Prospectus
August 27, 2021

Invesco Exchange-Traded Fund Trust
XSVM
Invesco S&P SmallCap Value with Momentum ETF
NYSE Arca, Inc.
The U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal offense.


Table of Contents
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Summary Information
Investment Objective
The Invesco S&P SmallCap Value with Momentum ETF (the “Fund”) seeks to track the investment results (before fees and expenses) of the S&P SmallCap 600 High Momentum Value Index (the “Underlying Index”).
Fund Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees
0.29%
Other Expenses
0.12
Total Annual Fund Operating Expenses
0.41
Fee Waivers and Expense Assumption1
0.02
Total Annual Fund Operating Expenses After Fee Waivers and Expense Assumption
0.39
1
Invesco Capital Management LLC (the “Adviser”) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding interest expenses, brokerage commissions and other trading expenses, offering costs, taxes, Acquired Fund Fees and Expenses, if applicable, and extraordinary expenses) from exceeding 0.39% of the Fund's average daily net assets per year (the “Expense Cap”) until at least August 31, 2023, and neither the Adviser nor the Fund can discontinue the agreement prior to its expiration. The fees waived and/or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fees were waived or the expenses were incurred, but no recapture payment will be made by the Fund if it would result in the Fund exceeding (i) the Expense Cap or (ii) the expense cap in effect at the time the fees and/or expenses subject to recapture were waived and/or borne by the Adviser.
Example.This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your Shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund's operating expenses are equal to the Total Annual Fund Operating Expenses After Fee Waivers and Expense Assumption for the first two years and the Total Annual Fund Operating Expenses thereafter. This example does not include brokerage commissions that investors may pay to buy and sell Shares. Although your actual costs may be higher or lower, your costs, based on these assumptions, would be:
1 Year
3 Years
5 Years
10 Years
$40
$128
$226
$239
Portfolio Turnover.The Fund pays transaction costs, such as commissions, when it purchases and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate will cause the Fund to incur additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, may affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 75% of the average value of its portfolio.
Principal Investment Strategies
The Fund generally will invest at least 90% of its total assets in the securities that comprise the Underlying Index.
Strictly in accordance with its guidelines and mandated procedures, S&P Dow Jones Indices LLC (“S&P DJI” or the “Index Provider”) compiles, maintains and calculates the Underlying Index, which is designed to track the performance of approximately 120 stocks in the S&P SmallCap 600®
Index (the “Parent Index”) that have high “value” and “momentum” scores. In general, a value stock tends to trade at a lower price relative to its issuer’s fundamentals and thus may be considered undervalued by investors and momentum is the tendency of an investment to exhibit persistence in its relative performance. A “momentum style” of investing emphasizes investing in securities that have had better recent performance compared to other securities.
In selecting constituent securities for the Underlying Index, the Index Provider first calculates the value score of each stock in the Parent Index by evaluating each stock’s: (i) book value-to-price ratio, calculated using the company’s latest book value per share divided by its price; (ii) earnings-to-price ratio, calculated using the company’s trailing 12-month earnings per share divided by its price; and (iii) sales-to-price ratio, calculated using the company’s trailing 12-month sales per share divided by its price.
The Index Provider selects the 240 securities with the highest ranking value scores and ranks them by momentum score. A security’s momentum score is based on upward price movements of the security as compared to other eligible securities within the remaining constituent universe. The Index Provider then ranks the 240 securities by momentum score and selects the 120 highest-ranking securities for inclusion in the Underlying Index. The component securities are weighted by value score.
As of June 30, 2021, the Underlying Index was comprised of 120 constituents with market capitalizations ranging from $146.8 million to $5.91 billion.
The Fund employs a “full replication” methodology in seeking to track the Underlying Index, meaning that the Fund generally invests in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index.
The Fund is “diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund may become “non-diversified” solely as a result of a change in relative market capitalization or index weighting of one or more constituents of the Underlying Index. Should the Fund become “non-diversified,” it will no longer be required to meet certain diversification requirements under the 1940 Act. Shareholder approval will not be sought when the Fund crosses from diversified to non-diversified status under such circumstances.
Concentration Policy. The Fund will concentrate its investments (i.e., invest 25% or more of the value of its total assets) in securities of issuers in any one industry or group of industries only to the extent that the Underlying Index reflects a concentration in that industry or group of industries. The Fund will not otherwise concentrate its investments in securities of issuers in any one industry or group of industries. As of April 30, 2021, the Fund had significant exposure to the consumer discretionary sector. The Fund’s portfolio holdings, and the extent to which it concentrates its investments, are likely to change over time.
Principal Risks of Investing in the Fund
The following summarizes the principal risks of investing in the Fund.
The Shares will change in value, and you could lose money by investing in the Fund. The Fund may not achieve its investment objective.
Market Risk. Securities in the Underlying Index are subject to market fluctuations. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s net asset value (“NAV”).
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COVID-19 Risk. The current outbreak of the novel strain of coronavirus, COVID-19, has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain the spread of COVID-19 have resulted in travel restrictions, closed international borders, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, defaults and other significant economic impacts, all of which have disrupted global economic activity across many industries and may exacerbate other pre-existing political, social and economic risks, locally or globally. The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund’s performance.
Index Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of the Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its Underlying Index, even if that security generally is underperforming. Additionally, the Fund rebalances its portfolio in accordance with its Underlying Index, and, therefore, any changes to the Underlying Index’s rebalance schedule will result in corresponding changes to the Fund’s rebalance schedule.
Small- and Mid-Capitalization Company Risk. Investing in securities of small- and mid-capitalization companies involves greater risk than customarily is associated with investing in larger, more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often small- and mid-capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.
Value Investing Risk. Value securities are subject to the risk that the valuations never improve or that the returns on value securities are less than returns on other styles of investing or the overall stock market. Thus, the value of the Fund’s investments will vary and, at times, may be lower than that of other types of investments.
Momentum Investing Risk. The momentum style of investing is subject to the risk that the securities may be more volatile than the market as a whole, or that the returns on securities that previously have exhibited price momentum are less than the returns on other styles of investing. Momentum can turn quickly, and stocks that previously have exhibited high momentum may not experience continued positive momentum. In addition, there may be periods when the momentum style of investing is out of favor and therefore, the investment performance of the Fund may suffer.
Equity Risk. Equity risk is the risk that the value of equity securities, including common stocks, may fall due to both changes in general economic conditions that impact the market as a whole, as well as factors that directly relate to a specific company or its industry. Such general economic conditions include changes in interest rates, periods of market turbulence or instability, or general and prolonged periods of economic decline and cyclical change. It is possible that a drop in the stock market may depress the price of most or all of the common stocks that the Fund holds. In addition, equity risk includes the risk that investor sentiment toward one or more industries will become negative, resulting in those investors exiting their investments in those industries, which could cause a reduction in the value of companies in those industries more broadly. The value of a company's common stock may fall solely because of factors, such as an increase in production costs, that negatively impact other companies in the same region, industry or sector of the market. A company's common stock also may decline significantly in price over a short period of time due to factors specific to that company, including decisions made by its management or lower demand for the company's products or services. For example, an adverse event, such as an unfavorable earnings report or the failure to make anticipated dividend payments, may depress the value of common stock.
Industry Concentration Risk. In following its methodology, the Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face more risks than if it were diversified broadly over numerous industries or industry groups. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, the following: general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources, adverse labor relations, political or world events; obsolescence of technologies; and increased competition or new product introductions that may affect the profitability or viability of companies in an industry. In addition, at times, such industry or industry group may be out of favor and underperform other industries or the market as a whole.
Consumer Discretionary Sector Risk. Companies engaged in the consumer discretionary sector are affected by fluctuations in supply and demand and changes in consumer preferences, social trends and marketing campaigns. Changes in consumer spending as a result of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations also may adversely affect these companies.
Issuer-Specific Changes Risk. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole.
Non-Diversification Risk. To the extent the Fund becomes non-diversified, the Fund may invest a greater portion of its assets in securities of individual issuers than can a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase the Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on the Fund’s performance.
Non-Correlation Risk. The Fund's return may not match the return of the Underlying Index for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the composition of the Underlying Index. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund's portfolio and the Underlying Index resulting from legal restrictions, costs or liquidity constraints.
Authorized Participant Concentration Risk. Only authorized participants (“APs”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as APs and such APs have no obligation to submit creation or redemption orders. Consequently, there is no assurance that APs will establish or maintain an active trading market for the Shares. This risk may be heightened to the extent that securities held by the Fund are traded outside a collateralized settlement system. In that case, APs may be required to post collateral on certain trades on an agency basis (i.e., on behalf of other market participants), which only a limited number of APs may be able to do. In addition, to the extent that APs exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other AP is able to step forward to create or redeem Creation Units (as defined below), this may result in a significantly diminished trading market for Shares, and Shares may be more likely to trade at a premium or discount to the Fund's NAV and to face trading halts and/or delisting. Investments in non-U.S. securities, which may have lower trading volumes, may increase this risk.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for the Shares, losses from
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trading in secondary markets, and disruption in the creation/redemption process of the Fund. Any of these factors may lead to the Shares trading at a premium or discount to the Fund's NAV.
Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks.
Performance
The bar chart below shows how the Fund has performed. The table below the bar chart shows the Fund’s average annual total returns (before and after taxes). The bar chart and table provide an indication of the risks of investing in the Fund by showing how the Fund’s total returns have varied from year to year and by showing how the Fund’s average annual total returns compared with a broad measure of market performance and additional indexes with characteristics relevant to the Fund. The Fund’s performance reflects fee waivers, if any, absent which performance would have been lower. Although the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, the Fund’s past performance (before and after taxes) is not necessarily indicative of how the Fund will perform in the future.
Updated performance information is available online at www.invesco.com/ETFs.
Annual Total Returns—Calendar Years
 
Period Ended
Returns
Year-to-date
June 30, 2021
45.96%
Best Quarter
December 31, 2020
30.20%
Worst Quarter
March 31, 2020
-40.50%

Average Annual Total Returns (for the periods ended December 31, 2020)
 
Inception
Date
1
Year
5
Years
10
Years
Return Before Taxes
3/3/2005
5.03%
10.97%
10.77%
Return After Taxes on Distributions
 
4.49
10.37
10.28
Return After Taxes on Distributions and Sale
of Fund Shares
 
3.03
8.54
8.78
S&P SmallCap 600® High Momentum Value
Index (reflects no deduction for fees,
expenses or taxes)1
 
5.33
N/A
N/A
Blended - S&P SmallCap 600® High
Momentum Value Index (reflects no
deduction for fees, expenses or taxes)2
 
5.33
11.31
11.11
S&P SmallCap 600® Index (reflects no
deduction for fees, expenses or taxes)
 
