that removing the current investment restriction will change the manner in which any Fund is managed at this time or result in additional material risk to a Fund.
Sub-Proposal 2(e): To remove the fundamental investment restriction regarding investing in other investment companies. (VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO, VPV)
Current Fundamental Investment Restriction Regarding Investing in Other Investment Companies
The current fundamental investment restriction regarding investing in other investment companies for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Municipal Trust, Invesco California Value Municipal Income Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Municipal Opportunity Trust |
The Fund may not invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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| Invesco Advantage Municipal Income Trust II, Invesco High Income Trust II and Invesco Pennsylvania Value Municipal Income Trust |
The Fund may not invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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| Invesco Senior Income Trust |
The Fund may not invest in securities of other investment companies, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
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What effect will removing the current restriction regarding investing in other investment companies have on the affected Funds?
Each affected Fund is subject to the limitations on investments in other investment companies imposed on closed-end investment companies under Section12(d) of the 1940 Act and the rules thereunder, including Rule 12d1-4. In general, under Section12(d)(1)(A) of the 1940 Act, an investment company (“ Acquiring Fund ”) cannot acquire shares of another investment company (“ Acquired Fund ”) if, after the acquisition, (i)the Acquiring Fund would own more than 3% of the Acquired Fund’s securities; (ii)more than 5% of the
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total assets of the Acquiring Fund would be invested in the Acquired Fund; or (iii)more than 10% of the total assets of the Acquiring Fund would be invested in other investment companies (including the Acquired Fund).
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 Section12 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 Section12(d)(1), the Acquiring Fund must enter into a Fund of Funds Agreement with the Acquired Fund, unless the Acquiring Fund’s investment advisor acts as the Acquired Fund’s investment advisor and does not act as sub-advisor 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, 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 an affected Fund’s shares are sold to other investment companies in reliance on Rule 12d1-4, the affected Fund will be limited in the amount it could invest in other investment companies and private funds. To the extent an affected Fund invests a portion of its assets in shares of other investment companies, it also will generally bear its proportionate share of the fees and expenses incurred by the purchased investment company in addition to its own expenses.
The Board and Invesco believe that this non-standard restriction is redundant of activities already governed by the existing regulatory requirements as discussed above. Accordingly, the Board and Invesco believe that removing this non-standard restriction is appropriate and will provide an affected Fund with additional investment flexibility to engage in otherwise permissible activities under the 1940 Act.
Sub-Proposal 2(f): To remove the fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs. (IQI, OIA, VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO, VPV)
Current Fundamental Investment Restriction Investing in Oil, Gas or Mineral Exploration or Development Programs
The current fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust, Invesco Municipal Income Opportunities Trust |
The Fund may not purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. |
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|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Municipal Trust, Invesco California Value Municipal Income Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals, Invesco Municipal Opportunity Trust and Invesco Pennsylvania Value Municipal Income Trust |
The Fund may not invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. |
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| Invesco Advantage Municipal Income Trust II |
The Fund may not invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Funds of their rights under agreements relating to municipal securities. |
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| Invesco High Income Trust II |
The Fund may not buy or sell oil, gas or other mineral leases, rights or royalty contracts, although the Fund may purchase securities of issuers which deal in, represent interests in or are secured by interests in such leases, rights or contracts, except to the extent that the Fund may invest in equity interests generally, as described in the Fund’s Prospectus. |
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| Invesco Senior Income Trust |
The Fund may not buy or sell oil, gas or other mineral leases, rights or royalty contracts except pursuant to the exercise by the Fund of its rights under loan agreements. In addition, the Fund may purchase securities of issuers which deal in, represent interests in or are secured by interests in such leases, rights or contracts. |
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What effect will removing the current restriction regarding investing in oil, gas or mineral exploration or development programs have on the affected Funds?
The fundamental investment restriction regarding investing in oil, gas or mineral explorations or development programs was originally adopted to comply with certain state securities laws and regulations that have since been preempted by the federal securities laws. Therefore, the Board and Invesco believe that removing this non-standard restriction will provide the affected Funds with additional investment flexibility to engage in otherwise permissible activities. Investments in oil, gas, and other mineral leases, rights or royalty contracts, and in securities which derive their value in part from such instruments, entail certain risks, including price volatility, risks of political and social disturbances, and foreign risks such as corruption and competition. Notwithstanding the removal of this fundamental investment restriction, the affected Funds do not currently expect to engage in these activities.
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Sub-Proposal 2(g): To remove the fundamental investment restriction regarding purchasing taxable debt. (IQI, OIA)
Current Fundamental Investment Restriction Regarding Purchasing Taxable Debt
The current fundamental investment restriction regarding purchasing taxable debt for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust |
The Fund may not purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the U.S. Government, its agencies or instrumentalities). |
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| Invesco Municipal Income Opportunities Trust |
The Fund may not purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the United States Government, its agencies or instrumentalities). |
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What effect will removing the current restriction regarding purchasing taxable debt have on the affected Funds?
Each affected Fund’s fundamental policy prohibiting it from purchasing more than 10% of all outstanding taxable debt securities of any one issuer is not required by federal or state securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive and that eliminating this investment restriction would not impact each affected Fund’s principal investment strategies. Further, Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust will remain subject to their investment policies to invest, under normal market conditions, at least 80% of the Fund’s total assets in municipal securities and municipal obligations, respectively.
Sub-Proposal 2(h): To remove the fundamental investment restriction regarding investing in unseasoned companies. (IQI, OIA)
Current Fundamental Investment Restriction Regarding Investing in Unseasoned Companies
The current fundamental investment restriction regarding investing in unseasoned companies for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust |
The Fund may not invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the U.S. Government, its agencies or instrumentalities. |
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|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Municipal Income Opportunities Trust |
The Fund may not invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. |
What effect will removing the current restriction regarding investing in unseasoned companies have on the affected Funds?
The 1940 Act does not require that a fund adopt a restriction relating to investing in unseasoned companies ( i.e. , those companies with less than three years of continuous operation). The fundamental investment restriction was derived from state laws that have since been preempted by the federal securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive and that removing this restriction will provide the affected Funds with additional investment flexibility.
Sub-Proposal 2(i): To remove the fundamental investment restriction regarding investing in common stock. (IQI, OIA)
Current Fundamental Investment Restriction Regarding Investing in Common Stock
The current fundamental investment restriction regarding investments in common stock for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust |
The Fund may not invest in common stock. |
What effect will removing the current restriction regarding investing in common stock have on the affected Funds?
The 1940 Act does not require that a fund adopt a restriction relating to investing in common stock. The fundamental investment restriction was derived from state laws that have been preempted by the federal securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive and that removing this restriction will provide the affected Funds with additional investment flexibility.
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Sub-Proposal 2(j): To remove the fundamental investment restriction regarding pledging of assets. (IQI, OIA)
Current Fundamental Investment Restriction Regarding Pledging of Assets
The current fundamental investment restriction regarding pledging of assets for each listed affected Fund that is proposed to be removed is as follows:
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Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Quality Municipal Income Trust |
The Fund may not pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in [the Fund’s borrowing restriction]. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. |
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| Invesco Municipal Income Opportunities Trust |
The Fund may not pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in [the Fund’s borrowing restriction]. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. |
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What effect will removing the current restriction regarding pledging of assets have on the affected Funds?
The 1940 Act does not require that a fund adopt a fundamental restriction relating to pledging its assets except as otherwise provided for in connection with the fundamental investment restrictions on borrowing and issuing senior securities. This fundamental investment restriction was derived from state laws that have since been preempted by the federal securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive. If this non-standard restriction is removed, each of Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust, along with each of the other Amending Funds in connection with their respective adoption of Sub-Proposal 1(b), will be permitted to pledge its assets to the extent allowed under the 1940 Act. Pledges of assets are subject to many of the same risks associated with borrowings and, in addition, are subject to the credit risk of the obligor for the underlying obligations.
To the extent that pledging assets may be considered the issuance of senior securities, the issuance of senior securities is governed by fundamental investment restriction regarding senior securities discussed above in Sub-Proposal 1(c).
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Sub-Proposal 2(k): To remove the fundamental investment restriction regarding investing in restricted securities. (OIA)
Current Fundamental Investment Restriction Regarding Investing in Restricted Securities
The current fundamental investment restriction regarding investing in restricted securities for the listed affected Fund that is proposed to be removed is as follows:
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Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Municipal Income Opportunities Trust |
The Fund may not invest over 10% of its total assets in restricted securities. |
What effect will removing the current restriction regarding investing in restricted securities have on the affected Fund?
There is no requirement under the 1940 Act that a fund adopt a fundamental restriction regarding investing in restricted securities. Securities purchased from an issuer and not registered for sale under the Securities Act of 1933 (the “ Securities Act ”) are considered restricted securities. There may be a limited market for these securities. If these securities are registered under the Securities Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to the extent a Fund invests in restricted securities. To maximize the investment flexibility of Invesco Municipal Income Opportunities Trust, the Board and Invesco propose that this restriction be removed.
Sub-Proposal 2(l): To remove the fundamental investment restriction regarding investing for short-term profit. (VKQ, VCV, VTN, VMO)
Current Fundamental Investment Restriction Regarding Investing for Short-Term Profit
The current fundamental investment restriction regarding investing for short-term profit for each listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Municipal Trust |
The Fund generally will not engage in the trading of securities for the purpose of realizing short-term profits, but it will adjust its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish the Fund’s investment objective. For example, the Fund may sell portfolio securities in anticipation of a movement in interest rates. Other than for tax purposes, frequency of portfolio turnover will not be a limiting factor if the Fund considers it advantageous to purchase or sell securities. The Fund does not anticipate that the annual portfolio turnover rate of the Fund will be in excess of 100%. A high rate of portfolio turnover involves correspondingly greater brokerage commission expenses than a lower rate, which expenses must be borne by the Fund and the Shareholders. |
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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High portfolio turnover may also result in the realization of substantial net short-term capital gains, and any distributions resulting from such gains will be taxable at ordinary income rates for federal income tax purposes. |
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| Invesco California Value Municipal Income Trust |
The Fund generally will not engage in the trading of securities for the purpose of realizing short-term profits, but it will adjust its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish the Fund’s investment objective. For example, the Fund may sell portfolio securities in anticipation of a movement in interest rates. Other than for tax purposes, frequency of portfolio turnover will not be a limiting factor if the Fund considers it advantageous to purchase or sell securities. The Fund does not anticipate that the annual portfolio turnover rate of the Fund will be in excess of 100%. A high rate of portfolio turnover involves correspondingly greater brokerage commission and transaction expenses than a lower rate, which expenses must be borne by the Fund and its Common Shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains, and any distributions resulting from such gains will be taxable at ordinary income rates for federal income tax purposes. |
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| Invesco Trust for Investment Grade New York Municipals |
The Fund generally will not engage in the trading of securities for the purpose of realizing short-term profits, but it will adjust its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish the Fund’s investment objective. For example, the Fund may sell portfolio securities in anticipation of a movement in interest rates. Other than for tax purposes, frequency of portfolio turnover will not be a limiting factor if the Fund considers it advantageous to purchase or sell securities. The Fund does not anticipate that the annual portfolio turnover rate of the Fund will be in excess of 100%. A high rate of portfolio turnover involves correspondingly greater brokerage commission and transaction expenses than a lower rate, which expenses must be borne by the Fund and the shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains, and any distributions resulting from such gains will be taxable at ordinary income rates for federal income tax purposes. |
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| Invesco Municipal Opportunity Trust |
The Fund generally will not engage in the trading of securities for the purpose of realizing short-term profits, but it will adjust its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish the Fund’s investment objective. For example, the Fund may sell portfolio securities in anticipation of a movement in interest rates. Other than for tax purposes, frequency of portfolio turnover will not be a limiting factor if the Fund considers it advantageous to purchase or sell securities. The |
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|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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Fund does not anticipate that the annual portfolio turnover rate of the Fund will be in excess of 100%. A high rate of portfolio turnover involves correspondingly greater brokerage commission and transaction expenses than a lower rate, which expenses must be borne by the Fund and the Shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains, and any distributions resulting from such gains will be taxable at ordinary income rates for federal income tax purposes. |
What effect will removing the current restriction regarding investing for short-term profit have on the affected Funds?
