X0405 TA-1/A 0001407656 XXXXXXXX 084-06210 true LIVE SEC INVESCO CANADA LTD. (FORMERLY INVESCO TRIMARK LTD.) INVESCO CANADA LTD. (FORMERLY INVESCO TRIMARK LTD) 331819 119 EUSTON STREET CHARLOTTETOWN A7 C1A 1W3 Y SECRETARY, LEGAL DEPARTMENT 16 YORK STREET, SUITE 1200 TORONTO A6 M5J 0E6 1 800 874 6275 Y 16 YORK STREET SUITE 1200 TORONTO A6 M5J 0E6 N N Y INVESCO INVESTMENT SERVICES, INC. 084-05432 11 GREENWAY PLAZA STE 1000 HOUSTON TX 77046 Corporation James Charles Russell 01/01/2011 Director, Transfer Agency NA true James Douglas Kingston 01/01/2011 Head of Product Management, ETFs and Alt NA true Michael Henry Peck 07/20/2015 SVP Institutional Investments NA true 03/31/2023 Invesco, Inc. 11/30/2017 Sole Voting Shareholder E true John Mark Zerr 03/01/2019 President NA true 08/30/2024 John Mark Zerr 03/01/2019 Director NA true 08/30/2024 John Mark Zerr 03/01/2019 Chief Executive Officer NA true 08/30/2024 John Mark Zerr 03/01/2019 Chairman NA true 08/30/2024 James Charles Russell 06/10/2019 Director NA true Jason MacKay 06/10/2019 Director NA true Jason MacKay 02/01/2018 Head of Wealth Management Intermediaries NA true Jacqueline (Kate) Archibald 02/01/2020 SVP, Head of Compliance Canada NA true Shalomi Abraham 08/19/2019 SVP, Head of Legal-Canada NA true Shalomi Abraham 01/01/2019 Secretary NA true Jacqueline (Kate) Archibald 02/24/2020 Chief Compliance Officer NA true Shane Ezra Sadinsky 02/01/2021 Chief Financial Officer, Funds NA true Jordan Andrew Krugman 02/24/2021 Director NA true Pasquale (Pat) Chiefalo 03/08/2021 SVP, Head of ETFs & Indexed Strategies NA true Jordan Andrew Krugman 06/14/2021 Chief Financial Officer NA true Glenn Brightman 08/30/2024 President NA true Glenn Brightman 08/30/2024 Director NA true Glenn Brightman 08/30/2024 Chief Executive Officer NA true Glenn Brightman 08/30/2024 Chairman NA true N N N N N N Y INVESCO Funds Group Inc. INVESCO Docket 03CV2421 12/02/2003 United States Securities and Exchange Commission SEC On October 8, 2004, the U.S. Securities and Exchange Commission ("SEC") settled an administrative proceeding against AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM"), Invesco Funds Group, Inc. ("IFG") and AIM Distributors, Inc. (n/k/a Invesco Distributors, Inc.) ("ADI") (collectively, "Respondents"). The allegations concerned market timing of and late trading by the proprietary mutual funds and a failure to disclose such arrangements, in violation of Sec. 15(b) of the Securities Exchange Act of 1934, Sections 203(e) and (k) of the Investment Advisers Act of 1940, and Sections 9(b) and (f) of the Investment Company Act of 1940. The Respondents neither admitted nor denied the allegations contained in the order of settlement (In re Invesco Funds Group, Inc., Admin Proc. File No. 3-11701 (Oct. 8, 2004)). Pursuant to the terms of the settlements, AIM was censured. AIM paid $25 million in a civil monetary penalty. ADI paid $5 million in a civil monetary penalty. IFG paid $110 million in a civil monetary penalty and $215 in disgorgement. Two disbursement funds were created to compensate shareholders allegedly prejudiced by market timing and related activity in funds formerly advised by AIM. As of May 2011, the distributions were considered complete. AIM agreed to certain undertakings, including, but not limited to, maintaining a Board of Trustees that is 75% independent, designating an independent chairman of the Board, ensuring that the Board appoints an independent senior officer to monitor compliance and manage the process by which management fees are negotiated. The SEC provided final approval to formally complete and close the disbursement funds on November 6, 2013. This matter has been resolved since October 8, 2004. Invesco Aim Advisors, Inc. former name, AIM Advisors, Inc. and Invesco Aim Distributors, Inc. former name, AIM Distributors, Docket 0311701 10/06/2003 United States Securities and Exchange Commission On October 8, 2004, the U.S. Securities and Exchange Commission ("SEC") settled an administrative proceeding against AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM"), Invesco Funds Group, Inc. ("IFG") and AIM Distributors, Inc. (n/k/a Invesco Distributors, Inc.) ("ADI") (collectively, "Respondents"). The allegations concerned market timing of and late trading by the proprietary mutual funds and a failure to disclose such arrangements, in violation of Sec. 15(b) of the Securities Exchange Act of 1934, Sections 203(e) and (k) of the Investment Advisers Act of 1940, and Sections 9(b) and (f) of the Investment Company Act of 1940. The Respondents neither admitted nor denied the allegations contained in