11.29
12.37
11.92
1
Performance information is not available for periods prior to the Underlying Index’s commencement date of February 19, 2019.
2
The “Blended-S&P SmallCap 600 High Momentum Value Index” reflects the performance of the Dynamic Small Cap Value Intellidex® Index, a former underlying index, prior to June 16, 2011, followed by the performance of the RAFI® Fundamental Small Value Index, a former underlying index, from June 16, 2011 through May 22, 2015, the Russell 2000® Pure Value Index, the most recent former underlying index, from May 23, 2015 through June 22, 2019, and the Underlying Index thereafter.
After-tax returns in the above table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Management of the Fund
Investment Adviser. Invesco Capital Management LLC.
Portfolio Managers
The following individuals are responsible jointly and primarily for the day-to-day management of the Fund’s portfolio:
Name
Title with Adviser/Trust
Date Began
Managing
the Fund
Peter Hubbard
Head of Equities and Director of
Portfolio Management of the Adviser
and Vice President of the Trust
June 2007
Michael Jeanette
Senior Portfolio Manager of the
Adviser
August 2008
Pratik Doshi
Portfolio Manager of the Adviser
August 2020
Tony Seisser
Portfolio Manager of the Adviser
August 2014
Purchase and Sale of Shares
The Fund issues and redeems Shares at NAV only with APs and only in large blocks of 10,000 Shares (each block of Shares is called a “Creation Unit”) or multiples thereof (“Creation Unit Aggregations”), generally in exchange for the deposit or delivery of a basket of securities. However, the Fund also reserves the right to permit or require Creation Units to be issued in exchange for cash. Except when aggregated in Creation Units, the Shares are not redeemable securities of the Fund.
Individual Shares may only be bought and sold in the secondary market (i.e., on a national securities exchange) through a broker or dealer at a market price. Because the Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (at a premium), at NAV, or less than NAV (at a discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”).
Recent information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, is available online at www.invesco.com/ETFs.
Tax Information
The Fund’s distributions generally are taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions may be taxed as ordinary income when withdrawn from such account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund’s distributor or its related companies may pay the intermediary for certain Fund-related activities, including those that are designed to make the intermediary more knowledgeable about exchange-traded products, such as the Fund, as well as for marketing, education or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s website for more information.
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Additional Information About the Fund’s Strategies and Risks
Principal Investment Strategies
The Fund generally will invest at least 90% of its total assets in the securities that comprise the Underlying Index. The Fund operates as an index fund and is not actively managed. The Fund uses an “indexing” investment approach to seek to track the investment results, before fees and expenses, of its Underlying Index. The Adviser seeks correlation over time of 0.95 or better between the Fund’s performance and the performance of its Underlying Index; a figure of 1.00 would represent perfect correlation. Another means of evaluating the relationship between the returns of the Fund and its Underlying Index is to assess the “tracking error” between the two. Tracking error means the variation between the Fund’s annual return and the return of its Underlying Index, expressed in terms of standard deviation. The Fund seeks to have a tracking error of less than 5%, measured on a monthly basis over a one-year period by taking the standard deviation of the difference in the Fund’s returns versus the Underlying Index’s returns. Because the Fund uses an indexing approach to try to achieve its investment objective, the Fund does not take temporary defensive positions during periods of adverse market, economic or other conditions.
The Fund employs a full replication methodology in seeking to track its Underlying Index, meaning that it generally invests in all of the securities comprising its Underlying Index in proportion to the weightings of the securities in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of those securities in those same weightings. In those circumstances, the Fund may purchase a sample of securities in its Underlying Index.
A “sampling” methodology means that the Adviser uses a quantitative analysis to select securities from the Underlying Index universe to obtain a representative sample of securities that have, in the aggregate, investment characteristics similar to the Underlying Index, in terms of key risk factors, performance attributes and other characteristics. These include industry weightings, market capitalization, return variability, earnings valuation, yield and other financial characteristics of securities. When employing a sampling methodology, the Adviser bases the quantity of holdings in the Fund on a number of factors, including asset size of the Fund, and generally expects the Fund to hold less than the total number of securities in its Underlying Index. However, the Adviser reserves the right to invest the Fund in as many securities as it believes necessary to achieve the Fund’s investment objective.
There also may be instances in which the Adviser may choose to (i) overweight or underweight a security in the Underlying Index, (ii) purchase securities not contained in the Underlying Index that the Adviser believes are appropriate to substitute for certain securities in the Underlying Index, or (iii) utilize various combinations of other available investment techniques in seeking to track the Underlying Index.
The Fund may sell securities included in its Underlying Index in anticipation of their removal from the Underlying Index, or purchase securities not included in the Underlying Index in anticipation of their addition to the Underlying Index.
Additional information about the construction of the Fund’s Underlying Index is set forth below.
S&P SmallCap 600 High Momentum Value Index
The S&P SmallCap 600 High Momentum Value Index is composed of a subset of securities from the Parent Index.
The Index Provider first calculates the value score of each stock in the Parent Index by averaging each stock’s: (i) book value-to-price ratio, calculated using the company’s latest book value per share divided by its price; (ii) earnings-to-price ratio, calculated using the company’s trailing 12-month earnings per share divided by its price; and (iii) sales-to-price
ratio, calculated using the company’s trailing 12-month sales per share divided by its price.
After ranking the constituent securities by value score, the Index Provider selects the 240 highest-ranking securities and ranks them by momentum score. A security’s momentum score is based on upward price movements of the security as compared to other eligible securities within the remaining constituent universe. After ranking the remaining constituent universe by momentum score, the Index Provider generally selects approximately 120 highest-ranking securities for inclusion in the Underlying Index, subject to additional eligibility requirements. The constituent securities are weighted by value score.
The Underlying Index is rebalanced semi-annually after market close on the third Friday in June and December. Additions to the Underlying Index generally occur only at the time of the semiannual rebalance, but constituents removed from the Parent Index are removed from the Underlying Index simultaneously. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Underlying Index in order, for example, to reflect corporate actions or spin-offs.
The Fund is rebalanced in accordance with the Underlying Index.
Principal Risks of Investing in the Fund
The following provides additional information regarding certain of the principal risks identified under “Principal Risks of Investing in the Fund” in the Fund's “Summary Information” section. Any of the following risks may impact the Fund’s NAV which could result in the Fund trading at a premium or discount to NAV.
Market Risk. Securities in the Underlying Index are subject to market fluctuations, and the Fund could lose money due to short-term market movements and over longer periods during market downturns. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. The value of a security may decline due to general market conditions, economic trends or events that are not specifically related to the issuer of the security or due to factors that affect a particular industry or group of industries. During a general downturn in the securities markets, multiple asset classes may be negatively affected. Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
COVID-19 Risk. The current outbreak of the novel strain of coronavirus, COVID-19, has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain the spread of COVID-19 have resulted in travel restrictions, closed international borders, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, defaults and other significant economic impacts, all of which have disrupted global economic activity across many industries and may exacerbate other pre-existing political, social and economic risks, locally or globally. The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund’s performance.
Index Risk. Unlike many investment companies that are “actively managed,” the Fund is a “passive” investor and therefore does not utilize an investing strategy that seeks returns in excess of the Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from the Underlying Index, even if that security generally is underperforming. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price lower than the security’s current market value. The Underlying Index may not contain the appropriate mix of securities for any particular economic cycle. Additionally, the Fund rebalances its portfolio in accordance with the Underlying Index, and, therefore, any changes to the Underlying Index’s rebalance schedule will
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result in corresponding changes to the Fund’s rebalance schedule. Further, unlike with an actively managed fund, the Adviser does not use techniques or defensive strategies designed to lessen the impact of periods of market volatility or market decline. This means that, based on certain market and economic conditions, the Fund’s performance could be lower than other types of funds with investment advisers that actively manage their portfolio assets to take advantage of market opportunities or defend against market events.
Small- and Mid-Capitalization Company Risk. Securities of small- and mid-capitalization companies may be more volatile and thinly traded (that is, less liquid) than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often small- and mid-capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions. In addition, small- and mid-capitalization companies are typically less financially stable than larger, more established companies, and they may depend on a small number of essential personnel, making them more vulnerable to loss of personnel. Smaller capitalization companies also normally have less diverse product lines than large-capitalization companies and are more susceptible to adverse developments concerning their products. As such, small-and mid-capitalization companies typically are more likely to be adversely affected than large-capitalization companies by changes in earnings results, business prospects, investor expectations or poor economic or market conditions.
Value Investing Risk. A value style of investing focuses on undervalued companies with characteristics for improved valuations. “Value” securities are subject to the risk that valuations never improve or that the returns on “value” securities are less than returns on other styles of investing or the overall stock market. Thus, the value of the Fund's investments will vary and at times may be lower than that of other types of investments. Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. Value stocks also may decline in price, even though in theory they are already underpriced.
Momentum Investing Risk. Momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing therefore emphasizes investing in securities that have had better recent performance compared to other securities, on the theory that these securities will continue to increase in value. Momentum investing is subject to the risk that the securities may be more volatile than the market as a whole. High momentum may also be a sign that the securities’ prices have peaked, and therefore the returns on securities that have previously exhibited price momentum may be less than the returns on other styles of investing. Momentum can turn quickly, and stocks that previously exhibited high momentum may not experience continued positive momentum. The Fund may experience significant losses if momentum stops, reverses or otherwise behaves differently than predicted. In addition, there may be periods when the momentum style of investing is out of favor and therefore, the investment performance of the Fund may suffer.
Equity Risk. Equity risk is the risk that the value of equity securities, including common stocks, will fall. The value of an equity security may fall due to changes in general economic conditions that impact the market as a whole and that are relatively unrelated to an issuer or its industry. These conditions include changes in interest rates, specific periods of overall market turbulence or instability, or general and prolonged periods of economic decline and cyclical change. An issuer's common stock in particular may be especially sensitive to, and more adversely affected by, these general movements in the stock market; it is possible that a drop in the stock market may depress the price of most or all of the common stocks that the Fund holds.
In addition, equity risk includes the risk that investor sentiment toward, and perceptions regarding, one or more particular industries or economic sectors will become negative, resulting in those investors exiting their
investments in those industries, which could cause a reduction in the value of companies in those industries or sectors more broadly. Price changes of equity securities may occur in a particular region, industry, or sector of the market, and as a result, the value of an issuer's common stock may fall solely because of factors, such as increases in production costs, that negatively impact other companies in the same industry or in a number of different industries.
Equity risk also includes the financial risks of a specific company, including that the value of the company's securities may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company's products or services. In particular, the common stock of a company may decline significantly in price over short periods of time. For example, an adverse event, such as an unfavorable earnings report, may depress the value of common stock; similarly, the common stock of an issuer may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer experiences a decline in its financial condition.
Industry Concentration Risk. In following its methodology, the Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face more risks than if it were diversified broadly over numerous industries or industry groups. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, the following: general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry, competition for resources, adverse labor relations, political or world events, obsolescence of technologies, and increased competition or new product introductions that may affect the profitability or viability of companies in an industry. In addition, at times, such industry or industry group may be out of favor and underperform other industries or the market as a whole. Information about the Fund’s exposure to a particular industry or industry group is available in the Fund’s Annual and Semi-Annual Reports to Shareholders, as well as on required forms filed with the SEC.
Consumer Discretionary Sector Risk. Companies engaged in the consumer discretionary sector are affected by fluctuations in supply and demand and changes in consumer preferences, social trends and marketing campaigns. Changes in consumer spending as a result of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations also may adversely affect these companies.
Issuer-Specific Changes Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform worse than the market as a whole, causing the value of its securities to decline. Poor performance may be caused by poor management decisions, competitive pressures, changes in technology, expiration of patent protection, disruptions in supply, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. Issuers may, in times of distress or at their own discretion, decide to reduce or eliminate dividends, which may also cause their stock prices to decline.
Non-Diversification Risk.To the extent the Fund becomes non-diversified, the Fund may invest a greater portion of its assets in securities of individual issuers than can a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase the Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on the Fund’s performance.
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Non-Correlation Risk. The Fund’s returns may not match the returns of the Underlying Index (that is, it may experience tracking error) for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index and incurs costs in buying and selling securities, especially when rebalancing the Fund’s securities holdings to reflect changes in the composition of the Underlying Index. To the extent that the Fund has recently commenced operations and/or otherwise has a relatively small amount of assets, such transaction costs could have a proportionally greater impact on the Fund. Additionally, if the Fund uses a sampling approach, it may result in returns for the Fund that are not as well-correlated with the return of the Underlying Index as would be the case if the Fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index.
The performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund’s portfolio and the Underlying Index resulting from legal restrictions, costs or liquidity constraints. Additionally, if the Fund issues or redeems Creation Units principally for cash, it will incur higher costs in buying or selling securities than if it issued and redeemed Creation Units principally in-kind, which may contribute to tracking error. The Fund may fair value certain of the securities it holds. To the extent the Fund calculates its NAV based on fair value prices, the Fund’s ability to track the Underlying Index may be adversely affected. Since the Underlying Index is not subject to the tax diversification requirements to which the Fund must adhere, the Fund may be required to deviate its investments from the securities contained in, and relative weightings of, the Underlying Index. The Fund may not invest in certain securities included in the Underlying Index due to liquidity constraints. Liquidity constraints also may delay the Fund’s purchase or sale of securities included in the Underlying Index. For tax efficiency purposes, the Fund may sell certain securities to realize losses, causing it to deviate from the Underlying Index.