There is no requirement under the 1940 Act that a fund adopt a fundamental restriction regarding realizing short-term profits. To the extent that any of the affected Funds have a high turnover rate in any given year, that fact will be disclosed to its respective shareholders in each Fund’s financial highlights in its shareholder report. To maximize the investment flexibility of each of the affected Funds, the Board and Invesco propose that this non-standard restriction be removed.
Sub-Proposal 2(m): To remove the fundamental investment restriction regarding investing in preferred stock. (VBF)
Current Fundamental Investment Restriction Regarding Investing in Preferred Stock
The current fundamental investment restriction regarding investing in preferred stock for the listed affected Fund that is proposed to be removed is as follows:
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Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Bond Fund |
The [Fund] may invest no more than ten percent of its assets in preferred stocks . |
What effect will removing the current restriction regarding investing in preferred stock have on the affected Fund?
There is no requirement under the 1940 Act that a fund adopt a fundamental restriction regarding investing in preferred stock. The Board and Invesco believe this restriction is unnecessary and unduly restrictive. To maximize the investment flexibility of the Fund, this non-standard restriction is proposed to be removed.
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Sub-Proposal 2(n): To remove the fundamental investment restriction regarding investing in debt securities. (VBF)
Current Fundamental Investment Restriction Regarding Investing in Debt Securities
The current fundamental investment restriction regarding investing in debt securities for the listed affected Fund that is proposed to be removed is as follows:
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ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
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| Invesco Bond Fund |
At least 80% of the Fund’s assets will consist of (a) debt securities having a minimum rating at the time of purchase of Baa (as determined by Moody’s Investors Service, Inc.) or of BBB (as determined by Standard Poor’s Corporation or Fitch Investors Service, Inc.); (b) securities of, or guaranteed by, the U.S. Government or an agency of the U.S. Government; (c) commercial paper rated “prime”; or (d) cash and cash equivalents. The Fund may not invest more than 20% of its assets in debt securities which are not publicly offered or traded or in debt securities purchased in private placements, of which no more than ten percent of its assets may be in securities of issuers which have not issued comparable securities which are rated at the time of purchase at least Baa (as determined by Moody’s Investors Service, Inc.) or BBB (as determined by Standard Poor’s Corporation or Fitch Investors Service, Inc.). |
What effect will removing the current restriction regarding investing in debt securities have on the affected Fund?
Rule 35d-1 under the 1940 Act requires a fund to adopt an investment policy to invest, under normal circumstances, at least 80% of the value of its assets in investments in accordance with the investment focus that the fund’s name suggests (an “ 80% policy ”). With the exception of tax-exempt funds, an 80% policy is not required to be fundamental, although Rule 35d-1 requires at least 60 days’ notice to the shareholders of a fund of any change in the Fund’s 80% policy. Invesco Bond Fund’s fundamental investment restriction regarding investing in debt securities is not required to be fundamental. The Board and Invesco believe that the current investment restriction should be removed. If shareholders approve the removal of Invesco Bond Fund’s current fundamental investment restriction, the Fund will adopt the following non-fundamental investment restriction with respect to its investments in bonds in accordance with the requirements of Rule 35d-1:
Under normal market conditions, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities (generally referred to as “ bonds ”), and in derivatives and other instruments that have economic characteristics similar to such securities.
Invesco Bond Fund’s current fundamental investment restriction also includes a limitation on investing in private securities that is not required under the 1940 Act. Since Invesco Bond Fund’s adoption of this fundamental investment restriction, the debt instruments available for investment by the Fund and the overall debt markets have changed.
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The Board and Invesco believe this limitation is unduly restrictive and propose that shareholders approve the elimination of this investment restriction to provide Invesco Bond Fund with greater investment flexibility.
Sub-Proposal 2(o): To remove the fundamental investment restriction regarding joint trading. (VBF)
Current Fundamental Investment Restriction Regarding Joint Trading
The current fundamental investment restriction regarding joint trading for the listed affected Fund that is proposed to be removed is as follows:
|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
|
| Invesco Bond Fund |
The Fund may not participate on a joint or a joint-and-several basis in any securities trading account. |
What effect will removing the current restriction regarding joint trading have on the affected Fund?
Invesco Bond Fund’s fundamental investment restriction regarding joint trading is not required under the 1940 Act. Moreover, in the absence of this restriction, Invesco Bond Fund is still subject to the limitations on joint trading imposed on all investment companies under Section17 of the 1940 Act and the rules thereunder. In general, Section17(d) makes unlawful the effecting of “any transaction” involving joint participation with affiliated investment companies or companies controlled by them “in contravention of such rules and regulations as the SEC may prescribe for the purpose of limiting or preventing participation by such registered or controlledcompanyon a basis different from or less advantageous than that of such other participant.” If this non-standard restriction is removed, Invesco Bond Fund’s investments will remain subject to any limitations on such transactions under Section17 and applicable law.
Sub-Proposal 2(p): To remove the fundamental investment restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund. (VVR)
Current Fundamental Investment Restriction Regarding Investing in Investment Companies with Substantially the Same Investment Objective, Policies and Restrictions as the Fund
The current fundamental investment restriction regarding joint trading for the listed affected Fund that is proposed to be removed is as follows:
|
ALIGN="center">
Affected Funds |
Current Fundamental Investment Restriction |
|
| Invesco Senior Income Trust |
Notwithstanding the investment policies and restrictions of the Fund, upon approval of the Board of Trustees, the Fund may invest all or part of its investable assets in a management investment company with substantially the same investment objective, policies and restrictions as the Fund. |
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What effect will removing the current restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund have on the affected Fund?
Invesco Senior Income Trust’s current fundamental investment restriction regarding diversification does not exclude investment companies from the Fund’s diversification calculations as permitted under the 1940 Act; accordingly, this non-standard restriction was originally adopted to permit the Fund to nonetheless invest in such other investment companies. If approved by shareholders, the amended fundamental investment restriction regarding diversification for Invesco Senior Income Trust as described in Sub-Proposal 1(a) would exclude investment companies from the Fund’s diversification calculation as currently permitted under the 1940 Act. Therefore, if shareholders approve the amendment to the Invesco Senior Income Trust’s fundamental investment restriction regarding diversification, this non-standard restriction allowing the Fund to invest all or part of its assets in a fund with substantially the same investment objective, policies and restrictions will no longer be needed.
If a Sub-Proposal within Proposal 2 is not approved by shareholders, the current fundamental investment restriction(s) to which such Sub-Proposal relates will remain in effect for the related Fund.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” SUB-PROPOSALS 2(a) – 2(p) AS APPLICABLE TO EACH FUND .
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OTHER INFORMATION
Executive Officers of the Funds
The following information relates to the executive officers of the Funds. Each officer also serves in the same capacity for all or a number of the other investment companies advised by the Adviser or affiliates of the Adviser. The officers of the Funds are appointed annually by the Trustees and serve for one year or until their respective successors are chosen and qualified. The Funds’ officers (with the exception of James Bordewick and ToddF. Kuehl) do not receive compensation from the Funds. The Funds’ officers may also be officers or employees of the Adviser or officers of affiliates of the Adviser and may receive compensation in suchcapacities. The address of each officer is 11 Greenway Plaza, Houston, Texas 77046-1173.
|
Name,YearofBirth and Position(s) Held with the Funds |
OfficerSince |
Principal Occupation(s) During At Least The Past 5 Years |
||
|
Glenn Brightman — 1972 President and Principal Executive Officer |
2023 |
Chief Operating Officer, Americas, Invesco Ltd.; Senior Vice President, Invesco Advisers, Inc.; President and Principal Executive Officer, The Invesco Funds; and Manager, Invesco Investment Advisers LLC. Formerly: Global Head of Finance, Invesco Ltd; Executive Vice President and Chief Financial Officer, Nuveen |
||
|
Melanie Ringold — 1975 Senior Vice President, Chief Legal Officer and Secretary |
2023 |
Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary, Invesco Investment Advisers LLC;, Invesco Capital Markets, Inc.; Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Senior Vice President, Oppenheimer Funds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, Oppenheimer Acquisition Corp.; Secretary, SteelPath Funds Remediation LLC; and Secretary and Senior Vice President, Trinity Investment Management Corporation Formerly: Secretary and Senior Vice President, OFI SteelPath, Inc.; Assistant Secretary, Invesco Distributors, Inc.; Invesco Advisers, Inc. Invesco Investment Services, Inc., Invesco Capital Markets, Inc., Invesco Capital |
||
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|
Name,YearofBirth and Position(s) Held with the Funds |
OfficerSince |
Principal Occupation(s) During At Least The Past 5 Years |
||
|
Management LLC and Invesco Investment Advisers LLC; and Assistant Secretary and Assistant Vice President, Invesco Funds |
||||
|
John M. Zerr — 1962 Senior Vice President |
2010 |
Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Specialized Products, LLC; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate ClassInc. (corporate mutual fund company); Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Lte) (registered investment adviser and registered transfer agent); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd. and President, Invesco Financial Services Ltd. / Services Financiers Invesco Lte; Formerly: Director and Chairman, Invesco Trust Company; Manager, Invesco Indexing LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); President, Trimark Investments Ltd/Services Financiers Invesco Ltee; Director and Senior Vice President, Invesco Insurance Agency, Inc.; Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, |
||
70
|
Name,YearofBirth and Position(s) Held with the Funds |
OfficerSince |
Principal Occupation(s) During At Least The Past 5 Years |
||
|
Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; and Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) |
||||
|
Tony Wong— 1973 Senior Vice President |
2023 |
Senior Managing Director, Invesco Ltd; Director, Chairman, Chief Executive Officer and President, Invesco Advisers, Inc.; Director and Chairman, Invesco Private Capital, Inc., INVESCO Private Capital Investments, Inc. and INVESCO Realty, Inc.; Director, Invesco Senior Secured Management, Inc.; President, Invesco Managed Accounts, LLC and SNW Asset Management Corporation; and Senior Vice President, The Invesco Funds. Formerly: Assistant Vice President, The Invesco Funds; and Vice President, Invesco Advisers, Inc. |
||
|
Stephanie C. Butcher — 1971 Senior Vice President |
2023 |
Senior Managing Director, Invesco Ltd.; Senior Vice President, The Invesco Funds; Director and Chief Executive Officer, Invesco Asset Management Limited |
||
|
Adrien Deberghes — 1967 Principal Financial Officer, Treasurer and Senior Vice President |
2020 |
Head of the Fund Office of the CFO and Fund Administration; Vice President, Invesco Advisers, Inc.; Director, Invesco Trust Company ; Principal Financial Officer, Treasurer and Senior Vice President, The Invesco Funds; and Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust Formerly: Vice President, The Invesco Funds; Senior Vice President and Treasurer, Fidelity Investments |
||
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|
Name,YearofBirth and Position(s) Held with the Funds |
OfficerSince |
Principal Occupation(s) During At Least The Past 5 Years |
||
|
CrissieM.Wisdom—1969 Anti-Money Laundering Compliance Officer |
2013 |
Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc. |
||
|
Todd F. Kuehl — 1969 Chief Compliance Officer and Senior Vice President |
2020 |
Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer and Senior Vice President, The Invesco Funds Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser) |
||
|
James Bordewick, Jr. — 1959 Senior Vice President and Senior Officer |
2022 |
Senior Vice President and Senior Officer, The Invesco Funds Formerly: Chief Legal Officer, KingsCrowd, Inc. (research and analytical platform for investment in private capital markets); Chief Operating Officer and Head of Legal and Regulatory, Netcapital (private capital investment platform); Managing Director, General Counsel of asset management and Chief Compliance Officer for asset management and private banking, Bank of America Corporation; Chief Legal Officer, Columbia Funds and BofA Funds; Senior Vice President and Associate General Counsel, MFS Investment Management; Chief Legal Officer, MFS Funds; Associate, Ropes Gray; Associate, Gaston Snow Ely Bartlett. |
||
Principal Shareholders of the Funds
The persons who as of the Record Date, according to publicly available filings made with the SEC, held of record 5% or more of the Common Shares or Preferred Shares of a Fund are set forth in Annex D . To the knowledge of each Fund, no other persons own, directly or beneficially, 5% or more of the Common Shares or Preferred Shares of any Fund.