the order of settlement (In re Invesco Funds Group, Inc., Admin Proc. File No. 3-11701 (Oct. 8, 2004)). Pursuant to the terms of the settlements, AIM was censured. AIM paid $25 million in a civil monetary penalty. ADI paid $5 million in a civil monetary penalty. IFG paid $110 million in a civil monetary penalty and $215 in disgorgement. Two disbursement funds were created to compensate shareholders allegedly prejudiced by market timing and related activity in funds formerly advised by AIM. As of May 2011, the distributions were considered complete. AIM agreed to certain undertakings, including, but not limited to, maintaining a Board of Trustees that is 75% independent, designating an independent chairman of the Board, ensuring that the Board appoints an independent senior officer to monitor compliance and manage the process by which management fees are negotiated. The SEC provided final approval to formally complete and close the disbursement funds on November 6, 2013. This matter has been resolved since Oct. 8, 2004. Montagu Investment Management Limited now known as INVESCO Asset Management Limited Docket 36223 SEC Administrative Proceeding 03/01/1983 United States Securities and Exchange Commission Montagu Investment Management Limited allegedly failed to file timely statements containing the information required by Schedule 13D of the Securities Exchange Act of 1934. The exact date of action is not available. The disposition of the proceeding follows. The Securities and Exchange Commission proceeding was settled on March 10, 1983. Findings that Montagu failed to file timely Statements containing the information required by Schedule 13D of the Securities Exchange Act of 1934, and that certain Schedules 13D and amendments thereto filed by Montagu, failed to disclose specific information required by Schedule D. The Commission accepted the Offer of Settlement of Montagu, including undertakings by Montagu to adopt, implement, and maintain internal procedures, policies and controls reasonably designed to assure that it and its affiliates would comply in the future with Section 13D of the Securities Exchange Act of 1934. Settled March 10, 1983. Finding Montagu failed to file timely Statements required by law and failed to make required disclosures. Settlement includes undertakings to implement and maintain internal compliance controls. See Item 10c1v above for details. Y INVESCO Funds Group, Inc. Docket 03CV2421 12/02/2003 United States Securities and Exchange Commission See Item 10(c)(1) Record 1 See Item 10(c)(1) Record 1 Invesco Aim Advisors, Inc. former name, A I M Advisors, Inc. and Invesco Aim Distributors, Inc. former name, A I M Distributors, Inc. Docket 0311701 10/06/2003 United States Securities and Exchange Commission See Item 10(c)(1) Record 2 See Item 10(c)(1) Record 2 Montagu Investment Management Limited now known as INVESCO Asset Management Limited Docket 36223 SEC Administrative Proceeding 03/01/1983 United States Securities and Exchange Commission See Item 10(c)(1) Record 3 See Item 10(c)(1) Record 3 INVESCO MIM PLC now known as INVESCO Holding Company Limited MIM Docket 37788 SEC Administrative Proceeding 06/15/1992 United States Securities and Exchange Commission Action INVESCO MIM PLC allegedly violated Section 13D of the Securities Exchange Act of 1934 and Rule 13D2 and 13D3 by failing to file timely statements required by Schedule 12D and failed to cause its subsidiary, INVESCO MIM Management Limited, to comply with the Commissions' Order in the Matter of Montagu Investment Management Ltd File No. 36223 March 10, 1983. The disposition of the proceeding follows. The Securities and Exchange Commission ("SEC") proceeding was settled on July 1, 1992. The SEC accepted INVESCO MIM PLCs Offer of Settlement to cease alleged violations of Section 13D of the 1934 Act, to adopt internal policies to assure compliance and fined the company $175,000. The full amount of the fine was paid in July 1992. It was noted in the SEC Order that none of INVESCO MIM PLCs subsidiaries were involved in the violations. Other sanctions ordered by the SEC are the adoption, implementation and maintenance of internal policies, procedures and controls that are reasonably designed to assure compliance with Section 13D of the Securities Exchange act of 1934 and Rule 13D2 and 13D3. Settled July 1, 1992. MIM agreed to cease violations of the Act; adopt internal compliance controls and pay a fine of $175,000. See Item 10c2v above for details. Invesco Advisers, Inc. (IAI) and Invesco Distributors, Inc. (IDI) Administrative Proceeding File No 3-22165 09/24/2024 United States Securities