The Fund generally attempts to remain fully invested in the constituents of the Underlying Index. However, the Adviser may not fully invest the Fund’s assets at times, either as a result of cash flows into the Fund, to retain a reserve of cash to meet redemptions and expenses, or because of low assets.
The investment activities of one or more of the Adviser’s affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd., for their proprietary accounts and for client accounts also may adversely impact the Fund’s ability to track the Underlying Index. For example, in regulated industries, certain emerging or international markets and under corporate and regulatory ownership definitions, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded, or that may not be exceeded without the grant of a license or other regulatory or corporate consent, or, if exceeded, may cause the Adviser, the Fund or other client accounts to suffer disadvantages or business restrictions. As a result, the Fund may be restricted in its ability to acquire particular securities due to positions held by the Fund and the Adviser’s affiliates.
Authorized Participant Concentration Risk. Only APs may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as APs, and such APs have no obligation to submit creation or redemption orders. Consequently, there is no assurance that APs will establish or maintain an active trading market for the Shares. The risk may be heightened to the extent that securities held by the Fund are traded outside a collateralized settlement system. In that case, APs may be required to post collateral on certain trades on an agency basis (i.e., on behalf of other market participants), which only a limited number of APs may be able to do. In addition, to the extent that APs exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other AP is able to step forward to create or redeem Creation Units, this may result in a significantly diminished trading market for Shares, and Shares may be more likely to trade at a premium or
discount to NAV and to face trading halts and/or delisting. Investments in non-U.S. securities, which may have lower trading volumes, may increase this risk.
Market Trading Risk. The Fund faces numerous market trading risks, including losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Although Shares are listed for trading on a securities exchange, there can be no assurance that an active trading market for Shares will develop or be maintained by market makers or APs, that Shares will continue to trade on any such exchange or that Shares will continue to meet the requirements for listing on an exchange. Any of these factors, among others, may lead to the Shares trading at a premium or discount to the Fund’s NAV. As a result, an investor could lose money over short or long periods. Further, the Fund may experience low trading volume and wide bid/ask spreads. Bid/ask spreads vary over time based on trading volume and market liquidity (including for the underlying securities held by the Fund), and are generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Additionally, in stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying value.
Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks.
Non-Principal Investment Strategies
The Fund, after investing at least 90% of its total assets in securities that comprise its Underlying Index, may invest its remaining assets in securities (including other funds) not included in its Underlying Index, and in money market instruments, including repurchase agreements and other funds, including affiliated funds, that invest exclusively in money market instruments (subject to applicable limitations under the 1940 Act or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest payments is based on the movement of one or more specified factors, such as the movement of a particular security or securities index) and in futures contracts, options and options on futures contracts. The Fund may use futures contracts, options, options on futures contracts, convertible securities and structured notes to seek performance that corresponds to its Underlying Index, and to manage cash flows.
The Adviser anticipates that it may take approximately two business days (a business day is any day that the New York Stock Exchange (“NYSE”) is open) for additions to and deletions from the Underlying Index to fully settle in the portfolio composition of the Fund.
In accordance with 1940 Act rules, the Fund has adopted a policy to invest, under normal circumstances, at least 80% of the value of its total assets in the particular types of securities, and/or in securities of companies operating in the particular industries or economic sectors, that are suggested by the Fund’s name (the “80% investment policy”). The Fund considers the securities suggested by its name to be those securities that comprise its Underlying Index. Therefore, the Fund anticipates meeting its 80% investment policy because it already generally invests at least 90% of its total assets in securities that comprise its Underlying Index, in accordance with its principal investment strategies.
The Fund’s investment objective and the 80% investment policy are non-fundamental policies that the Board of Trustees (the “Board”) of the Invesco Exchange-Traded Fund Trust (the “Trust”) may change without shareholder approval upon 60 days’ prior written notice to shareholders. The
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fundamental and non-fundamental policies of the Fund are set forth in the Fund’s Statement of Additional Information (“SAI”) under the section “Investment Restrictions.”
Borrowing Money
The Fund may borrow money up to the limits set forth in the Fund’s SAI under the section “Investment Restrictions.”
Securities Lending
The Fund may lend its portfolio securities to brokers, dealers, and other financial institutions. In connection with such loans, the Fund receives liquid collateral equal to at least 102% (105% for international securities) of the value of the loaned portfolio securities. This collateral is marked-to-market on a daily basis.
Additional Risks of Investing in the Fund
The following provides additional risk information regarding investing in the Fund.
Cash Transaction Risk. The Fund generally expects to make in-kind redemptions to avoid being taxed at the fund level on gains on the distributed portfolio securities. However, from time to time, the Fund reserves the right to effect redemptions for cash, rather than in-kind. In such circumstances, the Fund may be required to sell portfolio securities to obtain the cash needed to distribute redemption proceeds. Therefore, the Fund may recognize a capital gain on these sales that might not have been incurred if the Fund had made a redemption in-kind. This may decrease the tax efficiency of the Fund compared to utilizing an in-kind redemption process.
Convertible Securities Risk. A convertible security generally is a preferred stock that may be converted within a specified period of time into common stock. Convertible securities nevertheless remain subject to the risks of both debt securities and equity securities. As with other equity securities, the value of a convertible security tends to increase as the price of the underlying stock goes up, and to decrease as the price of the underlying stock goes down. Declining common stock values therefore also may cause the value of the Fund’s investments to decline. Like a debt security, a convertible security provides a fixed income stream and also tends to decrease in value when interest rates rise. Moreover, many convertible securities have credit ratings that are below investment grade and are subject to the same risks as lower-rated debt securities.
Cybersecurity Risk. The Fund, like all companies, may be susceptible to operational and information security risks. Cybersecurity failures or breaches of the Fund or its service providers or the issuers of securities in which the Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Fund and its shareholders could be negatively impacted as a result.
Derivatives Risk. The Fund may invest in derivatives, such as futures and options. Derivatives are financial instruments that derive their value from an underlying asset, such as a security, index or exchange rate. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Derivatives may be riskier than other types of investments and may be more volatile and less liquid than other securities.
Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the Fund uses derivatives to “hedge” a portfolio risk, the change in value of a derivative may not correlate as expected with the underlying asset being hedged, and it is possible that the hedge therefore may not succeed. In addition, given their complexity, derivatives may be difficult to value.
Derivatives are subject to a number of risks including credit risk, interest rate risk, and market risk. Credit risk refers to the possibility that a counterparty will be unable and/or unwilling to perform under the
agreement. Interest rate risk refers to fluctuations in the value of an asset resulting from changes in the general level of interest rates. Over-the-counter derivatives are also subject to counterparty risk (sometimes referred to as “default risk”), which is the risk that the other party to the contract will not fulfill its contractual obligations.
Derivatives may be especially sensitive to changes in economic and market conditions, and their use may give rise to a form of leverage. Leverage may cause the portfolio of the Fund to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the Fund. For some derivatives, such leverage could result in losses that exceed the original amount invested in the derivative.
Index Provider Risk. The Fund seeks to track the investment results, before fees and expenses, of its Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in the Underlying Index, and it generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within its Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time, if at all. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Index Rebalancing Risk. Pursuant to the methodology that the Index Provider uses to calculate and maintain the Underlying Index, a security may be removed from the Underlying Index in the event that it does not comply with the eligibility requirements of the Underlying Index. As a result, the Fund may be forced to sell securities at inopportune times or for prices other than at current market values or may elect not to sell such securities on the day that they are removed from the Underlying Index, due to market conditions or otherwise. Due to these factors, the variation between the Fund’s annual return and the return of its Underlying Index may increase significantly.
Apart from scheduled rebalances, the Index Provider may carry out additional ad hoc rebalances to the Underlying Index, for example, to correct an error in the selection of index constituents. When the Fund in turn rebalances its portfolio, any transaction costs and market exposure arising from such portfolio rebalancing will be borne by the Fund and its shareholders. Unscheduled rebalances also expose the Fund to additional tracking error risk. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider may increase the Fund’s costs and market exposure.
Money Market Funds Risk. Money market funds are subject to management fees and other expenses, and the Fund's investments in money market funds will cause it to bear proportionately the costs incurred by the money market funds' operations while simultaneously paying its own management fees and expenses. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency; it is possible to lose money by investing in a money market fund. To the extent that the Fund invests in money market funds, the Fund will be subject to the same risks that investors experience when investing in money market funds. These risks may include the impact of significant fluctuations in assets as a result of the cash sweep program or purchase and redemption activity in those funds.
Money market funds are open-end registered investment companies that historically have traded at a stable $1.00 per share price. However, money market funds that do not meet the definition of a “retail money market fund” or “government money market fund” under the 1940 Act are required to transact at a floating NAV per share (i.e., in a manner similar to how all other non-money market mutual funds transact), instead of at a
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$1.00 stable share price. Money market funds may also impose liquidity fees and redemption gates for use in times of market stress. If the Fund invested in a money market fund with a floating NAV, the impact on the trading and value of the money market instrument may negatively affect the Fund's return potential.
Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Additionally, if a sector or sectors in which the Underlying Index is concentrated is negatively impacted to a greater extent by such events, the Fund may experience heightened volatility. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
Repurchase Agreements Risk. Repurchase agreements are agreements pursuant to which the Fund acquires securities from a third party with the understanding that the seller will repurchase them at a fixed price on an agreed date. Repurchase agreements may be characterized as loans secured by the underlying securities. If the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Fund will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Fund’s ability to dispose of the underlying securities may be restricted. If the seller fails to repurchase the securities, the Fund may suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase prices.
Risks of Futures and Options.The Fund may enter into U.S. futures contracts, options and options on futures contracts to simulate full investment in its Underlying Index, or to manage cash flows. The Fund will not use futures or options for speculative purposes. The Fund intends to use futures and options contracts to limit its risk exposure to levels comparable to direct investment in securities.
An option gives a holder the right to buy or sell a specific security or an index at a specified price within a specified period of time. An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures contract at a specified price at any time prior to the expiration date of the option. Options can offer large amounts of leverage, which may result in the Fund’s NAV being more sensitive to changes in the value of the related instrument. The purchase of put or call options could be based upon predictions as to anticipated trends; such predictions could prove to be incorrect resulting in loss of part or all of the premium paid. The risk of trading uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) potentially is unlimited.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific instrument or index at a specified future time and at a specified price. Because futures contracts project price levels in the future, market circumstances may cause a discrepancy between the price of the stock index future and the movement in the Underlying Index. In the event of adverse price movements, the Fund would remain required to make daily cash payments to maintain its required margin. There is no assurance that a liquid secondary market will exist for any particular futures contract at any particular time. The risk of loss in trading futures contracts potentially is unlimited.
The Fund must segregate liquid assets or take other appropriate measures to “cover” open positions in futures contracts. For futures
contracts that do not cash settle, the Fund must segregate liquid assets equal to the full notional value of the futures contracts while the positions are open. For futures contracts that do cash settle, the Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market net obligations (i.e., the Fund’s daily net liability) under the futures contract, if any, rather than their full notional value.
Securities Lending Risk. Securities lending involves a risk of loss because the borrower may fail to return the securities in a timely manner or at all. If the Fund lends its securities and is unable to recover the securities loaned, it may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly. Any cash received as collateral for loaned securities will be invested in an affiliated money market fund. This investment is subject to market appreciation or depreciation and the Fund will bear any loss on the investment of its cash collateral.
Shares May Trade at Prices Different than NAV. The NAV of the Shares generally will fluctuate with changes in the market value of the Fund’s holdings. The market prices of Shares generally will fluctuate in accordance with changes in NAV, as well as the relative supply of and demand for Shares on the exchange on which the Fund trades. The Adviser cannot predict whether the Shares will trade below, at, or above the Fund’s NAV. Price differences may be due largely to the fact that supply and demand forces at work in the secondary trading market for the Shares will be related, but not identical, to the same forces influencing the prices of the securities in the Fund’s Underlying Index trading individually or in the aggregate at any point in time. In addition, disruptions to creations and redemptions or the existence of extreme market volatility may result in trading prices that differ significantly from NAV.
Structured Notes Risk. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Interest rate risk refers to fluctuations in the value of a note resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of notes tend to go down. Credit risk refers to the possibility that the issuer of a note will be unable and/or unwilling to make timely interest payments and/or repay the principal on its debt. Depending on the factors used, changes in interest rates and movement of such factors may cause significant price fluctuations. Structured notes may be less liquid than other types of securities and more volatile than the reference factor underlying the note. This means that the Fund may lose money if the issuer of the note defaults, as the Fund may not be able to readily close out its investment in such notes without incurring losses.
Trading Issues Risk. Investors buying or selling Shares in the secondary market may pay brokerage commissions or other charges, which may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. Moreover, trading in Shares on the NYSE Arca, Inc. (the “Exchange”) may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. Foreign exchanges may be open on days when Shares are not priced, and therefore, the value of the securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell Shares.