Trustee Ownership of Fund Shares
As of December31, 2023, Trustee(s) owned, directly or beneficially, Common Shares or Preferred Shares of a Fund and beneficially owned equity securities of other funds in the Invesco Fund Complex overseen by the Trustees in the dollar range amounts as specified in Annex E .
Application of Control Share Provisions
Effective August1, 2022, each Fund became automatically subject to newly enacted control share acquisition provisions within the Delaware Statutory Trust Act (the “ Control
72
Share Provisions ”). In general, the Control Share Provisions limit the ability of holders of “control beneficial interests” to vote their shares of a fund above various threshold levels that start at 10% unless the other shareholders of such fund vote to reinstate those rights. “Control beneficial interests” are aggregated to include the holdings of related parties and shares acquired before the effective date of the Control Share Provisions. A fund’s board of trustees may exempt acquisitions from the application of the Control Share Provisions. At a Board meeting held on March15-17, 2023, the Board approved the exemption of VKI, VCV, VMO, VKQ, VPV, IQI, VVR, VGM, VTN and IIM’s preferred shares from application of the Control Share Provisions.
The Control Share Provisions require shareholders to disclose any control share acquisition to a Fund within 10 days of such acquisition and, upon request, to provide any related information that the Fund’s Board reasonably believes is necessary or desirable.
The foregoing is only a summary of certain aspects of the Control Share Provisions. Shareholders should consult their own legal counsel with respect to the application of the Control Share Provisions to their beneficial interests of a Fund and any subsequent acquisitions of beneficial interests.
Section16(a) Beneficial Ownership Reporting Compliance and Delinquent Section16(a) Reports
Section30(f) of the 1940 Act and Section16(a) of the Exchange Act require each of the Funds’ Trustees, officers, investment advisers, affiliated persons of the investment advisers and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms with the SEC and the NYSE (on which the Common Shares are listed), reporting their affiliation with the Fund and reports of ownership and changes in ownership of Shares. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Funds believe that, during the fiscal year ended February29, 2024, all such filing requirements were met with respect to the Funds.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers, LLP (“ PwC ”) has been selected as each Fund’s independent registered public accounting firm by the Audit Committee and ratified by unanimous approval of each Fund’s Board, including a majority of the Independent Trustees, to audit the accounts of the Funds for and during the fiscal year ending February29, 2024. The Audit Committee and the Boards have been advised by PwC that neither PwC nor any of its members have any material direct or indirect financial interest in the Funds.
It is not expected that representatives of PwC will attend the Meetings. In the event representatives of PwC do attend the Meeting, they will have the opportunity to make a statement if they desire to do so and will be available to answer appropriatequestions.
In accordance with the adopted pre-approval policies and procedures (included in Annex F to this Joint Proxy Statement), the Audit Committee has preapproved all audit and non-audit services provided to each Fund by its independent registered public accounting firm. Pre-approval by the Audit Committee of any permissible non-audit services is not, however, required so long as: (i)the aggregate amount of all such permissible non-audit
73
services provided to a Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided; (ii)the permissible non-audit services were not recognized by a Fund at the time of the engagement to be non-audit services; and (iii)such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee.
The Audit Committee received the written disclosures and the letter(s) from PwC mandated by the applicable requirements of the Public Company Accounting Oversight Board (“ PCAOB ”) regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee also received the report of PwC regarding the results of their audit. In connection with the Audit Committee’s review of the financial statements and PwC’s report, the members of the Audit Committee discussed with a representative of PwC, PwC’s independence, as well as the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including, but not limited to, the following: PwC’s responsibilities in accordance with generally accepted auditing standards; PwC’s responsibilities for information prepared by management that accompanies the Fund’s audited financial statements and any procedures performed and the results; the initial selection of, and whether there were any changes in, significant accounting policies or their application; management’s judgments and accounting estimates; whether there were any significant audit adjustments; whether there were any disagreements with management; whether there was any consultation with other accountants; whether the auditors encountered any difficulties in dealing with management in performing the audit; and PwC’s judgments about the quality of the Fund’s accounting principles. Based on this review, the Audit Committee recommended to the Board of each Fund that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the most recent fiscal year for filing with the SEC.
As disclosed above, the members of the Audit Committee are Messrs. LaCava (Chair), Liddy and Troccoli, and Dr.Jones, and Mss. Hostetler.
Audit Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by PwC for professional services rendered for the audit of such Fund’s annual financial statements are set forth on AnnexF . All of the audit services for the fiscal years ended February29, 2024 and February28, 2023 were approved by the Audit Committee in accordance with its pre-approval policies and procedures.
Audit-Related Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by PwC for professional services rendered for audit-related services are set forth on Annex F . All of the audit-related services, which include assurance and related services by PwC that are reasonably related to the performance of the audit of a Fund, for the fiscal years ended February29, 2024 and February28, 2023 were approved by the Audit Committee in accordance with its pre-approval policies and procedures.
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Tax Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed by PwC and approved by the Audit Committee of each Fund for professional services rendered for tax compliance, tax advice, and tax planning are set forth on Annex F . All of the tax services for the fiscal years ended February29, 2024 and February28, 2023 were approved by the Audit Committee in accordance with its pre-approval policies and procedures.
All Other Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed by PwC and approved by the audit committee of each Fund for professional services rendered for all other services are set forth on Annex F . All of the other services for the two most recently completed fiscal years were approved by the Audit Committee in accordance with its pre-approval policies and procedures.
Covered Entities
For each Fund’s two most recently completed fiscal years, the aggregate non-audit fees billed to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds (the “ Covered Entities ”) are set forth on Annex F . The Audit Committee is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations of financial reporting of the Funds. The Audit Committee also has considered whether the provision of non-audit services, if any, performed by PwC to the Funds and Covered Entities is compatible with maintaining PwC’s independence in performing audit services.
Proxy Solicitation Expenses
The expenses of preparing, printing and mailing these proxy solicitation materials and all other costs in connection with the solicitation of proxies for the Proposals will be borne by the Funds. To the extent the expenses are not billed to a particular Fund, they will be allocated among the Funds. The Funds will also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of the shares of the Funds. In order to obtain the necessary quorum at the Meetings, additional solicitation may be made by mail, telephone, facsimile or personal interview by representatives of the Funds, the Adviser or its affiliates, by the transfer agent of the Funds and by dealers or their representatives. The Funds have also retained Morrow Sodali Fund Solutions (“ MSFS ”) to assist in any additional proxy solicitation. The estimated cost of solicitation by MSFS is approximately $195,350 per Fund.
Under the agreement with MSFS, MSFS will be paid telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of verbal votes, inbound telephone contact, answering messages, and obtaining shareholders’ telephone numbers, and expenses incurred for immediate action letters and providing additional materials upon shareholder request. The agreement also provides that MSFS shall be indemnified against certain liabilities and expenses, including liabilities that could arise under the federal securities laws.
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Shareholder Proposals
Shareholder proposals intended to be presented at the year 2025 annual meeting of shareholders for a Fund pursuant to Rule14a-8 under the Exchange Act must be received by the Fund’s Secretary at the Fund’s principal executive offices by March 5, 2025, in order to be considered for inclusion in the Fund’s proxy statement and proxy card relating to that meeting. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Fund’s proxy statement. If a shareholder wishes to make a proposal at the year 2025 annual meeting of shareholders without having the proposal included in a Fund’s proxy statement, then such proposal must be received by the Fund’s Secretary at the Fund’s principal executive offices not earlier than May 1, 2025 and not later than May 31, 2025. Notwithstanding the foregoing, if notice of a shareholder proposal is received after May 31, 2025, the persons named as proxies may vote proxies held by them in their discretion on such proposal. Any shareholder who wishes to submit a proposal for consideration at an annual meeting of such shareholder’s Fund should send such proposal to the respective Fund’s Secretary at 11Greenway Plaza, Houston, Texas 77046, Attn:Secretary. Additional requirements regarding shareholder proposals are included in the Fund’s Bylaws, which are available upon request.
General
Management of each Fund does not intend to present, and does not have reason to believe that others will present, any other items of business at the Meetings. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under theproxies.
Failure of a quorum to be present at a Meeting for any Fund may necessitate adjournment and may subject such Fund to additionalexpense.
If you cannot be present at the Meetings, you are requested to fill in, sign and return the enclosed proxy card(s), for which no postage is required if mailed in the United States, or record your voting instructions by telephone or via the internet promptly.
Melanie Ringold
Senior Vice President,
Chief Legal Officer and Secretary
July 2, 2024
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ANNEX A
FUNDS
The following list sets forth the closed-end investment companies (each a “ Fund ” and collectively, the “ Funds ”) participating in the Joint Annual and Joint Special Meetings of Shareholders to be held at 11 Greenway Plaza, Houston, Texas 77046-1173 on August29, 2024, at 1:00 p.m. Central Daylight Time and at 1:30p.m. Central Daylight Time, respectively. The name in the first column below is the legal name for each Fund. The designation in the second column is the NYSE ticker symbol of each Fund’s common shares. The ticker symbol is sometimes used to identify a specific Fund in the Joint Proxy Statement. The information below is as of the Record Date of May31, 2024.