and Exchange Commission The SEC alleged that Invesco Advisers, Inc. (IAI) and Invesco Distributors, Inc. (IDI) failed to adequately preserve certain electronic communications pursuant to applicable recordkeeping provisions of federal securities law. On September 24, 2024, IAI and IDI (together, "Invesco") entered into a settlement with the SEC in connection with the agency's industry-wide investigation into the maintenance and preservation of electronic communications pursuant to applicable recordkeeping provisions of federal securities law. The settlement censures Invesco and requires that Invesco cease and desist from any existing and future violations, pay a civil monetary penalty of $35,000,000 and retain an independent compliance consultant, following the format for all other recent electronic communications settlements. Invesco cooperated with the government's inquiry and has already taken significant steps to further strengthen the firm's compliance environment as it relates to electronic communications, including by enhancing its policies and procedures, implementing increased training regarding the use of electronic communications, and beginning to implement changes to the technology available to employees. N N Y INVESCO Funds Group, Inc. INVESCO Docket 03403885 12/02/2003 Attorney General of the State of New York On October 7, 2004, the Attorney General of the State of New York settled investigations concerning AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM") and Invesco Funds Group, Inc. ("IFG"). The allegations concerned market timing of and late trading by the proprietary mutual funds and a failure to disclose such arrangements, in violation of the Martin Act, general business law section 349 and/or Executive Law Section 63(12) (Act). AIM and IFG neither admitted nor denied the allegations contained in the assurances of discontinuance (In re AIM Advisors, Inc., Assurance of Discontinuance, Attorney General of the State of New York, Bureau of Investment Protection (Oct. 7, 2004) and In re Invesco Funds Group, Inc., Assurance of Discontinuance, Attorney General of the State of New York, Bureau of Investment Protection (Oct. 7, 2004)). IFG agreed to cease and desist from engaging in any acts in violations of the Act. Additionally, IFG and AIM, in accordance with the SEC Order of Settlement dated October 8, 2004, paid $325 million in disgorgement and civil money penalty. AIM paid $20 million in disgorgement and $30 million in civil monetary penalty. AIM agreed to cease and desist from engaging in acts violating the Act. In addition, AIM agreed to certain undertakings, including a reduction in net management fee rates for funds including former Invesco Funds by $75 million over 5 years (which ceased in 2009) and implementation of certain corporate governance reforms for certain funds, including, but not limited to, maintaining a Board of Trustees that is 75% independent, designating an independent chairman of the Board, and recommending that the funds appoint an independent Senior officer to monitor compliance and manage the process by which management fees are negotiated. AIM agreed to additional undertakings as well, such as disclosing the fees and returns of a hypothetical investment with a 5% return. This matter has been resolved since Oct. 7, 2004. INVESCO Funds Group, Inc. INVESCO Case No. EN 19703 01/05/2004 Secretary of State of the State of Georgia As of October 7, 2004, the Secretary of State of Georgia settled investigations (case numbers EN-19703 and EN-19704) concerning Invesco Funds Group, Inc. ("IFG") and AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM"). The allegations concerned market timing of and late trading by the proprietary mutual funds and a failure to disclosure such arrangements, in violation of certain provisions of the Georgia Securities Act of 1973. AIM and IFG neither admitted nor denied the allegations contained in the letter of undertaking. IFG and AIM paid $100,000 to an investor protection trust to support programs in the State of Georgia designed for the purpose of investor education, and $75,000 to reimburse investigative and administrative costs incurred in connection with the investigations. This matter has been resolved since October 7, 2004. INVESCO Funds Group, Inc. INVESCO Order No. 05 L 07 12/02/2003 Securities Commissioner for the State of Colorado On October 8, 2004, the Staff of the Colorado Division of Securities settled an investigation concerning Invesco Funds Group, Inc. ("IFG"). The allegations concerned market timing of and late trading by the proprietary mutual funds from 2001 to 