Tax Structure of ETFs
Unlike interests in conventional mutual funds, which typically are bought and sold only at closing NAVs, Shares are traded throughout the day in the secondary market on a national securities exchange on an intra-day basis, and are created and redeemed principally in-kind in Creation Units at each
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day’s next calculated NAV. These in-kind arrangements are designed to protect shareholders from the adverse effects on the Fund’s portfolio that could arise from frequent cash creation and redemption transactions. In a conventional mutual fund, redemptions can have an adverse tax impact on taxable shareholders because the mutual fund may need to sell portfolio securities to obtain cash to meet such redemptions. These sales may generate taxable gains that must be distributed to the shareholders of the mutual fund, whereas the Shares’ in-kind redemption mechanism generally will not lead to such taxable events for the Fund or its shareholders.
The Fund may recognize gains as a result of rebalancing its securities holdings to reflect changes in the securities included in the Fund’s Underlying Index. The Fund also may be required to distribute any such gains to its shareholders to avoid adverse federal income tax consequences. For information concerning the tax consequences of distributions, see the section entitled “Dividends, Other Distributions and Taxes” in this Prospectus.

Portfolio Holdings
A description of the Trust's policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s SAI, which is available at www.invesco.com/ETFs.

Management of the Fund
Invesco Capital Management LLC is a registered investment adviser with its offices at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515. Invesco Capital Management LLC serves as the investment adviser to the Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco Exchange-Traded Self-Indexed Fund Trust and Invesco India Exchange-Traded Fund Trust, a family of ETFs, with combined assets under management of $356 billion as of June 30, 2021.
As the Fund’s investment adviser, the Adviser has overall responsibility for selecting and continuously monitoring the Fund’s investments, managing the Fund’s business affairs, and providing certain clerical, bookkeeping and other administrative services for the Trust.
Portfolio Managers
The Adviser uses a team of portfolio managers, investment strategists and other investment specialists in managing the Fund. This team approach brings together many disciplines and leverages the Adviser's extensive resources. In this regard, Peter Hubbard, Michael Jeanette, Pratik Doshi and Tony Seisser (the “Portfolio Managers”) are jointly and primarily responsible for the day-to-day management of the Fund.
Each Portfolio Manager is responsible for various functions related to portfolio management, including investing cash flows, coordinating with other team members to focus on certain asset classes, implementing investment strategies and researching and reviewing investment strategies.
Each Portfolio Manager has limitations on his authority for risk management and compliance purposes that the Adviser believes to be appropriate.
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Peter Hubbard, Head of Equities and Director of Portfolio Management of the Adviser and Vice President of the Trust, has been responsible for the management of the Fund since June 2007. He has been responsible for the management of certain funds in the Invesco family of ETFs since June 2007 and has been associated with the Adviser since 2005.
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Michael Jeanette, Senior Portfolio Manager of the Adviser, has been responsible for the management of the Fund since August 2008. He
has been responsible for the management of certain funds in the Invesco family of ETFs since August 2008 and has been associated with the Adviser since 2008.
■ 
Pratik Doshi, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since August 2020. He has been responsible for the management of certain funds in the Invesco family of ETFs since October 2019 and has been associated with the Adviser since 2018. Prior to joining the Adviser, Mr. Doshi earned his MBA from the University of Chicago from 2016 to 2018. Prior to that, Mr. Doshi was a Vice President at Bank of America-Merrill Lynch from 2014 to 2016.
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Tony Seisser, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since August 2014. He has been responsible for the management of certain funds in the Invesco family of ETFs since August 2014 and has been associated with the Adviser since 2013.
The Fund's SAI provides additional information about the Portfolio Managers’ compensation structure, other accounts that the Portfolio Managers manage and the Portfolio Managers' ownership of Shares.
Advisory Fees
Pursuant to an investment advisory agreement between the Adviser and the Trust (the “Investment Advisory Agreement”), the Fund pays the Adviser for its services an annual fee equal to 0.29% of its average daily net assets (the “Advisory Fee”).
The Fund is responsible for all of its own expenses, including, but not limited to, the investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, Acquired Fund Fees and Expenses, if any, brokerage commissions and other expenses connected with executions of portfolio transactions, sub-licensing fees related to its Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members and officers who are not “interested persons” of the Trust or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for those members of the Board who are not “interested persons” of the Trust or the Adviser and extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser).
The Trust and the Adviser have entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) on behalf of the Fund pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding interest expenses, offering costs (as defined below), brokerage commissions and other trading expenses, taxes, Acquired Fund Fees and Expenses, if applicable, and extraordinary expenses) from exceeding 0.39% of its average daily net assets per year (the “Expense Cap”), at least until August 31, 2023.
The offering costs excluded from the Expense Cap for the Fund are: (a) initial legal fees pertaining to the Shares offered for sale; (b) initial SEC and state registration fees; and (c) initial fees paid to be listed on an exchange.
The Expense Agreement provides that the fees waived and/or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fees were waived or the expenses were incurred, but no recapture payment will be made by the Fund if it would result in the Fund exceeding (i) the Expense Cap or (ii) the expense cap in effect at the time the fees and/or expenses subject to recapture were waived and/or borne by the Adviser.
The Fund may invest in money market funds that are managed by affiliates of the Adviser and other funds (including ETFs) managed by the Adviser or affiliates of the Adviser (collectively, “Underlying Affiliated Investments”). The indirect portion of the advisory fees that the Fund incurs through such Underlying Affiliated Investments is in addition to the Advisory
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Fee payable to the Adviser by the Fund. Therefore, the Adviser has agreed to waive the Advisory Fee payable by the Fund in an amount equal to the lesser of: (i) 100% of the net advisory fees earned by the Adviser or an affiliate of the Adviser that are attributable to the Fund's Underlying Affiliated Investments or (ii) the Advisory Fee available to be waived. These waivers do not apply to the Fund's investment of cash collateral received for securities lending. These waivers are in place through at least August 31, 2023, and there is no guarantee that the Adviser will extend them past that date.
A discussion regarding the basis for the Board’s approval of the Investment Advisory Agreement with respect to the Fund is available in the Fund’s Annual Report to Shareholders for the fiscal year ended April 30, 2021.