Each of the Funds has issued common shares of beneficial interest and such common shares of the Funds are referred to herein as the “ Common Shares .” Each of the Funds, except VBF, OIA, IHTA and VLT, has issued preferred shares of beneficial interest with a liquidation preference per share as designated in the fourth column below, and such preferred shares of such Funds are referred to herein as the “ Preferred Shares .”
|
Legal Name |
Common
Shares Ticker Symbol |
CommonShares
Outstanding (1) |
PreferredShares |
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Preferred
Shares Outstanding (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Advantage Municipal Income TrustII |
VKI | 44,406,020.00 | Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share | 1,836 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Bond Fund |
VBF | 11,418,446.00 | None | NotApplicable | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco California Value Municipal Income Trust |
VCV | 47,890,525.00 |
Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share |
1,770 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco High Income 2024 Target Term Fund |
IHTA | 8,786,389.77 | None | Not Applicable | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco High Income TrustII |
VLT | 6,498,037.00 | None | Not Applicable | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Municipal Income Opportunities Trust |
OIA | 47,655,323.00 | None | Not Applicable | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Municipal Opportunity Trust |
VMO | 67,440,685.00 |
Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share |
3,124 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Municipal Trust |
VKQ | 55,335,514.99 | Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share | 2,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Pennsylvania Value Municipal IncomeTrust |
VPV | 23,829,544.00 | Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share | 1,238 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Legal Name |
Common
Shares Ticker Symbol |
CommonShares
Outstanding (1) |
PreferredShares |
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Preferred
Shares Outstanding (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Quality Municipal Income Trust |
IQI | 52,883,797.34 |
Variable Rate Municipal Preferred Shares Series 2020/2023, liquidation preference $100,000 per share |
1,789 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Senior Income Trust |
VVR | 153,254,842.00 |
Variable Rate Term Preferred Shares, liquidation preference $100,000 per share |
1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Trust for Investment Grade Municipals |
VGM | 54,231,968.00 |
Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share |
2,323 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Trust for Investment Grade NewYork Municipals |
VTN | 19,477,753.00 |
Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share |
904 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Invesco Value Municipal Income Trust |
IIM | 47,068,439.32 |
Variable Rate Municipal Preferred Shares, liquidation preference $100,000 per share |
1,981 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
As of the Record Date. |
A-2
ANNEX B
TRUSTEE COMPENSATION
Set forth below is information regarding compensation paid or accrued for each Trustee who was not affiliated with the Adviser during the calendar year ended December31,2023, unless otherwise noted. The term “Invesco Fund Complex” includes each of the open-end and closed-end registered investment companies advised by the Adviser.
|
Trustee |
Aggregate
Compensation From the Funds (1) |
Retirement
Benefits Accrued by All Invesco Funds |
Estimated
Annual Benefits Upon Retirement (2) |
Total
Compensation From Invesco Fund Complex Paid to Trustees (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Independent Trustees (4, 5) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Beth A. Brown |
$ | 31,905 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | $ | 630,000 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
Carol Deckbar |
3,933 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | |||||||||||||||||||||||||||||||||||||||||||||
|
Cynthia Hostetler |
23,280 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 465,000 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Eli Jones |
21,151 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 422,500 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Elizabeth Krentzman |
23,649 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 470,000 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Anthony J. Lacava, Jr. |
23,780 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 477,500 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
James “Jim” Liddy |
3,933 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | |||||||||||||||||||||||||||||||||||||||||||||
|
Prema Mathai-Davis |
22,153 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | $ | 205,000 | VALIGN="bottom"> | 442,500 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Joel W. Motley |
21,774 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 430,000 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Teresa M. Ressel |
22,026 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 440,000 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Robert C. Troccoli |
22,151 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 445,000 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
|
Daniel S. Vandivort |
23,153 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 462,500 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
Amounts shown are based on the fiscal year ended February29, 2024. The total amount of compensation deferred by all Trustees of the Funds during the fiscal year ended February29, 2024, including earnings, was $51,896.69. The amount of aggregate compensation paid by each Fund as of the most recent fiscal year end is as follows: |
|
Fund |
Lacava,Jr. | Deckbar | Brown | Vandivort | Krentzman | Hostetler | Motley | Jones | ||||||||||||||||||||||||
|
VKI |
$ | 1,897.07 | VALIGN="bottom"> | $ | 296.30 | VALIGN="bottom"> | $ | 2,320.79 | VALIGN="bottom"> | $ | 1,786.03 | VALIGN="bottom"> | $ | 1,719.38 | VALIGN="bottom"> | $ | 1,722.79 | VALIGN="bottom"> | $ | 1,629.24 | VALIGN="bottom"> | $ | 1,651.49 | VALIGN="bottom"> | ||||||||
|
VBF |
1,928.29 | VALIGN="bottom"> | 301.13 | VALIGN="bottom"> | 2,358.69 | VALIGN="bottom"> | 1,815.48 | VALIGN="bottom"> | 1,747.45 | VALIGN="bottom"> | 1,751.14 | VALIGN="bottom"> | 1,655.95 | VALIGN="bottom"> | 1,678.89 | VALIGN="bottom"> | ||||||||||||||||
|
VCV |
1,729.72 | VALIGN="bottom"> | 269.45 | VALIGN="bottom"> | 2,118.71 | VALIGN="bottom"> | 1,627.97 | VALIGN="bottom"> | 1,569.71 | VALIGN="bottom"> | 1,569.93 | VALIGN="bottom"> | 1,486.47 | VALIGN="bottom"> | 1,500.73 | VALIGN="bottom"> | ||||||||||||||||
|
VLT |
1,807.92 | VALIGN="bottom"> | 282.12 | VALIGN="bottom"> | 2,213.20 | VALIGN="bottom"> | 1,701.88 | VALIGN="bottom"> | 1,639.65 | VALIGN="bottom"> | 1,641.94 | VALIGN="bottom"> | 1,553.22 | VALIGN="bottom"> | 1,572.15 | VALIGN="bottom"> | ||||||||||||||||
|
OIA |
1,660.48 | VALIGN="bottom"> | 258.27 | VALIGN="bottom"> | 2,034.99 | VALIGN="bottom"> | 1,562.78 | VALIGN="bottom"> | 1,507.66 | VALIGN="bottom"> | 1,506.97 | VALIGN="bottom"> | 1,427.44 | VALIGN="bottom"> | 1,439.10 | VALIGN="bottom"> | ||||||||||||||||
|
VMO |
1,869.06 | VALIGN="bottom"> | 292.25 | VALIGN="bottom"> | 2,287.64 | VALIGN="bottom"> | 1,759.68 | VALIGN="bottom"> | 1,694.82 | VALIGN="bottom"> | 1,697.50 | VALIGN="bottom"> | 1,605.65 | VALIGN="bottom"> | 1,626.10 | VALIGN="bottom"> | ||||||||||||||||
|
VKQ |
1,594.27 | VALIGN="bottom"> | 247.78 | VALIGN="bottom"> | 1,955.10 | VALIGN="bottom"> | 1,500.40 | VALIGN="bottom"> | 1,448.46 | VALIGN="bottom"> | 1,447.49 | VALIGN="bottom"> | 1,371.00 | VALIGN="bottom"> | 1,381.53 | VALIGN="bottom"> | ||||||||||||||||
|
VPV |
1,988.82 | VALIGN="bottom"> | 311.01 | VALIGN="bottom"> | 2,431.55 | VALIGN="bottom"> | 1,872.57 | VALIGN="bottom"> | 1,801.44 | VALIGN="bottom"> | 1,806.68 | VALIGN="bottom"> | 1,707.44 | VALIGN="bottom"> | 1,734.15 | VALIGN="bottom"> | ||||||||||||||||
|
IQI |
1,911.34 | VALIGN="bottom"> | 298.58 | VALIGN="bottom"> | 2,338.15 | VALIGN="bottom"> | 1,799.46 | VALIGN="bottom"> | 1,732.20 | VALIGN="bottom"> | 1,735.91 | VALIGN="bottom"> | 1,641.44 | VALIGN="bottom"> | 1,664.40 | VALIGN="bottom"> | ||||||||||||||||
|
VVR |
1,715.40 | VALIGN="bottom"> | 267.10 | VALIGN="bottom"> | 2,101.54 | VALIGN="bottom"> | 1,614.53 | VALIGN="bottom"> | 1,556.97 | VALIGN="bottom"> | 1,557.61 | VALIGN="bottom"> | 1,474.32 | VALIGN="bottom"> | 1,488.88 | VALIGN="bottom"> | ||||||||||||||||
|
VGM |
1,914.11 | VALIGN="bottom"> | 299.07 | VALIGN="bottom"> | 2,341.41 | VALIGN="bottom"> | 1,802.08 | VALIGN="bottom"> | 1,734.63 | VALIGN="bottom"> | 1,738.47 | VALIGN="bottom"> | 1,643.77 | VALIGN="bottom"> | 1,667.07 | VALIGN="bottom"> | ||||||||||||||||
|
VTN |
1,688.10 | VALIGN="bottom"> | 262.97 | VALIGN="bottom"> | 2,068.81 | VALIGN="bottom"> | 1,588.87 | VALIGN="bottom"> | 1,532.70 | VALIGN="bottom"> | 1,532.81 | VALIGN="bottom"> | 1,451.16 | VALIGN="bottom"> | 1,464.61 | VALIGN="bottom"> | ||||||||||||||||
|
IIM |
794.69 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 1,019.35 | VALIGN="bottom"> | 779.99 | VALIGN="bottom"> | 767.15 | VALIGN="bottom"> | 767.09 | VALIGN="bottom"> | 704.25 | VALIGN="bottom"> | 732.11 | VALIGN="bottom"> | |||||||||||||||
|
IHTA |
1,917.73 | VALIGN="bottom"> | 300.10 | VALIGN="bottom"> | 2,364.15 | VALIGN="bottom"> | 1,819.60 | VALIGN="bottom"> | 1,751.29 | VALIGN="bottom"> | 1,752.50 | VALIGN="bottom"> | 1,657.46 | VALIGN="bottom"> | 1,677.45 | VALIGN="bottom"> | ||||||||||||||||
B-1
|
Fund |
Liddy |
Mathai-
Davis | Ressel | Troccoli | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
VKI |
$ | 296.30 | VALIGN="bottom"> | $ | 1,777.50 | VALIGN="bottom"> | $ | 1,600.47 | VALIGN="bottom"> | $ | 1,838.30 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||
|
VBF |
301.13 | VALIGN="bottom"> | 1,823.47 | VALIGN="bottom"> | 1,626.62 | VALIGN="bottom"> | 1,869.01 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VCV |
269.45 | VALIGN="bottom"> | 1,589.65 | VALIGN="bottom"> | 1,461.13 | VALIGN="bottom"> | 1,666.56 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VLT |
282.12 | VALIGN="bottom"> | 1,535.27 | VALIGN="bottom"> | 1,526.23 | VALIGN="bottom"> | 1,748.11 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
OIA |
258.27 | VALIGN="bottom"> | 1,411.63 | VALIGN="bottom"> | 1,403.33 | VALIGN="bottom"> | 1,596.96 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VMO |
292.25 | VALIGN="bottom"> | 1,656.86 | VALIGN="bottom"> | 1,577.61 | VALIGN="bottom"> | 1,808.85 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VKQ |
247.78 | VALIGN="bottom"> | 1,387.43 | VALIGN="bottom"> | 1,348.19 | VALIGN="bottom"> | 1,531.72 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VPV |
311.01 | VALIGN="bottom"> | 1,729.79 | VALIGN="bottom"> | 1,676.88 | VALIGN="bottom"> | 1,932.25 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
IQI |
298.58 | VALIGN="bottom"> | 1,621.97 | VALIGN="bottom"> | 1,612.41 | VALIGN="bottom"> | 1,852.89 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VVR |
267.10 | VALIGN="bottom"> | 1,457.81 | VALIGN="bottom"> | 1,449.26 | VALIGN="bottom"> | 1,653.13 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VGM |
299.07 | VALIGN="bottom"> | 1,624.24 | VALIGN="bottom"> | 1,614.67 | VALIGN="bottom"> | 1,856.02 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
VTN |
262.97 | VALIGN="bottom"> | 1,498.57 | VALIGN="bottom"> | 1,426.66 | VALIGN="bottom"> | 1,625.58 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
|
IIM |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | 727.74 | VALIGN="bottom"> | 727.63 | VALIGN="bottom"> | 764.18 | VALIGN="bottom"> | |||||||||||||||||||||||||||||||||||||||||||||||
|
IHTA |
300.10 | VALIGN="bottom"> | 1,680.34 | VALIGN="bottom"> | 1,629.99 | VALIGN="bottom"> | 1,860.15 | VALIGN="bottom"> | ||||||||||||||||||||||||||||||||||||||||||||||||
| (2) |
These amounts represent the estimated annual benefits payable by the Invesco Funds upon the trustees’ retirement and assumes each Trustee serves until his or her normal retirement date. These amounts are not adjusted to reflect deemed investment appreciation or depreciation. |
| (3) |
These amounts represent the compensation paid from all Invesco Funds to the individuals who serve as trustees. All Trustees currently serve as Trustee of 32 registered investment companies advised by the Adviser. |
| (4) |
On August28, 2022, Mr.Christopher Wilson retired. During the fiscal year ended February29, 2024, compensation from the Funds for Mr.Wilson for consultant services provided to the Funds subsequent to his retirement was $16,959.63. Pursuant to a consulting agreement with the Funds, Mr.Wilson may receive payments for consulting services provided to the Funds for up to three years following his retirement. |
| (5) |
Effective January16, 2024, Ms.Carol Deckbar and Mr.James Liddy were appointed as new Trustees of the Funds. |
B-2
ANNEX C
CURRENT AND PROPOSED STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS
|
Invesco Quality Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not invest more than 5% of the value of its total assets in securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except that the Fund may borrow money from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue any senior securities (as defined in the 1940 Act) other than Preferred Shares of beneficial interest (in accordance with the terms of [the Fund’s] Prospectus and the 1940 Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-1
|
Invesco Quality Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
| (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with [the Fund’s investment restriction regarding borrowing]; or (e) lending portfolio securities. For the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. | ||||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not engage in the underwriting of securities of other issuers except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter for purposes of certain federal securities laws. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans except (a) by the purchase of debt securities in which the Fund may invest consistent with its investment objective and policies, (b) by investment in repurchase agreements, and (c) by lending its portfolio securities. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase real estate or interests in real estate except that the Fund may purchase securities secured by real estate or interests therein. The Fund is not prohibited from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
C-2
|
Invesco Quality Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not invest in commodities or commodity contracts, except the Fund may purchase financial futures contracts and related options and options on debt securities. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of the market value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U. S. Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single-family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-3
|
Invesco Municipal Income Opportunities Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not invest more than 5% of the value of its total assets in the securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time). | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-4