2003 and a failure to disclosure such arrangements, in violation of Sec. 11-51-501(5) C.R.S. IFG neither admitted nor denied the allegations contained in the stipulation for consent order (In re Invesco Funds Group, Inc., Stipulation for Consent Order No. 05-L-07, Colorado Securities Commission (Oct. 8, 2004)). AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM"), as successor adviser to the funds, agreed to certain undertakings, including, but not limited to, implement commercially reasonable policies and procedures to detect and prevent market timing and excessive trading practices generally and with respect to omnibus accounts and disclose the fees and returns of a hypothetical investment with a 5% return. Additionally, IFG and AIM, in accordance with the SEC Order of settlement dated October 8, 2004, paid $325 million in disgorgement and civil money penalty. This matter has been resolved since October 8, 2004. INVESCO Funds Group, Inc. INVESCO Case No. 2003CV9199 12/02/2003 Attorney General of the State of Colorado On October 7, 2004, the Attorney General of the Colorado Department of Law settled a case against Invesco Funds Group, Inc. ("IFG"), State of Colorado v. Invesco Funds Group, Inc., Case No. 2003CV9199 (D. Denver) (complaint filed December 2, 2003). The allegations concerned market timing of and late trading by the proprietary mutual funds and a failure to disclosure such arrangements, in violation of fiduciary duties. IFG neither admitted nor denied the allegations contained in the assurance of discontinuance (In re Invesco Funds Group, Inc., Assurance of Discontinuance, Colo. Dept. of Law (Oct. 7, 2004)) as successor adviser to the funds, agreed to certain undertakings. The undertakings include implementing certain corporate governance reforms for funds, including but not limited to, maintaining a Board of Trustees that is 75% independent, designating an independent chairman of the Board, ensure that the Board appoint an independent individual or firm to monitor compliance. AIM agreed to additional undertakings as well, such as implementing commercially reasonable policies and procedures to detect and prevent market timing and late trading in omnibus accounts. IFG also paid $1.5 million for reimbursement of expenses incurred, for investor education, and Colorado's general consumer fraud and antitrust enforcement efforts. Additionally, IFG and AIM, in accordance with the SEC Order of Settlement dated October 8, 2004, paid $325 million in disgorgement and civil money penalty. This matter has been resolved since October 7, 2004. Invesco Aim Advisors, Inc. former name, A I M Advisors, Inc. No Docket Case Number 12/03/2003 Attorney General of the State of New York On October 7, 2004, the Attorney General of the State of New York settled investigations concerning AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM") and Invesco Funds Group, Inc. ("IFG"). The allegations concerned market timing of and late trading by the proprietary mutual funds from 1997 to 2003 and a failure to disclosure such arrangements, in violation of the Martin Act, general business law section 349 and/or Executive Law Section 63(12) ("Act"). AIM and IFG neither admitted nor denied the allegations contained in the assurances of discontinuance (In re AIM Advisors, Inc., Assurance of Discontinuance, Attorney General of the State of New York, Bureau of Investment Protection (Oct. 7, 2004) and In re Invesco Funds Group, Inc., Assurance of Discontinuance, Attorney General of the State of New York, Bureau of Investment Protection (Oct. 7, 2004)). IFG agreed to cease and desist from engaging in any acts in violations of the Act. Additionally, IFG and AIM, in accordance with the SEC Order of Settlement dated October 8, 2004, paid $325 million in disgorgement and civil money penalty. AIM paid $20 million in disgorgement and $30 civil monetary penalties. AIM agreed to cease and desist from engaging in acts violating the Act. In addition, AIM agreed to certain undertakings including a reduction in net management fee rates for funds including former Invesco Funds by $75 million over five years (which ceased in 2009) and implementation of certain corporate governance reforms for certain funds, including, but not limited to, maintaining a Board of Trustees that is 75% independent, designating an independent chairman of the Board, and recommending that the funds appoint an independent Senior officer to monitor compliance and manage the process by which management fees are negotiated. AIM agreed to additional undertakings as well, such as disclosing the fees and returns of a hypothetical