How to Buy and Sell Shares
The Fund issues or redeems its Shares at NAV per Share only in Creation Units or Creation Unit Aggregations.
Most investors buy and sell Shares in secondary market transactions through brokers. Shares are listed for trading on the secondary market on the Exchange. Shares can be bought and sold throughout the trading day like other publicly traded shares. There is no minimum investment. Although Shares generally are purchased and sold in “round lots” of 100 Shares, brokerage firms typically permit investors to purchase or sell Shares in smaller “odd lots,” at no per share price differential. When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction.
The Shares trade on the Exchange under the symbol “XSVM.”
Share prices are reported in dollars and cents per Share.
APs may acquire Shares directly from the Fund, and APs may tender their Shares for redemption directly to the Fund, at NAV per Share, only in Creation Units or Creation Unit Aggregations, and in accordance with the procedures described in the SAI.
Under normal circumstances, the Fund will pay out redemption proceeds to a redeeming AP within two days after the AP’s redemption request is received, in accordance with the process set forth in the Fund’s SAI and in the agreement between the AP and the Fund’s distributor. However, the Fund reserves the right, including under stressed market conditions, to take up to seven days after the receipt of a redemption request to pay an AP, all as permitted by the 1940 Act. If the Fund has foreign investments in a country where local market holiday(s) prevent the Fund from delivering such foreign investments to an AP in response to a redemption request, the Fund may take up to 15 days after the receipt of the redemption request to deliver such investments to the AP.
The Fund anticipates meeting redemption requests either by paying redemption proceeds to an AP primarily through in-kind redemptions or in cash. Cash used for redemptions will be raised from the sale of portfolio assets or may come from existing holdings of cash or cash equivalents. If the Fund holds Rule 144A securities, an AP that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), will not be able to receive those Rule 144A securities.
The Fund may liquidate and terminate at any time without shareholder approval.
Book Entry
Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares and is recognized as the record owner of all Shares for all purposes.
Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all
Shares. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other stocks that you hold in book entry or “street name” form.
Share Trading Prices
The trading prices of Shares on the Exchange may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect the trading prices of Shares.

Frequent Purchases and Redemptions of Shares
Shares may be purchased and redeemed directly from the Fund only in Creation Units by APs. The vast majority of trading in Shares occurs on the secondary market and does not involve the Fund directly. In-kind purchases and redemptions of Creation Units by APs and cash trades on the secondary market are unlikely to cause many of the harmful effects of frequent purchases or redemptions of the Shares. Cash purchases and/or redemptions of Creation Units, however, can result in increased tracking error, disruption of portfolio management, dilution to the Fund and increased transaction costs, which could negatively impact the Fund’s ability to achieve its investment objective, and may lead to the realization of capital gains. These consequences may increase as the frequency of cash purchases and redemptions of Creation Units by APs increases. However, direct trading by APs is critical to ensuring that Shares trade at or close to NAV.
To minimize these potential consequences of frequent purchases and redemptions of Shares, the Fund imposes transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs the Fund incurs in effecting trades. In addition, the Adviser monitors trades by APs for patterns of abusive trading and the Fund reserves the right not to accept orders from APs that the Adviser has determined may be disruptive to the management of the Fund, or otherwise are not in the best interests of the Fund. For these reasons, the Board has not adopted policies and procedures with respect to frequent purchases and redemptions of Shares.

Dividends, Other Distributions and Taxes
Dividends and Other Distributions
Generally, dividends from net investment income, if any, are declared and paid quarterly by the Fund. The Fund also intends to distribute its net realized capital gains, if any, to shareholders annually. Dividends and other distributions may be declared and paid more frequently to comply with the distribution requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, and to avoid a federal excise tax imposed on regulated investment companies.
Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available.
Taxes
The Fund intends to qualify each year as a regulated investment company (RIC) and, as such, is not subject to entity-level tax on the income and gain it distributes. If you are a taxable investor, dividends and distributions you receive generally are taxable to you whether you reinvest distributions in
10        

additional Shares or take them in cash. Every year, you will be sent information showing the amount of dividends and distributions you received during the prior calendar year. In addition, investors in taxable accounts should be aware of the following basic tax points as supplemented below where relevant:
Fund Tax Basics
■ 
The Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of the Fund, constitutes the Fund’s net investment income from which dividends may be paid to shareholders. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income.
■ 
Distributions of net short-term capital gains are taxable to you as ordinary income. A higher portfolio turnover rate (a measure of how frequently assets within the Fund are bought and sold) is more likely to generate short-term capital gains than a lower portfolio turnover rate.
■ 
Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Shares.
■ 
A portion of income dividends paid by the Fund may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from the Fund’s investment in stocks of domestic corporations and qualified foreign corporations. Should the Fund invest primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates.
■ 
The use of derivatives by the Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.
■ 
Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December.
■ 
Any long-term or short-term capital gains realized on the sale of your Shares will be subject to federal income tax.
■ 
A shareholder’s cost basis information will be provided on the sale of any of the shareholder’s Shares, subject to certain exceptions for exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of your cost basis and available elections for your account.
■ 
At the time you purchase your Shares, the Fund’s net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying Shares just before the Fund declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, the Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you.
■ 
By law, if you do not provide the Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your Shares. The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid.
■ 
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from taxable dispositions of Shares)
of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
■ 
You will not be required to include the portion of dividends paid by the Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares.
■ 
Fund distributions and gains from the sale of Shares generally are subject to state and local income taxes.
■ 
If the Fund qualifies to pass through the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax.
■ 
Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in the Fund.
■ 
Under the Foreign Account Tax Compliance Act (FATCA), a 30% withholding tax is imposed on income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
■ 
If the Fund invests in an underlying fund taxed as a RIC, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund.
Taxes on Purchase and Redemption of Creation Units
To the extent that the Fund permits in-kind transactions, an AP that exchanges equity securities for a Creation Unit generally will recognize a capital gain or loss equal to the difference between the market value of the Creation Units at the time of exchange (plus any cash received by the AP as part of the issue) and the sum of the AP's aggregate basis in the securities surrendered plus any cash component paid. Similarly, an AP that redeems a Creation Unit in exchange for securities generally will recognize a capital gain or loss equal to the difference between the AP's basis in the Creation Units (plus any cash paid by the AP as part of the redemption) and the aggregate market value of the securities received (plus any cash received by the AP as part of the redemption). The IRS, however, may assert that a loss realized upon an exchange of securities for a Creation Unit, or of a Creation Unit for securities, cannot be deducted currently under the rules governing
11        

“wash sales” or on the ground that there has been no significant change in the AP's economic position. An AP exchanging securities should consult its own tax advisor(s) with respect to whether wash sale rules apply and when a loss otherwise might not be deductible.
Any capital gain or loss realized on a redemption of a Creation Unit generally is treated as long-term capital gain or loss if the Shares have been held for more than one year and as short-term capital gain or loss if the Shares have been held for one year or less, assuming that such Creation Units are held as a capital asset. If you purchase or redeem one or more Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.
The foregoing discussion summarizes some of the more important possible consequences under current federal, state and local tax law of an investment in the Fund. It is not a substitute for personal tax advice. You also may be subject to state, local and/or foreign tax on the Fund's distributions and sales and/or redemptions of Shares. Consult your personal tax advisor(s) about the potential tax consequences of an investment in the Shares under all applicable tax laws.

Distributor
Invesco Distributors, Inc. (the “Distributor”) serves as the distributor of Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in Shares. The Distributor is an affiliate of the Adviser.

Net Asset Value
The NAV for the Fund will be calculated and disseminated daily on each day that the NYSE is open for trading. The Bank of New York Mellon (“BNYM”) normally calculates the Fund’s NAV as of the regularly scheduled close of business of the NYSE (normally 4:00 p.m., Eastern time). The Fund’s NAV is based on prices at the time of closing, and U.S. fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments in a particular market or exchange. NAV is calculated by deducting all of the Fund’s liabilities from the total value of its assets and then dividing the result by the number of Shares outstanding, rounding to the nearest cent. Generally, the portfolio securities are recorded in the NAV no later than the trade date plus one day. All valuations are subject to review by the Trust’s Board or its delegate.
In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are readily available are valued at market value. Securities listed or traded on an exchange (except convertible securities) generally are valued at the last trade price or official closing price that day as of the close of the exchange where the security primarily trades. Investment companies are valued using such company’s NAV per share, unless the shares are exchange-traded, in which case they will be valued at the last trade price or official closing price on the exchanges on which they primarily trade. Deposits, other obligations of U.S. and non-U.S. banks and financial institutions, and cash equivalents are valued at their daily account value. Debt obligations (including convertible securities) normally are valued on the basis of prices provided by independent pricing services. Pricing services generally value debt securities assuming orderly transactions of institutional round lot size, but the Fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots, and their value may be adjusted accordingly. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they principally trade. Options not listed on an exchange are valued by an independent source at the mean
between the last bid and asked prices. Swaps generally are valued using pricing provided from independent pricing services. Unlisted securities will be valued using prices provided by independent pricing services or by another method that the Adviser, in its judgment, believes better reflect the security’s fair value in accordance with the Trust’s valuation policies and procedures approved by the Board. The Adviser may use various pricing services or discontinue the use of any pricing service at any time.
At times, a listed security’s market price may not be readily available. Moreover, even when market quotations are available for a security, they may be stale or unreliable. A security’s last market quotation may become stale because, among other reasons, (i) the security is not traded frequently, (ii) the security ceased trading before its exchange closed; (iii) market or issuer-specific events occurred after the security ceased trading; or (iv) the passage of time between when the security’s trading market closes and when the Fund calculates its NAV caused the quotation to become stale. A security’s last market quotation may become unreliable because of (i) certain security-specific events, including a merger or insolvency, (ii) events which affect a geographical area or an industry segment, such as political events or natural disasters, or (iii) market events, such as a significant movement in the U.S. market. When a security’s market price is not readily available, or the Adviser determines that such price is stale or unreliable, the Adviser will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing involves subjective judgments, and it is possible that a fair value determination for a security is materially different than the value that could be realized upon the sale of the security. If the Fund holds securities that are primarily listed on foreign exchanges, the value of such securities may change on days when you will not be able to purchase or sell Shares. In addition, if the Fund seeks to track an index, the use of fair value pricing could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by that index, which may increase the Fund’s tracking error.

Fund Service Providers
BNYM, 240 Greenwich Street, New York, New York 10286, is the administrator, custodian and fund accounting and transfer agent for the Fund.
Stradley Ronon Stevens & Young, LLP, 191 North Wacker Drive, Suite 1601, Chicago, Illinois 60606, and 2000 K Street, NW, Suite 700, Washington, D.C. 20006, serves as legal counsel to the Trust.
PricewaterhouseCoopers LLP (“PwC”), One North Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s independent registered public accounting firm. PwC is responsible for auditing the annual financial statements of the Fund and assists in the preparation and/or review of the Fund’s federal and state income tax returns.
12        


Financial Highlights
The financial highlights table below is intended to help you understand the Fund’s financial performance for the past five fiscal years. Certain information reflects financial results for a single Share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other
distributions). This information has been derived from the Fund’s financial statements, which have been audited by PwC, whose report, along with the Fund’s financial statements, is included in the Fund’s Annual Report for the fiscal year ended April 30, 2021, which is available upon request.
 