|
Invesco Municipal Income Opportunities Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities as defined in the Act, except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. In interpreting this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 25% of its total assets). | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
C-5
|
Invesco Municipal Income Opportunities Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-6
|
Invesco Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not invest in a manner inconsistent with its classification as a “diversified company” as provided by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. As to 75% of its total assets, invest more than 5% of the value of its total assets in the securities of any one issuer. This limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. |
The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except that the Fund may borrow money to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-7
|
Invesco Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
C-8
|
Invesco Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-9
|
Invesco Municipal Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not with respect to 75% of its total assets, purchase any securities (other than tax-exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions as described above under the heading “Principal Investment Strategies of the Fund” in the [Fund’s] Prospectus. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under [the Fund’s investment restriction regarding borrowing] or with respect to hedging and risk management transactions or the writing of options within limits described in Appendix C to [the Fund’s] SAI. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-10
|
Invesco Municipal Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the municipal securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the municipal securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
C-11
|
Invesco Municipal Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the municipal securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, as described [in the Fund’s registration statement] under “Principal Risks of Investing in the Fund – Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-12
|
Invesco California Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not, with respect to 75% of its total assets, purchase any securities (other than tax-exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing or a Strategic Transaction 1 described in Appendix C to [the Fund’s] SAI. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
| 1 |
Per Appendix C to VCV’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-13
|
Invesco California Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under [the Fund’s investment restriction regarding borrowing] or with respect to Strategic Transactions 1 described in Appendix C to [the Fund’s] SAI. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that Strategic Transactions 1 described in Appendix C to [the Fund’s] SAI, the Fund may engage in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
| 1 |
Per Appendix C to VCV’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-14
|
Invesco California Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that Strategic Transactions 1 described in Appendix C to [the Fund’s] SAI, the Fund may engage in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, as described [in the Fund’s registration statement] under “Principal Risks of Investing in the Fund – Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
| 1 |
Per Appendix C to VCV’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-15
|
Invesco Trust for Investment Grade Municipals Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not, with respect to 75% of its total assets, purchase any securities (other than tax-exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions as described in the Fund’s prospectus. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under [the Fund’s investment restriction regarding borrowing] or with respect to hedging and risk management transactions or the writing of options within limits described in the Fund’s Prospectus. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-16
|
Invesco Trust for Investment Grade Municipals Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
C-17
|
Invesco Trust for Investment Grade Municipals Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
|
Invesco Municipal Opportunity Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not, with respect to 75% of its total assets, purchase any securities (other than obligations issued or guaranteed as to principal or interest by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-18
|
Invesco Municipal Opportunity Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under [the Fund’s investment restriction regarding borrowing] below or with respect to hedging and risk management transactions or the writing of options. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
C-19
|
Invesco Municipal Opportunity Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, as described [in the Fund’s registration statement] under “Principal Risks of Investing in the Fund – Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-20
|
Invesco Advantage Municipal Income Trust II Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not, with respect to 75% of their total assets, purchase any securities (other than obligations issued or guaranteed as to principal or interest by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of their shares, and then only in an amount not exceeding one- third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing or a Strategic Transaction 2 . The Fund will not purchase portfolio securities during any period in which such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
| 2 |
Per Appendix C of VKI’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-21
|
Invesco Advantage Municipal Income Trust II Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described [the Fund’s investment restriction regarding borrowing] or with respect to Strategic Transactions 2 . | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be underwriters in connection with the sale of securities held in their portfolios. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
| 2 |
Per Appendix C of VKI’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-22
|
Invesco Advantage Municipal Income Trust II Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that the Strategic Transactions 2 in which the Fund may invest are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that the Strategic Transactions 2 in which the Fund may invest are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, the Fund may from time to time invest more than 25% of their total assets in one or more particular segments or sectors of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
| 2 |
Per Appendix C of VKI’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-23
|
Invesco Bond Fund Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Registrant may not invest more than five percent of its total assets at market value at the time of purchase in the securities of any one issuer, nor purchase more than ten percent of all outstanding voting securities of any one issuer. This restriction does not include securities of the U.S. Government or any instrumentality thereof. The Registrant may not invest more than five percent of its total assets at market value in securities of companies which, including predecessor companies and operations, have been in continuous operation less than three years. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Registrant may borrow from banks or other lending institutions in privately-arranged transactions and may borrow by issuing, publicly or privately, a single class of senior security representing indebtedness, in series or otherwise, with such interest rates and other terms and provisions, including conversion rights, as the Board of Directors determines; provided that, immediately after any such borrowing, the aggregate amount of indebtedness outstanding does not exceed 331/3% of the value of the Registrant’s total assets including such borrowings, less its liabilities other than such borrowings. The Registrant may borrow for temporary or emergency purposes, but not in excess of five percent of the value of its total assets taken at cost. The Registrant may not mortgage, pledge, or hypothecate its assets to secure borrowings except in an amount taken at market not exceeding 15% of its total assets taken at cost. |
The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-24
|
Invesco Bond Fund Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Registrant may borrow from banks or other lending institutions in privately-arranged transactions and may borrow by issuing, publicly or privately, a single class of senior security representing indebtedness, in series or otherwise, with such interest rates and other terms and provisions, including conversion rights, as the Board of Directors determines; provided that, immediately after any such borrowing, the aggregate amount of indebtedness outstanding does not exceed 331/3% of the value of the Registrant’s total assets including such borrowings, less its liabilities other than such borrowings. The Registrant may borrow for temporary or emergency purposes, but not in excess of five percent of the value of its total assets taken at cost. The Registrant may not mortgage, pledge, or hypothecate its assets to secure borrowings except in an amount taken at market not exceeding 15% of its total assets taken at cost. |
The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Registrant may not act as an underwriter except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under Federal securities laws. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Registrant may not make cash loans, except that the purchase of debt securities in accordance with its investment objective and policies, including the purchase of commercial paper rated “prime”, shall not be considered the making of a loan; nor make loans of securities except up to ten percent of the value of the Registrant’s assets, collateralized at 100% each business day, subject to immediate termination if collateral is not maintained or on five business days’ notice, on which the Registrant will receive all income accruing on the borrowed securities during the loan and will pay no fees except reasonable finders, administrative and custodial fees. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
C-25
|
Invesco Bond Fund Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Real Estate |
The Registrant may not purchase or sell real estate or investments therein, except that the Registrant may invest up to ten percent of its total assets in securities of companies which invest or deal in real estate, including real estate investment trusts. This restriction does not preclude the purchase or sale of securities of companies engaged in a principal business other than investing in real estate, although the securities may be secured by real estate. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Registrant may not purchase or sell commodities or commodity contracts, except the Registrant may purchase and sell interest rate futures contracts and make deposits or have similar arrangements in connection therewith, provided that immediately after any commitment to purchase or sell a contract the sum of the then aggregate futures market prices of interest rate instruments required to be delivered under open futures contract sales and the aggregate purchase prices under open futures contract purchases does not exceed 30% of the value of the Registrant’s total assets. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Registrant may not concentrate its investments in any one industry; neither all utility companies, as a group, nor all finance companies, as a group, are considered a single industry for purposes of this policy. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-26
|
Invesco High Income Trust II Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not, with respect to 75% of its total assets, purchase any securities (other than obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not issue senior securities, (including borrowing money or entering into reverse repurchase agreements) in excess of 33 1/3% of its total assets (including the amount of senior securities issued but excluding any liabilities and indebtedness not constituting senior securities) except that the Fund may issue senior securities which are stocks (including preferred shares of beneficial interest) subject to the limitations set forth in Section 18 of the 1940 Act and except that the Fund may borrow up to an additional 5% of its total assets for temporary purposes; or pledge its assets other than to secure such issuance or in connection with hedging transactions, when-issued and delayed delivery transactions and similar investment strategies. The Fund’s obligations under interest rate swaps are not treated as senior securities. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-27
|
Invesco High Income Trust II Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, (including borrowing money or entering into reverse repurchase agreements) in excess of 33 1/3% of its total assets (including the amount of senior securities issued but excluding any liabilities and indebtedness not constituting senior securities) except that the Fund may issue senior securities which are stocks (including preferred shares of beneficial interest) subject to the limitations set forth in Section 18 of the 1940 Act and except that the Fund may borrow up to an additional 5% of its total assets for temporary purposes; or pledge its assets other than to secure such issuance or in connection with hedging transactions, when-issued and delayed delivery transactions and similar investment strategies. The Fund’s obligations under interest rate swaps are not treated as senior securities. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except (i) to the extent the securities the Fund may invest are considered to be loans; (ii) through loans of portfolio securities, (iii) through the acquisition of securities subject to repurchase agreements and (iv) that the Fund may lend money or property in connection with maintenance of the value of, or the Fund’s interest with respect to, the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
C-28
|
Invesco High Income Trust II Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent the hedging and risk management transactions the Fund may engage in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent the hedging and risk management transactions the Fund may engage in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in securities of issuers conducting their principal business activities in the same industry; provided, that this limitation shall not apply with respect to investments in U.S. Government securities. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-29
|
Invesco Pennsylvania Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
This Fund is classified as non-diversified and therefore, does not currently have a fundamental investment restriction regarding diversification. Therefore, no changes are currently being proposed. | |||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of its shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing or a Strategic Transaction 3 . The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under [the Fund’s investment restriction regarding borrowing] or with respect to Strategic Transactions 3 . | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