investment with a 5% return. This matter has been resolved since Oct. 7, 2004. Invesco Aim Advisors, Inc. former name, A I M Advisors, Inc. Case No. EN 19704 01/05/2004 Secretary of State of the State of Georgia As of October 7, 2004, the Secretary of State of Georgia settled investigations (case numbers EN-19703 and EN-19704) concerning Invesco Funds Group, Inc. ("IFG") and AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM"). The allegations concerned market timing of and late trading by the proprietary mutual funds and a failure to disclosure such arrangements, in violation of certain provisions of the Georgia Securities Act of 1973. AIM and IFG neither admitted nor denied the allegations contained in the letter of undertaking. IFG and AIM paid $100,000 to an investor protection trust to support programs in the State of Georgia designed for the purpose of investor education, and $75,000 to reimburse investigative and administrative costs incurred in connection with the investigations. This matter has been resolved since October 7, 2004. Y INVESCO Funds Group, Inc. Docket 03 403885 12/02/2003 Attorney General of the State of New York See Item 10(d)(1) Record 1 See Item 10(d)(1) Record 1 INVESCO Funds Group, Inc. Case No. EN 19703 01/05/2004 Secretary of State of the State of Georgia See Item 10(d)(1) Record 2 See Item 10(d)(1) Record 2 INVESCO Funds Group, Inc. Order No. 05 L 07 12/02/2003 Securities Commissioner for the State of Colorado See Item 10(d)(1) Record 3 See Item 10(d)(1) Record 3 INVESCO Funds Group, Inc. Case No. 2003CV9199 12/02/2003 Attorney General of the State of Colorado See Item 10(d)(1) Record 4 See Item 10(d)(1) Record 4 Invesco Aim Advisors, Inc. former name, A I M Advisors, Inc. No Docket Case Number 12/02/2003 Attorney General of the State of New York See Item 10(d)(1) Record 5 See Item 10(d)(1) Record 5 Invesco Aim Advisors, Inc. former name, A I M Advisors, Inc. Case No. EN 19704 01/05/2004 Secretary of State of the State of Georgia See Item 10(d)(1) Record 6 See Item 10(d)(1) Record 6 N N N N N Y Invesco Capital Markets, Inc. No Docket Case Number 07/01/1980 National Association of Securities Dealers Invesco Capital Markets, Inc. (formerly known as Van Kampen Merritt, Inc.) executed a Letter of Admission, Waiver and Consent and paid the National Association of Securities Dealers a fine of $1,000 for violation of Securities and Exchange Commission rules 15C2-1, 15C3-3 and 17A-3 and MSRB Rules A-13, G-8 and G-10. Van Kampen Merritt, Inc., Van Kampen Funds, Inc. and Carl Ferwerda were named. Exact date of resolution is not known. Van Kampen Merritt, Inc. executed a Letter of Admission, Waiver and Consent and paid the NASD a fine of $1,000. Invesco Capital Markets, Inc. CHI 834 AWC 10/01/1985 National Association of Securities Dealers Invesco Capital Markets, Inc. ("ICM") (formerly known as Van Kampen Merritt, Inc.) failed to comply with certain provisions of the Securities Exchange Act of 1934, Article III, Sections 1 and 21 of the rules of fair practice and MSRB rules G-15 and G-27. The company prepared an inaccurate computation of the amount required to be on deposit in the special reserve bank account for the exclusive benefit of customers; failed to buy in two short security count differences over forty five calendar days; failed to obtain possession or control of customers' fully-paid securities in two of twenty-two instances; prepared an inaccurate computation of net capital; filed an inaccurate focus part 1 report for October 31, 1984; failed to maintain accurate books and records; failed to maintain a ledger reflecting securities in transfer; failed to have quarterly box counts; failed to record on books and records unresolved securities differences; failed to indicate on onfirmations of municipal securities transactions all required information; and, failed to provide evidence in writing of the supervision of municipal transactions. On October 18, 1985, the Letter of Acceptance, Waiver and Consent submitted by respondents ICM and an individual was accepted. Therefore, they were censured and the respondent member was required to amend, revise and update its supervisory procedures within six months of the date of the letter and will submit copy of same to the association. This proceeding was resolved on October 18, 1985. Van Kampen Merritt, Inc. entered into a letter of acceptance, waiver and consent with NASD. Van Kampen Funds Inc. E1020040470 01 08/25/2005 National Association of Securities Dealers For the period March 1, 2004, through May 31, 2004, the firm allegedly failed to timely report 50 transactions eligible for trace