Years Ended April 30,
 
2021
2020
2019
2018
2017
Per Share Operating Performance:
 
 
 
 
 
Net asset value at beginning of year
$22.95
$30.31
$30.37
$29.27
$23.87
Net investment income(a)(b)
0.38
0.51
0.58
0.63
0.52
Net realized and unrealized gain (loss) on investments
26.23
(7.27)
0.03
1.04
5.55
Total from investment operations
26.61
(6.76)
0.61
1.67
6.07
Distributions to shareholders from:
 
 
 
 
 
Net investment income
(0.35)
(0.60)
(0.67)
(0.57)
(0.67)
Net asset value at end of year
$49.21
$22.95
$30.31
$30.37
$29.27
Market price at end of year(c)
$49.27
$22.92
$30.30
$30.40
$29.26
Net Asset Value Total Return(d)
116.75%
(22.43)%
2.13%
5.73%
25.64%
Market Price Total Return(d)
117.30%
(22.51)%
2.00%
5.87%
25.54%
Ratios/Supplemental Data:
 
 
 
 
 
Net assets at end of year (000’s omitted)
$259,319
$52,778
$78,794
$72,883
$83,415
Ratio to average net assets of:
 
 
 
 
 
Expenses, after Waivers
0.39%
0.40%(e)
0.39%
0.39%
0.39%
Expenses, prior to Waivers
0.41%
0.40%(e)
0.44%
0.46%
0.46%
Net investment income(b)
1.11%
1.73%(e)
1.88%
2.12%
1.90%
Portfolio turnover rate(f)
75%
136%
52%
56%
50%
(a)
Based on average shares outstanding.
(b)
Net investment income (loss) is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests. Ratio of net investment income (loss) does not include net
investment income of the underlying funds in which the Fund invests.
(c)
The mean between the last bid and ask prices.
(d)
Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value
during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in
the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns
for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and
distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.
(e)
Ratios include non-recurring costs associated with a proxy statement of 0.01%.
(f)
Portfolio turnover rate is not annualized for periods less than one year, if applicable, and does not include securities received or delivered from processing creations or redemptions. For the year
ended April 30, 2020, the portfolio turnover calculation includes the value of securities purchased and sold in the effort to realign the Fund’s portfolio holdings due to the underlying index change.
13        


Index Provider
No entity that creates, compiles, sponsors or maintains the Underlying Index is or will be an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, or an affiliated person of an affiliated person, of the Trust, the Adviser, the Distributor or a promoter of the Fund.
Neither the Adviser nor any affiliate of the Adviser has any rights to influence the selection of the securities in the Underlying Index.
The Underlying Index is calculated and maintained by the Index Provider or its affiliate, agent or partner. The Index Provider is not affiliated with the Trust, the Adviser or the Distributor. The Adviser has entered into a license agreement with the Index Provider. The Fund is entitled to use its Underlying Index pursuant to a sub-licensing agreement with the Adviser.

Disclaimers
The Underlying Index is a product of S&P Dow Jones Indices LLC or its affiliates (“S&P DJI”) and has been licensed for use by the Adviser. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). These trademarks have been licensed for use by S&P DJI and sublicensed for certain purposes to the Adviser.
The Fund is not sponsored, endorsed, sold or promoted by S&P DJI, Dow Jones, S&P or any of their respective affiliates. S&P DJI does not make any representation or warranty, express or implied, to the owners of the Fund, the Adviser, any Distributor or promoter of the Fund, or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P DJI’s only relationship to the Adviser with respect to the Underlying Index is the licensing of the Underlying Index and certain trademarks, service marks and/or trade names of S&P DJI and/or its licensors. The Underlying Index is determined, composed and calculated by S&P DJI without regard to the Fund, the Adviser, any Distributor or promoter of the Fund. S&P DJI has no obligation to take the needs of the Adviser or the owners of the Fund into consideration in determining, composing or calculating the Underlying Index. S&P DJI is not responsible for and has not participated in the determination of the price, and amount of the Shares in the timing of the issuance or sale of the Shares or in the determination or calculation of the equation by which the Shares are converted into cash, cash surrendered, redeemed, etc. as applicable. S&P DJI has no obligation or liability in connection with the administration, marketing or trading of the Fund. There is no assurance that investment products based on the Underlying Index will accurately track index performance or provide positive investment returns. S&P DJI is not an investment adviser or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion of a security within the Underlying Index is not a recommendation by S&P DJI to buy, sell, or hold such security, nor is it considered to be investment advice.
S&P DJI DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DJI INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS IN CALCULATING THE UNDERLYING INDEX. S&P DJI MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE OR AS TO RESULTS TO BE OBTAINED BY THE ADVISER, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DJI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DJI AND THE ADVISER, OTHER THAN THE LICENSORS OF THE UNDERLYING INDEX.
The Adviser does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors, omissions, restatements, re-calculations or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the Shares or any other person or entity from the use of the Underlying Index or any data included therein. The Adviser makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.

Premium/Discount Information
Information showing the number of days the market price of the Shares was greater (at a premium) and less (at a discount) than the Fund’s NAV for the most recently completed calendar year and the most recently completed calendar quarters since that year is available on the Fund’s website at www.invesco.com/ETFs.

Other Information
Section 12(d)(1) of the 1940 Act restricts investments by investment companies (and companies relying on Sections 3(c)(1) or 3(c)(7) of the 1940 Act) in the securities of other investment companies. However, registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1) subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust, including that such investment companies enter into a participation agreement with the Trust on behalf of the Fund prior to exceeding the limits imposed by Section 12(d)(1). Additionally, the Fund is permitted, pursuant to another SEC exemptive order that the SEC has issued to the Trust, to invest in other registered investment companies beyond the limits set forth in Section 12(d)(1) subject to certain terms and conditions set forth in that order. If the Fund relies on this exemptive relief, however, other investment companies may not invest in the Fund beyond the statutory provisions of Section 12(d)(1).
Continuous Offering
The method by which Creation Unit Aggregations of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Unit Aggregations of Shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as such term is used in the Securities Act, may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which
14        

could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Unit Aggregations after placing an order with the Distributor, breaks them down into constituent Shares and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving the solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms also should note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions), and thus dealing with the Shares that are part of an overallotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act only is available with respect to transactions on a national exchange.
Delivery of Shareholder Documents–Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of the Prospectus and other shareholder documents, please contact your broker-dealer. If you currently
are enrolled in householding and wish to change your householding status, please contact your broker-dealer.
For More Information
For more detailed information on the Trust, the Fund and the Shares, you may request a copy of the Fund’s SAI. The SAI provides detailed information about the Fund and is incorporated by reference into this Prospectus. This means that the SAI legally is a part of this Prospectus. Additional information about the Fund’s investments also is available in the Fund’s Annual and Semi-Annual Reports to Shareholders. In the Fund’s current Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during the last fiscal year. If you have questions about the Fund or Shares or you wish to obtain the SAI, Annual Report and/or Semi-Annual Report, free of charge, or to make shareholder inquiries, please:
Call:
Invesco Distributors, Inc. at 1-800-983-0903
Monday through Friday
8:00 a.m. to 5:00 p.m. Central Time
Write:
Invesco Exchange-Traded Fund Trust
c/o Invesco Distributors, Inc.
11 Greenway Plaza, Suite 1000
Houston, Texas 77046-1173
Visit:
www.invesco.com/ETFs
Reports and other information about the Fund are available on the EDGAR Database on the SEC's Internet site at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
No person is authorized to give any information or to make any representations about the Fund and its Shares not contained in this Prospectus, and you should not rely on any other information. Read and keep this Prospectus for future reference.
Dealers effecting transactions in the Shares, whether or not participating in this distribution, generally are required to deliver a Prospectus. This is in addition to any obligation of dealers to deliver a Prospectus when acting as underwriters.
The Trust's registration number under the 1940 Act is 811-21265.
15        

Invesco Exchange-Traded Fund Trust
 
3500 Lacey Road, Suite 700
 
www.invesco.com/ETFs
Downers Grove, IL 60515
P-XSVM-PRO-1
800.983.0903    @InvescoETFs

Investment Company Act File No. 811-21265
Invesco Exchange-Traded Fund Trust
STATEMENT OF ADDITIONAL INFORMATION
Dated August 27, 2021
This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Prospectus dated August 27, 2021, for the Invesco Exchange-Traded Fund Trust (the “Trust”) relating to the series of the Trust listed below (each, a “Fund” and collectively, the “Funds”), as the Prospectus may be revised from time to time.
Fund
Principal U.S. Listing Exchange
Ticker
Invesco Aerospace & Defense ETF
NYSE Arca, Inc.
PPA
Invesco BuyBack AchieversTM ETF
The Nasdaq Stock Market LLC
PKW
Invesco Dividend AchieversTM ETF
The Nasdaq Stock Market LLC
PFM
Invesco Dow Jones Industrial Average Dividend ETF
NYSE Arca, Inc.
DJD
Invesco DWA Basic Materials Momentum ETF
The Nasdaq Stock Market LLC
PYZ
Invesco DWA Consumer Cyclicals Momentum ETF
The Nasdaq Stock Market LLC
PEZ
Invesco DWA Consumer Staples Momentum ETF
The Nasdaq Stock Market LLC
PSL
Invesco DWA Energy Momentum ETF
The Nasdaq Stock Market LLC
PXI
Invesco DWA Financial Momentum ETF
The Nasdaq Stock Market LLC
PFI
Invesco DWA Healthcare Momentum ETF
The Nasdaq Stock Market LLC
PTH
Invesco DWA Industrials Momentum ETF
The Nasdaq Stock Market LLC
PRN
Invesco DWA Momentum ETF
The Nasdaq Stock Market LLC
PDP
Invesco DWA Technology Momentum ETF
The Nasdaq Stock Market LLC
PTF
Invesco DWA Utilities Momentum ETF
The Nasdaq Stock Market LLC
PUI
Invesco Dynamic Biotechnology & Genome ETF
NYSE Arca, Inc.
PBE
Invesco Dynamic Building & Construction ETF
NYSE Arca, Inc.
PKB
Invesco Dynamic Energy Exploration & Production ETF
NYSE Arca, Inc.
PXE
Invesco Dynamic Food & Beverage ETF
NYSE Arca, Inc.
PBJ
Invesco Dynamic Large Cap Growth ETF
NYSE Arca, Inc.
PWB
Invesco Dynamic Large Cap Value ETF
NYSE Arca, Inc.
PWV
Invesco Dynamic Leisure and Entertainment ETF
NYSE Arca, Inc.
PEJ
Invesco Dynamic Market ETF
NYSE Arca, Inc.
PWC
Invesco Dynamic Media ETF
NYSE Arca, Inc.
PBS
Invesco Dynamic Networking ETF
NYSE Arca, Inc.
PXQ
Invesco Dynamic Oil & Gas Services ETF
NYSE Arca, Inc.
PXJ
Invesco Dynamic Pharmaceuticals ETF
NYSE Arca, Inc.
PJP
Invesco Dynamic Semiconductors ETF
NYSE Arca, Inc.
PSI
Invesco Dynamic Software ETF
NYSE Arca, Inc.
PSJ
Invesco Financial Preferred ETF
NYSE Arca, Inc.
PGF
Invesco FTSE RAFI US 1000 ETF
NYSE Arca, Inc.
PRF
Invesco FTSE RAFI US 1500 Small-Mid ETF
The Nasdaq Stock Market LLC
PRFZ
Invesco Global Listed Private Equity ETF
NYSE Arca, Inc.
PSP
Invesco Golden Dragon China ETF
The Nasdaq Stock Market LLC
PGJ
Invesco High Yield Equity Dividend AchieversTM ETF
The Nasdaq Stock Market LLC
PEY
Invesco International Dividend AchieversTM ETF
The Nasdaq Stock Market LLC
PID
Invesco MSCI Sustainable Future ETF
NYSE Arca, Inc.
ERTH
Invesco NASDAQ Internet ETF
The Nasdaq Stock Market LLC
PNQI
Invesco Raymond James SB-1 Equity ETF
NYSE Arca, Inc.
RYJ
Invesco S&P 100 Equal Weight ETF
NYSE Arca, Inc.
EQWL
Invesco S&P 500 BuyWrite ETF
NYSE Arca, Inc.
PBP
Invesco S&P 500® Equal Weight ETF
NYSE Arca, Inc.
RSP
Invesco S&P 500® Equal Weight Communication Services ETF
NYSE Arca, Inc.
EWCO
Invesco S&P 500® Equal Weight Consumer Discretionary ETF
NYSE Arca, Inc.
RCD
Invesco S&P 500® Equal Weight Consumer Staples ETF
NYSE Arca, Inc.
RHS
Invesco S&P 500® Equal Weight Energy ETF
NYSE Arca, Inc.
RYE
Invesco S&P 500® Equal Weight Financials ETF
NYSE Arca, Inc.
RYF
Invesco S&P 500® Equal Weight Health Care ETF
NYSE Arca, Inc.
RYH
Invesco S&P 500® Equal Weight Industrials ETF
NYSE Arca, Inc.
RGI