| 3 |
Per Appendix C of VPV’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-30
|
Invesco Pennsylvania Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or Fund’s interest with respect to the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that the Strategic Transactions 3 the Fund may engage in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that the Strategic Transactions 3 the Fund may engage in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
| 3 |
Per Appendix C of VPV’s SAI, Strategic Transactions means: “purchase and sell exchange-listed and over-the-counter put and call options on securities, financial futures, fixed-income indices and other financial instruments, purchase and sell financial futures contracts and enter into various interest rate transactions such as swaps, caps, floors or collars.” |
C-31
|
Invesco Pennsylvania Value Municipal Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, as described above, the Fund may from time to time invest more than 25% of its total assets in one or more particular segments or sectors of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
|
Invesco Senior Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund may not purchase any securities (other than obligations issued or guaranteed by the United States Government or by its agencies or instrumentalities) if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer; provided that, with respect to 50% of the Fund’s assets, the Fund may invest up to 25% of its assets in the securities of any one issuer. For purposes of this restriction, the term issuer includes both the Borrower under a loan agreement and the lender selling a participation to the Fund together with any other persons interpositioned between such lender and the Fund with respect to a participation. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not issue senior securities nor borrow money, except that the Fund may issue senior securities or borrow money to the extent permitted by (i) the 1940 Act, (ii) the rules or regulations promulgated by the Securities and Exchange Commission under the 1940 Act, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-32
|
Invesco Senior Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities nor borrow money, except that the Fund may issue senior securities or borrow money to the extent permitted by (i) the 1940 Act, (ii) the rules or regulations promulgated by the Securities and Exchange Commission under the 1940 Act, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of or granting of interests in Senior Loans or other securities acquired by the Fund. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except for obtaining interests in Senior Loans in accordance with its investment objective, through loans of portfolio securities or the acquisition of securities subject to repurchase agreements. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodities contracts except pursuant to the exercise by the Fund of its rights under loan agreements, except to the extent the interests in Senior Loans the Fund may invest in are considered to be interests in real estate, commodities or commodities contracts and except to the extent that hedging instruments the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
C-33
|
Invesco Senior Income Trust Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodities contracts except pursuant to the exercise by the Fund of its rights under loan agreements, except to the extent the interests in Senior Loans the Fund may invest in are considered to be interests in real estate, commodities or commodities contracts and except to the extent that hedging instruments the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not purchase any security if, as a result of such purchase, 25% or more of the Fund’s total assets (taken at current value) would be invested in the securities of Borrowers and other issuers having their principal business activities in the same industry (the electric, gas, water and telephone utility industries, commercial banks, thrift institutions and finance companies being treated as separate industries for purposes of this restriction); provided, that this limitation shall not apply with respect to obligations issued or guaranteed by the U.S. Government or by its agencies or instrumentalities. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. | ||
C-34
|
Invesco Trust for Investment Grade New York Municipals Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Diversification |
The Fund does not currently have a stated fundamental investment restriction regarding diversification under the 1940 Act. The Fund was initially classified as a “non-diversified” fund and therefore did not have a fundamental investment restriction regarding diversification. Pursuant to SEC guidance, an investment company that has registered as a non-diversified company but has operated as a diversified company for a period of at least three years is a de facto “diversified company” and cannot operate again as a non-diversified company without first obtaining shareholder approval as required under Section 13 of the 1940 Act. Because the Fund has been operating as a diversified fund for at least three years, the Fund is considered a de facto diversified fund and is therefore subject to the same diversification requirements as the other diversified Amending Funds. | The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Borrowing |
The Fund may not borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
|
Fundamental Investment Restriction Regarding Senior Securities |
The Fund may not issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (3) below or with respect to hedging and risk management transactions or the writing of options. | The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. | ||
C-35
|
Invesco Trust for Investment Grade New York Municipals Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Underwriting |
The Fund may not act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. | ||
|
Fundamental Investment Restriction Regarding Lending |
The Fund may not make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. | ||
|
Fundamental Investment Restriction Regarding Real Estate |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | ||
|
Fundamental Investment Restriction Regarding Commodities |
The Fund may not purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. | The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund. | ||
C-36
|
Invesco Trust for Investment Grade New York Municipals Current Fundamental Investment Restriction |
Proposed Fundamental Investment Restriction |
|||
|
Fundamental Investment Restriction Regarding Concentration |
The Fund may not invest more than 25% of its total assets in a single industry; however, the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. |
C-37
ANNEX D
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, the following record owners of Common Shares or Preferred Shares of each Fund held, directly or beneficially, more than 5% of the voting securities of a class of securities of each Fund, according to disclosure publicly filed with the SEC. For purposes of the 1940 Act, any person who owns, directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder is identified in the following table as the beneficial owner and holder of record of more than 25% of the outstanding voting securities of a Fund and has voting and/or investment power, the shareholder may be presumed to control such Fund.
|
Fund |
ClassofShares |
Name and Address of Holder |
Amount
of Shares Ownedby Beneficial Owner |
Percentage
ofSharesOutstandingas of Record Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
VMO |
Preferred |
JPMorgan Chase Bank, National Association 1111 Polaris Parkway Columbus, OH 43240 |
3,124 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VPV |
Preferred |
Bank of America Corporation Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 |
1,238 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
IQI |
Preferred |
JPMorgan Chase Bank, National Association 1111 Polaris Parkway Columbus, OH 43240 |
1,789 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VGM |
Preferred |
JPMorgan Chase Bank, National Association 1111 Polaris Parkway Columbus, OH 43240 |
2,323 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VTN |
Preferred |
Bank of America Corp. 100 North Tryon Street Charlotte, NC 28255 |
904 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
IIM |
Preferred |
JPMorgan Chase Bank, National Association 1111 Polaris Parkway Columbus, OH 43240 |
1,981 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VKQ |
Preferred |
Toronto-Dominion Investments, Inc. 1 Vanderbilt Avenue New York, NY 10017 |
2,428 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fund |
ClassofShares |
Name and Address of Holder |
Amount
of Shares Ownedby Beneficial Owner |
Percentage
ofSharesOutstandingas of Record Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
VKI |
Preferred |
Bank of America Corporation Bank of America Preferred Funding Corporation 100 North Tryon Street Charlotte, North Carolina 28255 |
1,836 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VCV |
Preferred |
Bank of America Corp. 100 North Tryon Street Charlotte, NC 28255 |
1,770 | VALIGN="top"> | 100 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VTN |
Common |
Saba Capital Management, LP Saba Capital Management GP, LLC Boaz R. Weinstein 405 Lexington Avenue 58 th Floor New York, NY 10174 |
2,757,658 | VALIGN="top"> | 14.16 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VPV |
Common |
Saba Capital Management, LP Saba Capital Management GP, LLC Boaz R. Weinstein 405 Lexington Avenue 58th Floor New York, NY 10174 |
2,875,840 | VALIGN="top"> | 12.07 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VBF |
Common |
First Trust Portfolios, L.P., First Trust Advisors, L.P., The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
2,015,023 | VALIGN="top"> | 17.65 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VPV |
Common |
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 |
2,360,040 | VALIGN="top"> | 9.90 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VMO |
Common |
Saba Capital Management, LP Saba Capital Management GP, LLC Boaz R. Weinstein 405 Lexington Avenue 58 th Floor New York, NY 10174 |
6,665,582 | VALIGN="top"> | 9.88 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
IHTA |
Common |
Private Management Group, Inc. 15635 Alton Parkway, Suite 400 Irvine, CA 92618 |
846,693 | VALIGN="top"> | 9.64 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VTN |
Common |
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 |
1,859,165 | VALIGN="top"> | 9.55 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fund |
ClassofShares |
Name and Address of Holder |
Amount
of Shares Ownedby Beneficial Owner |
Percentage
ofSharesOutstandingas of Record Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
IHTA |
Common |
Morgan Stanley Smith Barney LLC 1585 Broadway New York, NY 10036 |
747,468 | VALIGN="top"> | 8.50 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
IHTA |
Common |
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 |
689,416 | VALIGN="top"> | 7.85 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VVR |
Common |
Morgan Stanley Smith Barney LLC 1585 Broadway New York, NY 10036 |
9,649,957 | VALIGN="top"> | 6.30 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VBF |
Common |
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 |
739,378 | VALIGN="top"> | 6.48 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VLT |
Common |
First Trust Portfolios, L.P., First Trust Advisors, L.P., The Charger Corporation 120 East Liberty Drive, Suite400 Wheaton, IL 60187 |
383,303 | VALIGN="top"> | 5.90 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VGM |
Common |
Karpus Management Inc. 183 Sully’s Train Pittsford, NY 14534 |
3,199,553 | VALIGN="top"> | 5.90 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VKQ |
Common |
Saba Capital Management, LP Saba Capital Management GP, LLC Boaz R. Weinstein 405 Lexington Avenue 58th Floor New York, NY 10174 |
3,175,370 | VALIGN="top"> | 5.74 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
VGM |
Common |
Saba Capital Management, LP Saba Capital Management GP, LLC Boaz R. Weinstein 405 Lexington Avenue 58th Floor New York, NY 10174 |
2,867,862 | VALIGN="top"> | 5.29 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
IHTA |
Common |
Bulldog Investors, LLP Phillip Goldstein Andrew Dakos 250 Pehle Ave., Suite 708 Saddle Brook, NJ 07663 |
458,258 | VALIGN="top"> | 5.22 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fund |
ClassofShares |
Name and Address of Holder |
Amount
of Shares Ownedby Beneficial Owner |
Percentage
ofSharesOutstandingas of Record Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
VBF |
Common |
1607 Capital Partners, LLC 13 S. 13th Street, Suite 400 Richmond, VA 23219 |
596,579 | VALIGN="top"> | 5.20 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
IQI |
Common |
Karpus Management Inc. 183 Sully’s Train Pittsford, NY 14534 |
2,741,787 | VALIGN="top"> | 5.18 | VALIGN="top">% | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fund |
VKI | VBF | VCV |
IHTA |
VLT |
OIA | VMO | VKQ | VPV | IQI | VVR | VGM | VTN | IIM |
AggregateDollar
Range ofEquity Securitiesinall Registered Investment Companies Overseen by Trustee orNominee intheInvesco FundComplex | |||||||||||||||||||||||||||||||||||||||||
|
Interested Trustee |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Jeffrey H. Kupor 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Douglas Sharp 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
IndependentTrustees |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Brown 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Deckbar 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Hostetler 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Jones 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Krentzman 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
LaCava 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Liddy 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Mathai-Davis 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Motley 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Ressel 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Troccoli 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
|
Vandivort 1 |
None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | None | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | None | VALIGN="bottom"> | Over$100,000 (1) | VALIGN="bottom"> | ||||||||||||||||||||||||||||
| 1. |
Includes the total amount of compensation deferred by the Trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the funds in the Invesco Funds. |
E-1
ANNEXF
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
During each Fund’s prior two fiscal years, the Funds were billed the amounts listed below by PricewaterhouseCoopers LLP (“ PwC ”), the Funds’ independent registered public accounting firm, for audit and non-audit services rendered to the Funds. During each Fund’s prior two fiscal years, all audit or non-audit services provided to the Funds by PwC were approved by each Fund’s Audit Committee in accordance with its pre-approval policies and procedures.