reporting, reporting 2 transactions with an inaccurate time of order execution, 1 transaction was reported twice, and 1 transaction was reported with an incorrect quantity. This proceeding was resolved on August 25 2005, by a Letter of Acceptance, Waiver and Consent with NASD, and payment to the NASD of a fine of $5,000. Invesco Capital Markets, Inc. 2009020770801 01/24/2011 Financial Industry National Regulatory Authority On January 24, 2011, Invesco Capital Markets, Inc. ("ICM") (formerly known as Van Kampen Funds, Inc.) entered into a Letter of Acceptance, Waiver and Consent ("Settlement ") with Financial Industry National Regulatory Authority ("FINRA"). ICM accepted and consented, without admitting to or denying the FINRA finding of a violation of NASD Rule 2110. The findings state ICM did not inform investors purchasing Unit Investment Trusts (UITs") through its In-Kind Exchange programs the manner in which a discounted sales charge would be assessed, and investors could have concluded from the disclosures made that they were eligible to receive certain sales charge discounts when, in fact, such discounts did not apply to the In- Kind Exchange programs. The firm has remediated approximately 4,600 customers who paid more than the exchange discount described in the prospectus approximately $200,000 including interest, and prospectuses were updated to disclose the In-Kind Exchange discount fully and accurately. ICM also consented to the imposition of a censure and a $150,000 fine as settlement with FINRA. On January 24, 2011, ICM entered into a Letter of Acceptance, Waiver and Consent settlement with FINRA and consented to the imposition of a censure and a $150,000 fine as settlement with FINRA. Invesco Capital Markets, Inc. 2008013163301 07/14/2011 Financial Industry National Regulatory Authority During the review period, the firm failed to transmit 1,539 reportable order events ("ROEs"), to the Order Audit Trail System (OATS) on 381 business days. These 1,539 ROES represented 100% of all ROES that the firm was required to transmit to OATS during the review period. The conduct described in this paragraph constitutes separate and distinct violations of NASD rule 6955(a). The firm's supervisory system did not provide for supervision reasonably designed to achieve compliance with respect to the applicable securities laws and regulations, and the rules of NASD, concerning OATS. Specifically, the firms supervisory system did not include written supervisory procedures providing for: (1) The identification of the person(s) responsible for supervision with respect to applicable rules; (s) A statement of the supervisor step(s) to be taken by the identified person(s); (3) A statement as to how often such person(s) should take such step(s); and (4) A statement as to how the completion of the step(s) included in the written supervisory procedures should be documented. The conduct described in this paragraph constitutes violation of NASD Rules 2210 and 3010. The firm must pay a fine of $17,500 to FINRA (consisting of $12,500 for violations of NASD rule 6955 and $5,000 for violations of NASD rules 2110 and 3010). The AWC was accepted by FINRA on July 14, 2011, and the fine was paid on July 21, 2011. Invesco Capital Markets, Inc. Docket/Case 2010024499901 05/24/2012 Financial Industry National Regulatory Authority MSRB Rules G-8, G-14 - Invesco Capital Markets, Inc. ("ICM") (formerly known as Van Kampen Funds, Inc.) allegedly failed to report information regarding purchase and sale transactions effected in municipal securities to the real-time transaction reporting system (RTRS), in the manner prescribed by Rule G-14 RTRS procedures and the RTRS users manual. The firm allegedly failed to report information about such transactions within 15 minutes of trade time to an RTRS portal. The firm allegedly failed to report the trade time to the RTRS in municipal securities transaction reports. The firm allegedly failed to record the correct trade time on the trade memorandum for the trades in municipal securities. Without admitting or denying the findings, the firm entered into a Letter of Acceptance, Waiver and Consent with FINRA. The firm consented to the censure and a monetary fine of $10,000 for MSRB rule violations. N N Y Invesco Taiwan Limited Not Applicable 03/15/2011 Financial Supervisory Commission, Executive Yuan, R.O.C. Invesco Taiwan Limited, Invesco Taiwan, was fined by the Financial Supervisory Commission, Executive Yuan, R.O.C., the Regulator, on the ground that it violated a Taiwan regulation requiring a fund manager to carry out adequate research before buying and