Fund
Principal U.S. Listing Exchange
Ticker
Invesco S&P 500® Equal Weight Materials ETF
NYSE Arca, Inc.
RTM
Invesco S&P 500® Equal Weight Real Estate ETF
NYSE Arca, Inc.
EWRE
Invesco S&P 500® Equal Weight Technology ETF
NYSE Arca, Inc.
RYT
Invesco S&P 500® Equal Weight Utilities ETF
NYSE Arca, Inc.
RYU
Invesco S&P 500 GARP ETF
NYSE Arca, Inc.
SPGP
Invesco S&P 500® Pure Growth ETF
NYSE Arca, Inc.
RPG
Invesco S&P 500® Pure Value ETF
NYSE Arca, Inc.
RPV
Invesco S&P 500® Quality ETF
NYSE Arca, Inc.
SPHQ
Invesco S&P 500® Top 50 ETF
NYSE Arca, Inc.
XLG
Invesco S&P 500 Value with Momentum ETF
NYSE Arca, Inc.
SPVM
Invesco S&P MidCap 400® Equal Weight ETF
NYSE Arca, Inc.
EWMC
Invesco S&P MidCap 400® Pure Growth ETF
NYSE Arca, Inc.
RFG
Invesco S&P MidCap 400® Pure Value ETF
NYSE Arca, Inc.
RFV
Invesco S&P MidCap Momentum ETF
NYSE Arca, Inc.
XMMO
Invesco S&P MidCap Quality ETF
NYSE Arca, Inc.
XMHQ
Invesco S&P MidCap Value with Momentum ETF
NYSE Arca, Inc.
XMVM
Invesco S&P SmallCap 600® Equal Weight ETF
NYSE Arca, Inc.
EWSC
Invesco S&P SmallCap 600® Pure Growth ETF
NYSE Arca, Inc.
RZG
Invesco S&P SmallCap 600® Pure Value ETF
NYSE Arca, Inc.
RZV
Invesco S&P SmallCap Momentum ETF
NYSE Arca, Inc.
XSMO
Invesco S&P SmallCap Value with Momentum ETF
NYSE Arca, Inc.
XSVM
Invesco S&P Spin-Off ETF
NYSE Arca, Inc.
CSD
Invesco Water Resources ETF
The Nasdaq Stock Market LLC
PHO
Invesco WilderHill Clean Energy ETF
NYSE Arca, Inc.
PBW
Invesco Zacks Mid-Cap ETF
NYSE Arca, Inc.
CZA
Invesco Zacks Multi-Asset Income ETF
NYSE Arca, Inc.
CVY
Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge by writing to the Trust's Distributor, Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, or by calling toll free 800-983-0903. The audited financial statements for each Fund contained in the Trust's 2021 Annual Reports (as filed on June 29, 2021 for Invesco BuyBack Achievers™ ETF, Invesco Dividend Achievers™ ETF, Invesco Dow Jones Industrial Average Dividend ETF, Invesco Financial Preferred ETF, Invesco High Yield Equity Dividend Achievers™ ETF and Invesco International Dividend Achievers™ ETF, and on July 8, 2021 for the remaining Funds) and the related reports of PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Trust, are incorporated herein by reference in the section "Financial Statements." No other portions of the Trust's Annual Reports are incorporated by reference in to this SAI.

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS





 
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i

GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
The Trust was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series or portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust currently consists of 74 Funds, and this SAI contains information for each of those Funds. Each Fund (except as indicated below) is “non-diversified” and, as such, each such Fund’s investments are not required to meet certain diversification requirements under the 1940 Act. The following Funds are classified as “diversified:” Invesco DWA Basic Materials Momentum ETF, Invesco DWA Consumer Cyclicals Momentum ETF, Invesco DWA Consumer Staples Momentum ETF, Invesco DWA Energy Momentum ETF, Invesco DWA Financial Momentum ETF, Invesco DWA Healthcare Momentum ETF, Invesco DWA Industrials Momentum ETF, Invesco DWA Technology Momentum ETF, Invesco DWA Utilities Momentum ETF, Invesco Global Listed Private Equity ETF, Invesco MSCI Sustainable Future ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P 100 Equal Weight ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500 Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco WilderHill Clean Energy ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF (the “Diversified Funds”). In addition, each of Invesco BuyBack AchieversTM ETF, Invesco Dividend AchieversTM ETF, Invesco DWA Momentum ETF, Invesco Dynamic Large Cap Growth ETF, Invesco Dynamic Large Cap Value ETF, Invesco Dynamic Market ETF, Invesco FTSE RAFI US 1000 ETF, Invesco FTSE RAFI US 1500 Small-Mid ETF, Invesco High Yield Equity Dividend AchieversTM ETF, Invesco International Dividend AchieversTM ETF, Invesco S&P 500 BuyWrite ETF, Invesco S&P 500 GARP ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Quality ETF, Invesco S&P 500 Value with Momentum ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P MidCap Momentum ETF, Invesco S&P MidCap Quality ETF, Invesco S&P MidCap Value with Momentum ETF, Invesco S&P SmallCap 600® Pure Growth ETF, Invesco S&P SmallCap 600® Pure Value ETF, Invesco S&P SmallCap Momentum ETF and Invesco S&P SmallCap Value with Momentum ETF are classified as diversified, but may become “non-diversified” solely as a result of a change in relative market capitalization or index weighting of one or more constituents of its Underlying Index (as defined below), and shareholder approval will not be sought if these Funds cross from diversified to non-diversified under such circumstances (referred to herein as the “Diversified Funds that may change to Non-Diversified”). The shares of each of the Funds are referred to in this SAI as “Shares.”
The investment objective of each Fund is to seek to track the investment results (before fees and expenses) of its specific underlying index (each, an “Underlying Index”, as applicable). Invesco Capital Management LLC (the “Adviser”), an indirect, wholly-owned subsidiary of Invesco Ltd., manages the Funds.
Each Fund issues and redeems Shares at net asset value (“NAV”) only in aggregations of a specified number of Shares set forth in the Fund’s prospectus (each, a “Creation Unit” or a “Creation Unit Aggregation”). Each Fund generally issues and redeems Creation Units principally in exchange for a basket of securities included in its Underlying Index, as applicable (the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash Component”), plus certain transaction fees. However, each Fund also reserves the right to permit or require Creation Units to be issued in exchange for cash.
Except as set forth in the following sentence, the Shares of all of the Funds are listed on NYSE Arca, Inc. (“NYSE Arca”) (each an “NYSE Arca-listed Fund,” and collectively, the “NYSE Arca-listed Funds”). Shares of the following Funds are listed on The Nasdaq Stock Market LLC (“NASDAQ”) (each a “NASDAQ-listed Fund,” and collectively, the “NASDAQ-listed Funds”): Invesco BuyBack Achievers ETF, Invesco Dividend Achievers ETF, Invesco DWA Basic Materials Momentum ETF, Invesco DWA Consumer Cyclicals Momentum ETF, Invesco DWA Consumer Staples Momentum ETF, Invesco DWA Energy Momentum ETF, Invesco DWA Financial Momentum ETF, Invesco DWA Healthcare Momentum ETF, Invesco DWA Industrials Momentum ETF, Invesco DWA Momentum ETF, Invesco DWA Technology Momentum ETF, Invesco DWA
1

Utilities Momentum ETF, Invesco FTSE RAFI US 1500 Small-Mid ETF, Invesco Golden Dragon China ETF, Invesco High Yield Equity Dividend Achievers ETF, Invesco International Dividend Achievers ETF, Invesco NASDAQ Internet ETF and Invesco Water Resources ETF. Together, NYSE Arca and NASDAQ are the “Exchanges” and each is an “Exchange.”
Shares trade on the respective Exchanges at market prices that may be below, at, or above NAV. In the event of the liquidation of a Fund, the Trust may decrease the number of Shares in a Creation Unit. 
Each Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. See the “Creation and Redemption of Creation Unit Aggregations” section. To offset the added brokerage and other transaction costs a Fund incurs with using cash to purchase the requisite Deposit Securities, during each instance of cash creations or redemptions, the Funds may impose transaction fees that will be higher than the transaction fees associated with in-kind creations or redemptions.
The following Funds are successors to a corresponding predecessor fund (each, a “Predecessor Fund” and collectively, the “Predecessor Funds”) as a result of reorganizations (each, a “Reorganization” and collectively, the “Reorganizations”) that were consummated: (i) after the close of business on April 6, 2018—Invesco Dow Jones Industrial Average Dividend ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500® Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco S&P SmallCap 600® Pure Growth ETF, Invesco S&P SmallCap 600® Pure Value ETF, Invesco S&P Spin-Off ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF; and (ii) after the close of business on May 18, 2018—Invesco Raymond James SB-1 Equity ETF. Each such Fund adopted the performance and financial information of its corresponding Predecessor Fund; therefore, information presented prior to the Reorganizations is that of the Predecessor Fund.
EXCHANGE LISTING AND TRADING
Shares of each NYSE Arca-listed Fund and each NASDAQ-listed Fund are listed for trading, and trade throughout the day, on their respective Exchange.
There can be no assurance that a Fund will continue to meet the requirements of its Exchange necessary to maintain the listing of its Shares. The Exchanges may, but are not required to, remove the Shares of a Fund from listing if: (i) following the initial 12-month period beginning at the commencement of trading of a Fund, there are fewer than 50 beneficial owners of Shares; (ii) the Fund is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act; (iii) the Fund fails to meet certain continued listing standards of an Exchange; or (iv) such other event shall occur or condition shall exist that, in the opinion of the relevant Exchange, makes further dealings on such Exchange inadvisable. The applicable Exchange will remove the Shares of a Fund from listing and trading upon termination of the Fund.
As in the case of other stocks traded on the Exchanges, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.
The Trust reserves the right to adjust the price levels of the Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of a Fund.
For the NYSE Arca-listed Funds:
2