Fees Billed for Services Rendered to the Funds for Fiscal Year Ended February29, 2024
| Non-Audit Fees | ||||||||||||||||||||||||
|
Fund |
AuditFees |
Audit-Related
Fees | ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> TaxFees (1) | AllOtherFees |
TotalNon-Audit
Fees | TotalFees | ||||||||||||||||||
|
VKI |
$ | 51,470 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $14,598 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $14,598 | VALIGN="bottom"> | $ | 66,068 | VALIGN="bottom"> | ||||||||
|
VBF |
40,663 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 16,098 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 16,098 | VALIGN="bottom"> | 56,761 | VALIGN="bottom"> | ||||||||||||
|
VCV |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
IHTA |
65,034 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 16,098 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 16,098 | VALIGN="bottom"> | 81,132 | VALIGN="bottom"> | ||||||||||||
|
VLT |
40,663 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 16,098 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 16,098 | VALIGN="bottom"> | 56,761 | VALIGN="bottom"> | ||||||||||||
|
OIA |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
VMO |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
VKQ |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
VPV |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
IQI |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
VVR |
146,062 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 41,098 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 41,098 | VALIGN="bottom"> | 187,160 | VALIGN="bottom"> | ||||||||||||
|
VGM |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
VTN |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
|
IIM |
51,470 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,598 | VALIGN="bottom"> | 66,068 | VALIGN="bottom"> | ||||||||||||
| Non-Audit Fees | ||||||||||||||||||||||||
|
Fund |
AuditFees |
Audit-Related
Fees | ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> TaxFees (1) | AllOtherFees |
TotalNon-Audit
Fees | TotalFees | ||||||||||||||||||
|
VKI |
$ | 49,292 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $14,203 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $14,203 | VALIGN="bottom"> | $ | 63,495 | VALIGN="bottom"> | ||||||||
|
VBF |
38,942 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 53,995 | VALIGN="bottom"> | ||||||||||||
|
VCV |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
IHTA |
62,281 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 77,334 | VALIGN="bottom"> | ||||||||||||
|
VLT |
38,942 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 53,995 | VALIGN="bottom"> | ||||||||||||
|
OIA |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
VMO |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
VKQ |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
VPV |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
IQI |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
VVR |
106,682 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 15,053 | VALIGN="bottom"> | 121,735 | VALIGN="bottom"> | ||||||||||||
|
VGM |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
VTN |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
|
IIM |
49,292 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | 14,203 | VALIGN="bottom"> | 63,495 | VALIGN="bottom"> | ||||||||||||
| (1) |
Tax Fees for the fiscal year end February29, 2024 and February28, 2023 includes fees billed for preparation of U.S. Tax Returns and Taxable Income calculations, including excise tax and year-to-date estimates for various book-to-tax differences. |
Fees Billed by PwC Related to Invesco and Invesco Affiliates
PwC billed Invesco Advisers, Inc. (“ Invesco ”), the Funds’ adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Funds (“ Invesco Affiliates ”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years as follows:
|
FeesBilledforNon-
Audit Services RenderedtoInvesco andInvescoAffiliates for fiscal year end 2024 That Were Required to be Pre-Approved by the Registrant’s Audit Committee |
FeesBilledforNon-
Audit Services RenderedtoInvesco andInvescoAffiliates for fiscal year end 2023 That Were Required to be Pre-Approved by the Registrant’s Audit Committee | |||||||
|
Audit-Related Fees (1) |
$ | 1,094,000 | VALIGN="bottom"> | $ | 874,000 | VALIGN="bottom"> | ||
|
Tax Fees |
0 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | ||||
|
All Other Fees |
0 | VALIGN="bottom"> | 0 | VALIGN="bottom"> | ||||
|
Total Fees |
1,094,000 | VALIGN="bottom"> | 874,000 | VALIGN="bottom"> | ||||
| (1) |
Audit-Related fees for the years ended 2024 and 2023 include fees billed related to reviewing controls at a service organization. |
|
(e)(2) There were no amounts that were pre-approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X. |
|
(f) Not applicable. |
|
(g) In addition to the amounts shown in the tables above, PwC billed Invesco and Invesco Affiliates aggregate fees of $6,510,000 for the fiscal year ended February29, 2024 and $7,376,000 for the fiscal year ended February28, 2023. In total, PwC billed the Registrants, Invesco and Invesco Affiliates aggregate non-audit fees of $7,839,372 for the fiscal year ended February29, 2024 and $8,452,242 for the fiscal year ended February28, 2023. |
|
PwC provided audit services to the Investment Company complex of approximately $33million. |
|
(h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence. |
F-2
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committees
of the Invesco Funds (the “Funds”)
Last Amended March29, 2017
| I. |
Statement of Principles |
The Audit Committees (the “ Audit Committee ”) of the Boards of Trustees of the Funds (the “ Board ”) have adopted these policies and procedures (the “ Procedures ”) with respect to the pre-approval of audit and non-audit services to be provided by the Funds’ independent auditor (the “ Auditor ”) to the Funds, and to the Funds’ investment adviser(s) and any entity controlling, controlled by, or under common control with the investment adviser(s) that provides ongoing services to the Funds (collectively, “ Service Affiliates ”).
Under Section202 of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule2-01 of Regulation S-X requires that the Audit Committee also pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds (a “ Service Affiliate’s Covered Engagement ”).
These Procedures set forth the procedures and the conditions pursuant to which the Audit Committee may pre-approve audit and non-audit services for the Funds and a Service Affiliate’s Covered Engagement pursuant to rules and regulations of the Securities and Exchange Commission (“ SEC ”) and other organizations and regulatory bodies applicable to the Funds (“ Applicable Rules ”). 2 They address both general pre-approvals without consideration of specific case-by-case services (“ general pre-approvals ”) and pre-approvals on a case-by-case basis (“ specific pre-approvals ”). Any services requiring pre-approval that are not within the scope of general pre-approvals hereunder are subject to specific pre-approval. These Procedures also address the delegation by the Audit Committee of pre-approval authority to the Audit Committee Chair or Vice Chair.
| II. |
Pre-Approval of Fund Audit Services |
The annual Fund audit services engagement, including terms and fees, is subject to specific pre-approval by the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.
In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specifically pre-
| 2 |
Applicable Rules include, for example, New York Stock Exchange (“ NYSE ”) rules applicable to closed-end funds managed by Invesco and listed on the NYSE. |
F-3
approve engagements for other audit services, which are those services that only an independent auditor reasonably can provide. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.
| III. |
General and Specific Pre-Approval of Non-Audit Fund Services |
The Audit Committee will consider, at least annually, the list of General Pre-Approved Non-Audit Services which list may be terminated or modified at any time by the Audit Committee. To inform the Audit Committee’s review and approval of General Pre-Approved Non-Audit Services, the Funds’ Treasurer (or his or her designee) and Auditor shall provide such information regarding independence or other matters as the Audit Committee may request.
Any services or fee ranges that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval. Each request for specific pre-approval by the Audit Committee for services to be provided by the Auditor to the Funds must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, and other relevant information sufficient to allow the Audit Committee to consider whether to pre-approve such engagement, including evaluating whether the provision of such services will impair the independence of the Auditor and is otherwise consistent with Applicable Rules.
| IV. |
Non-Audit Service Types |
The Audit Committee may provide either general or specific pre-approval of audit-related, tax or other services, each as described in more detail below.
| a. |
Audit-Related Services |
“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by an independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; services related to mergers, acquisitions or dispositions; compliance with ratings agency requirements and interfund lending activities; and assistance with internal control reporting requirements.
| b. |
Tax Services |
“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will not approve proposed services of the Auditor which the Audit Committee believes are to be provided in connection with a service or transaction initially recommended by the Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue
F-4
Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisers as necessary to ensure the consistency of tax services rendered by the Auditor with the foregoing policy. The Auditor shall not represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.
Each request to provide tax services under either the general or specific pre-approval of the Audit Committee will include a description from the Auditor in writing of (i)the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written, or otherwise) between the Auditor and the Funds, relating to the service; and (ii)any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor (or an affiliate of the Auditor) and any person (other than the Funds or Service Affiliates receiving the services) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will also discuss with the Audit Committee the potential effects of the services on the independence of the Auditor, and document the substance of its discussion with the Audit Committee.
| c. |
Other Services |
The Audit Committee may pre-approve other non-audit services so long as the Audit Committee believes that the service will not impair the independence of the Auditor. Appendix I includes a list of services that the Auditor is prohibited from performing by the SEC rules. Appendix I also includes a list of services that would impair the Auditor’s independence unless the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements.
| V. |
Pre-Approval of Service Affiliate’s Covered Engagements |
Rule 2-01 of Regulation S-X requires that the Audit Committee pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds, defined above as a “Service Affiliate’s Covered Engagement.”