selling the investment on behalf of the portfolio and that such research be documented. The Regulator has penalized Invesco Taiwan because its investment on a particular stock was without reasonable grounds and justifications to support the decision. Invesco Taiwan bought and sold this stock with a small profit, and documented the rationale of the buying and selling. However, the Regulator believed that the rationale behind the decision to sell the security was not based upon reasonable grounds and justifications. The Regulator imposed a fine on Invesco Taiwan of NT 120,000 dollars which is approximately $4,000. Invesco Asset Management Ltd. and Invesco Fund Managers Limited Not Applicable 04/28/2014 Financial Conduct Authority (UK) On April 28, 2014, the Financial Conduct Authority ("FCA"), the UK financial services regulator, announced the settlement of an investigation of Invesco Asset Management Limited and Invesco Fund Managers Limited (together Invesco Perpetual) that included the imposition of a financial penalty of GBP 18.6 million. The issues identified by the FCA related to the period May 2008 to November 2012 and included the following: 1) Investment restriction breaches in UK-domiciled retail funds managed by Invesco Perpetual. Such breaches had been identified by Invesco Perpetual and reported to FCA, and the Funds were promptly reimbursed where necessary. 2) Disclosures regarding the use of, and risks associated with, derivatives were not made or inadequately made in disclosure documents for two UK-domiciled retail funds managed by Invesco Perpetual. These disclosure failings were corrected in August 2012. 3) Invesco Perpetual failed to adequately document allocations of fixed income securities when aggregating client orders. A review by Invesco Perpetual determined there was no evidence that this impacted investors. 4) Certain fixed income transactions were not posted on a timely basis. This did not result in any need to re-price funds. The Financial Conduct Authority imposed a financial penalty of GBP 18.6 million which is approximately $31.1 million. Invesco Ltd. and the Federal Financial Supervisory Authority (Bafin) Not Applicable 07/30/2020 Federal Financial Supervisory Authority (Bafin) On May 31, 2021, Invesco Ltd., the ultimate parent company of Invesco Canada Ltd., agreed to a settlement with the Federal Financial Supervisory Authority (Bafin) in the amount of 260,000 Euros (approximately $309,595 USD) for a matter related to ownership filings with the German regulator in relation to German listed companies. BaFin alleged Invesco Ltd. and AIM international mutual funds failed to submit voting rights notifications to BaFin and issuers by the required deadline. BaFin issued a Notice of Hearing on July 30, 2020 to Invesco Ltd. alleging that violations of the voting rights requirements occurred on 26 occasions related to the voting rights notifications of Invesco Ltd. and on 28 occasions relating to the voting rights notifications of AIM international mutual funds between 05/2019 and 10/2019. Invesco Ltd. agreed to pay the administrative fine by the July 2, 2021 deadline. Decision to impose a fine of 260,000 Euros (approximately $309,595 USD) against Invesco Ltd. will be paid by the July 2, 2021 deadline. Y Invesco Aim Distributors, Inc. former name, AIM Distributors, Inc. and Invesco Aim Advisors, Inc. former name, AIM Advisors, Order No. 05 1318 08/30/2005 West Virginia Office of the State Auditor Securities Commission On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM Advisors, Inc. (n/k/a Invesco Advisers, Inc.) ("AIM") and AIM Distributors, Inc. ("ADI") (Order No. 05-1318). The WVASC alleges that AIM and ADI failed to disclose market timing arrangements. The WVASC purports to order AIM and ADI to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an "administrative assessment" to be determined by the commissioner. We believe this matter has been indefinitely suspended. Van Kampen Series Fund, Inc. and Van Kampen Investment Advisory Corp. now Van Kampen Asset Management Case Number 03 L 2036 12/18/2003 Third Judicial Circuit of Illinois Madison County On December 18 2003 a class action suit was filed by Avery Jackson individually and on behalf of other similarly situated alleging defendants failed to make daily adjustments for fluctuations between U.S. and foreign markets in calculating net asset values in the VK International Magnum Fund thereby exposing long term shareholders to market timing trades. Stayed pending an appeal in a companion case Kircher v. Putnam. N N Kate Archibald 416-228-8330 Chief Compliance Officer 11/26/2024