The Audit Committee may provide either general or specific pre-approval of any Service Affiliate’s Covered Engagement, including for audit-related, tax or other services, as described above, if the Audit Committee believes that the provision of the services to a Service Affiliate will not impair the independence of the Auditor with respect to the Funds. Any Service Affiliate’s Covered Engagements that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval.
Each request for specific pre-approval by the Audit Committee of a Service Affiliate’s Covered Engagement must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, a description of the current status of the pre-approval process involving other audit committees in the Invesco investment company complex (as
F-5
defined in Rule 2-201 of Regulation S-X) with respect to the proposed engagement, and other relevant information sufficient to allow the Audit Committee to consider whether the provision of such services will impair the independence of the Auditor from the Funds. Additionally, the Funds’ Treasurer (or his or her designee) and the Auditor will provide the Audit Committee with a statement that the proposed engagement requires pre-approval by the Audit Committee, the proposed engagement, in their view, will not impair the independence of the Auditor and is consistent with Applicable Rules, and the description of the proposed engagement provided to the Audit Committee is consistent with that presented to or approved by the Invesco audit committee.
Information about all Service Affiliate engagements of the Auditor for non-audit services, whether or not subject to pre-approval by the Audit Committee, shall be provided to the Audit Committee at least quarterly, to allow the Audit Committee to consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds. The Funds’ Treasurer and Auditor shall provide the Audit Committee with sufficiently detailed information about the scope of services provided and the fees for such services, to ensure that the Audit Committee can adequately consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds.
| VI. |
Pre-Approved Fee Levels or Established Amounts |
Pre-approved fee levels or ranges for audit and non-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under general pre-approval or specific pre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum pre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specific pre-approval by the Audit Committee before payment of any additional fees is made.
| VII. |
Delegation |
The Audit Committee hereby delegates, subject to the dollar limitations set forth below, specific authority to its Chair, or in his or her absence, Vice Chair, to pre-approve audit and non-audit services proposed to be provided by the Auditor to the Funds and/or a Service Affiliate’s Covered Engagement, between Audit Committee meetings. Such delegation does not preclude the Chair or Vice Chair from declining, on a case by case basis, to exercise his or her delegated authority and instead convening the Audit Committee to consider and pre-approve any proposed services or engagements.
Notwithstanding the foregoing, the Audit Committee must pre-approve: (a)any non-audit services to be provided to the Funds for which the fees are estimated to exceed $500,000; (b)any Service Affiliate’s Covered Engagement for which the fees are estimated to exceed $500,000; or (c)any cost increase to any previously approved service or engagement that exceeds the greater of $250,000 or 50% of the previously approved fees up to a maximum increase of $500,000.
F-6
| VIII. |
Compliance with Procedures |
Notwithstanding anything herein to the contrary, failure to pre-approve any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X shall not constitute a violation of these Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements are pre-approved in compliance with these Procedures. The Funds’ Treasurer will immediately report to the Chair of the Audit Committee, or the Vice Chair in his or her absence, any breach of these Procedures that comes to the attention of the Funds’ Treasurer or any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of RegulationS-X.
On at least an annual basis, the Auditor will provide the Audit Committee with a summary of all non-audit services provided to any entity in the investment company complex (as defined in section 2-01(f)(14) of Regulation S-X, including the Funds and Service Affiliates) that were not pre-approved, including the nature of services provided and the associated fees.
| IX. |
Amendments to Procedures |
All material amendments to these Procedures must be approved in advance by the Audit Committee. Non-material amendments to these Procedures may be made by the Legal and Compliance Departments and will be reported to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.
F-7
Appendix I
Non-Audit Services That May Impair the Auditor’s Independence
The Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services:
| • |
Management functions; |
| • |
Human resources; |
| • |
Broker-dealer, investment adviser, or investment banking services; |
| • |
Legal services; |
| • |
Expert services unrelated to the audit; |
| • |
Any service or product provided for a contingent fee or a commission; |
| • |
Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance; |
| • |
Tax services for persons in financial reporting oversight roles at the Fund; and |
| • |
Any other service that the Public Company Oversight Board determines by regulation is impermissible. |
An Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services unless it is reasonable to conclude that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements:
| • |
Bookkeeping or other services related to the accounting records or financial statements of the audit client; |
| • |
Financial information systems design and implementation; |
| • |
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; |
| • |
Actuarial services; and |
| • |
Internal audit outsourcing services. |
F-8
CEF-PROXY-062524
PO Box 211230, Eagan, MN 55121-9984 VOTE ONLINE 1. Read the proxy statement. 2. Go to: www.proxyvotenow.com/invesco2024 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-429-7135 3. Follow the simple instructions. VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided FUND NAME PRINTS HERE PROXY FOR THE JOINT ANNUAL MEETING AND JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST29, 2024 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder of the above-referenced Fund (the “Fund”) hereby revokes all previous proxies and appoints each of Melanie Ringold, Kelli Gallegos, Adrien Deberghes, Taylor Edwards and Amanda Roberts, collectively or individually, as his or her attorney-in-fact and proxy, with the power of substitution of each, to vote and act with respect to all shares of the Fund, which the undersigned is entitled to vote at the Joint Annual Meeting and Joint Special Meeting of Shareholders to be held on August29, 2024 at 11 Greenway Plaza, Houston, Texas 77046-1173, and at any adjournment(s), postponement(s) or delay(s) thereof. The Joint Annual Meeting will be held at 1:00 p.m. Central Daylight Time (the “First Meeting”). The Joint Special Meeting will be held at 1:30 p.m. Central Daylight Time (the “Second Meeting”) (each a “Meeting” and collectively, the “Meetings”). THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS PROPERLY EXECUTED BUT NO CHOICE IS INDICATED AS TO THE PROPOSAL OR THE SUB-PROPOSALS, THIS PROXY CARD WILL BE VOTED “FOR ALL” THE NOMINEES AND “FOR” EACH OF THE SUB-PROPOSALS. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETINGS AND IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETINGS. Do you have questions? If you have any questions about how to vote your proxy card or about the Meetings in general, please call toll-free (833)-876-2299. Representatives are available to assist you Monday through Friday, from 10:00 a.m. to 11:00 p.m., Eastern Daylight Time. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Joint Annual Meeting and Joint Special Meeting of Shareholders to be held on August29, 2024. Please refer to the Proxy Statement for a discussion of each of these matters, including instructions related to meeting attendance. The Proxy Statement for this Meeting is available online at: https://www.proxyvotinginfo.com/p/invesco2024 The Board of Trustees of the Fund unanimously recommends that you cast your vote ‘FOR’ ALL of the nominees and ‘FOR’ the amendment and/or elimination of the fundamental investment restrictions of the Fund, as applicable. TO VOTE, MARK THE BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒ FIRST MEETING: 1a. 1b. CommonShareholdersand PreferredShareholders, voting together. To elect trustees: (01) Elizabeth Krentzman (02) Robert C. Troccoli (03) Carol Deckbar (04) Douglas Sharp *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. CommonShareholders. To elect trustees: (01) Elizabeth Krentzman (02) Robert C. Troccoli (03) Carol Deckbar (04) Douglas Sharp *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. FOR ALL ☐ FOR ALL ☐ WITHHOLD ALL ☐ WITHHOLD ALL ☐ FOR ALL EXCEPT* ☐ FOR ALL EXCEPT* ☐ ☐ ☐ SECOND MEETING: 1. To approve amendments to the current fundamental investment restrictions for the Funds other than IHTA as follows: FOR ALL To vote ‘FOR ALL’ proposals, please check here FOR AGAINST ABSTAIN (a) To amend the fundamental investment restriction regarding diversification (with the exception of VPV). ☐ ☐ ☐ (b) To amend the fundamental investment restriction regarding borrowing. ☐ ☐ ☐ (c) To amend the fundamental investment restriction regarding issuing senior securities. ☐ ☐ ☐ (d) To amend the fundamental investment restriction regarding underwriting securities issued by other persons. ☐ ☐ ☐ (e) To amend the fundamental investment restriction regarding lending. ☐ ☐ ☐ (f) To amend the fundamental investment restriction regarding purchasing and selling real estate. ☐ ☐ ☐ (g) To amend the fundamental investment restriction regarding purchasing and selling commodities. ☐ ☐ ☐ (h) To amend the fundamental investment restriction regarding industry concentration. ☐ ☐ ☐ Continued on next page
2. To approve the removal of the following current fundamental investment restrictions for the affected Funds as follows: FOR ALL To vote ‘FOR ALL’ proposals, please check here FOR AGAINST ABSTAIN (a) For IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding purchasing on margin. ☐ ☐ ☐ (b) For IQI, OIA, VKQ, VCV, VKI, VBF, VGM, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction(s) regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options. ☐ ☐ ☐ (1) For IQI and OIA, to remove the fundamental investment restriction regarding short sales of securities.* ☐ ☐ ☐ (2) For IQI and OIA, to remove the fundamental investment restriction regarding writing, purchasing or selling puts or calls.* ☐ ☐ ☐ (c) For IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding investing for control or management. ☐ ☐ ☐ (d) For IQI, OIA and VBF, to remove the fundamental investment restriction regarding investing in management-owned securities. ☐ ☐ ☐ (e) For VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding investing in other investment companies. ☐ ☐ ☐ (f) For IQI, OIA, VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs. ☐ ☐ ☐ (g) For IQI and OIA, to remove the fundamental investment restriction regarding purchasing taxable debt. ☐ ☐ ☐ (h) For IQI and OIA, to remove the fundamental investment restriction regarding investing in unseasoned companies. ☐ ☐ ☐ (i) For IQI and OIA, to remove the fundamental investment restriction regarding investing in common stock. ☐ ☐ ☐ (j) For IQI and OIA, to remove the fundamental investment restriction regarding pledging of assets. ☐ ☐ ☐ (k) For OIA, to remove the fundamental investment restriction regarding investing in restricted securities. ☐ ☐ ☐ (l) For VKQ, VCV, VTN and VMO, to remove the fundamental investment restriction regarding investing for short-term profit. ☐ ☐ ☐ (m) For VBF, to remove the fundamental investment restriction regarding investing in preferred stock. ☐ ☐ ☐ (n) For VBF, to remove the fundamental investment restriction regarding investing in debt securities. ☐ ☐ ☐ (o) For VBF, to remove the fundamental investment restriction regarding joint trading. ☐ ☐ ☐ (p) For VVR, to remove the fundamental investment restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund. ☐ ☐ ☐ * Shareholders of IQI and OIA will each vote separately to (1)remove the fundamental investment restriction regarding short sales of securities, and (2)remove the fundamental investment restriction regarding writing, purchasing or selling puts or calls, as these fundamental restrictions are separate restrictions in the Funds’ registration statement. YOUR SIGNATURE ON THIS PROXY CARD IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE BE SURE TO SIGN, DATE, AND RETURN ALL PAGES OF THIS PROXY CARD IN THE ENCLOSED ENVELOPE.