Shares of the NYSE Arca-listed Funds are not sponsored, endorsed, or promoted by NYSE Arca or its affiliates. NYSE Arca and its affiliates make no representation or warranty, express or implied, to the owners of the Shares of the NYSE Arca-listed Funds and NYSE Arca is not responsible for, nor has it participated in, the determination of the timing of, prices of, or quantities of Shares to be issued, nor in the determination or calculation of the equation by which the Shares are redeemable. NYSE Arca and its affiliates have no obligation or liability to owners of Shares of the NYSE Arca-listed Funds in connection with the administration, marketing, or trading of Shares.
NYSE Arca and its affiliates make no warranty, express or implied, as to results to be obtained by the Trust on behalf of the NYSE Arca-listed Funds, owners of Shares, or any other person or entity. Without limiting any of the foregoing, in no event shall NYSE Arca have any liability for any lost profits or indirect, punitive, special, or consequential damages even if notified of the possibility thereof.
For the NASDAQ-listed Funds:
The NASDAQ-listed Funds are not sponsored, endorsed, sold or promoted by NASDAQ or its affiliates (collectively, the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the NASDAQ-listed Funds. The Corporations make no representation or warranty, express or implied, to the owners of the NASDAQ-listed Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly. The Corporations have no liability in connection with the administration, marketing or trading of the NASDAQ-listed Funds. IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF DAMAGES.
INVESTMENT RESTRICTIONS
The Funds have adopted as fundamental policies the investment restrictions numbered (1) through (16) below, except that restrictions (1) and (2) only apply to the Diversified Funds that may change to Non-Diversified and restrictions (3) and (4) only apply to Diversified Funds. Except as noted in the prior sentence or as otherwise noted below, each Fund, as a fundamental policy, may not:
(1)  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 (other than obligations issued, or guaranteed, by the U.S. Government, its agencies or instrumentalities), except as may be necessary to approximate the composition of its Underlying Index.
(2)  As to 75% of its total assets, purchase more than 10% of all outstanding voting securities or any class of securities of any one issuer, except as may be necessary to approximate the composition of its Underlying Index. 
(3)  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 (other than obligations issued, or guaranteed, by the U.S. Government, its agencies or instrumentalities).
(4)  As to 75% of its total assets, purchase more than 10% of all outstanding voting securities or any class of securities of any one issuer.
(5)  With respect to the Invesco Dynamic Market ETF, invest 25% or more of the value of its total assets in securities of issuers in any one industry or group of industries, except to the extent that the Underlying Index concentrates in an industry or group of industries. This restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
(6)  With respect to the Invesco Aerospace & Defense ETF, Invesco BuyBack Achievers ETF, Invesco Dividend Achievers ETF, Invesco DWA Momentum ETF, Invesco DWA Basic Materials Momentum ETF, Invesco Dynamic Biotechnology & Genome ETF, Invesco Dynamic Building & Construction ETF, Invesco DWA Consumer Cyclicals Momentum ETF, Invesco DWA Consumer Staples Momentum ETF, Invesco Dynamic Energy Exploration & Production ETF, Invesco DWA Energy Momentum ETF, Invesco DWA Financial Momentum ETF, Invesco Dynamic Food & Beverage ETF, Invesco DWA Healthcare Momentum
3

ETF, Invesco DWA Industrials Momentum ETF, Invesco Dynamic Large Cap Growth ETF, Invesco Dynamic Large Cap Value ETF, Invesco Dynamic Leisure and Entertainment ETF, Invesco Dynamic Media ETF, Invesco Dynamic Networking ETF, Invesco Dynamic Oil & Gas Services ETF, Invesco Dynamic Pharmaceuticals ETF, Invesco Dynamic Semiconductors ETF, Invesco Dynamic Software ETF, Invesco DWA Technology Momentum ETF, Invesco DWA Utilities Momentum ETF, Invesco Financial Preferred ETF, Invesco FTSE RAFI US 1000 ETF, Invesco FTSE RAFI US 1500 Small-Mid ETF, Invesco Golden Dragon China ETF, Invesco High Yield Equity Dividend Achievers ETF, Invesco International Dividend Achievers ETF, Invesco Global Listed Private Equity ETF, Invesco MSCI Sustainable Future ETF, Invesco NASDAQ Internet ETF, Invesco S&P 100 Equal Weight ETF, Invesco S&P MidCap Momentum ETF, Invesco S&P MidCap Quality ETF, Invesco S&P MidCap Value with Momentum ETF, Invesco S&P SmallCap Momentum ETF, Invesco S&P SmallCap Value with Momentum ETF, Invesco S&P 500 BuyWrite ETF, Invesco S&P 500® Quality ETF, Invesco Water Resources ETF and Invesco WilderHill Clean Energy ETF, invest 25% or more of the value of its total assets in securities of issuers in any one industry or group of industries, except to the extent that the respective Underlying Index that the Fund replicates, concentrates in an industry or group of industries. The Invesco Water Resources ETF will invest at least 25% of the value of its total assets in the water industry. This restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
(7)  With respect to Invesco Dow Jones Industrial Average Dividend ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P 500 GARP ETF, Invesco S&P 500 Value with Momentum ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Communication Services ETF, Invesco S&P 500® Equal Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500® Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco S&P SmallCap 600® Pure Growth ETF, Invesco S&P SmallCap 600® Pure Value ETF, Invesco S&P Spin-Off ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF invest more than 25% of the value of its net assets in securities of issuers in any one industry or group of industries, except to the extent that the Underlying Index that the Fund replicates concentrates in an industry or group of industries. This restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
(8)  With respect to the Invesco Dynamic Market ETF, Invesco Golden Dragon China ETF and Invesco High Yield Equity Dividend Achievers ETF, borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed), less the Fund’s liabilities (other than borrowings).
(9)  With respect to the Invesco Aerospace & Defense ETF, Invesco Dividend Achievers ETF, Invesco Dynamic Biotechnology & Genome ETF, Invesco Dynamic Building & Construction ETF, Invesco Dynamic Energy Exploration & Production ETF, Invesco Dynamic Food & Beverage ETF, Invesco Dynamic Large Cap Growth ETF, Invesco Dynamic Large Cap Value ETF, Invesco Dynamic Leisure and Entertainment ETF, Invesco Dynamic Media ETF, Invesco Dynamic Networking ETF, Invesco Dynamic Oil & Gas Services ETF, Invesco Dynamic Pharmaceuticals ETF, Invesco Dynamic Semiconductors ETF, Invesco Dynamic Software ETF, Invesco DWA Utilities Momentum ETF, Invesco FTSE RAFI US 1000 ETF, Invesco International Dividend Achievers ETF, Invesco MSCI Sustainable Future ETF, Invesco S&P MidCap Momentum ETF, Invesco S&P MidCap Value with Momentum ETF, Invesco S&P SmallCap Momentum ETF, Invesco S&P SmallCap Value with Momentum ETF, Invesco S&P 500 Quality ETF, Invesco Water Resources ETF and Invesco WilderHill Clean Energy ETF, borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) up to 10% of its
4

assets and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed), less the Fund’s liabilities (other than borrowings).
(10)  With respect to the Invesco BuyBack Achievers ETF, Invesco DWA Momentum ETF, Invesco DWA Basic Materials Momentum ETF, Invesco DWA Consumer Cyclicals Momentum ETF, Invesco DWA Consumer Staples Momentum ETF, Invesco DWA Energy Momentum ETF, Invesco DWA Financial Momentum ETF, Invesco DWA Healthcare Momentum ETF, Invesco DWA Industrials Momentum ETF, Invesco DWA Technology Momentum ETF, Invesco Financial Preferred ETF, Invesco FTSE RAFI US 1500 Small-Mid ETF, Invesco Global Listed Private Equity ETF, Invesco NASDAQ Internet ETF, Invesco S&P 100 Equal Weight ETF, Invesco S&P MidCap Quality ETF and Invesco S&P 500 BuyWrite ETF, borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) up to 10% of its total assets and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed), less the Fund’s liabilities (other than borrowings).
(11)  With respect to the Invesco Dow Jones Industrial Average Dividend ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P 500 GARP ETF and Invesco S&P 500 Value with Momentum ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Communication Services ETF, Invesco S&P 500® Equal Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500® Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco S&P SmallCap 600® Pure Growth ETF, Invesco S&P SmallCap 600® Pure Value ETF, Invesco S&P Spin-Off ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF, borrow money, except that the Fund may borrow money to the extent permitted by (i) the 1940 Act, (ii) the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) under the 1940 Act, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act.
(12)  Act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the purchase and sale of portfolio securities.
(13)  Make loans to other persons, except through (i) the purchase of debt securities permissible under the Fund’s investment policies, (ii) repurchase agreements or (iii) the lending of portfolio securities, provided that no such loan of portfolio securities may be made by the Fund if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Fund’s total assets.
(14)  Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund (i) from purchasing or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments backed by physical commodities).
(15)  Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).
(16)  Issue senior securities, except as permitted under the 1940 Act.
Except for restrictions (8), (9), (10), (11), (13)(iii) and (16), if a Fund adheres to a percentage restriction at the time of investment, a later increase in percentage resulting from a change in market value of the investment or the total assets, or the sale of a security out of the portfolio, will not constitute a violation of that
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restriction. With respect to restrictions (8), (9), (10), (11), (13)(iii) and (16), in the event that a Fund’s borrowings, repurchase agreements and loans of portfolio securities at any time exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed and the collateral received), less the Fund’s liabilities (other than borrowings or loans) due to subsequent changes in the value of the Fund’s assets or otherwise, within three days (excluding Sundays and holidays), the Fund will take corrective action to reduce the amount of its borrowings, repurchase agreements and loans of portfolio securities to an extent that such borrowings, repurchase agreements and loans of portfolio securities will not exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed and the collateral received) less the Fund’s liabilities (other than borrowings or loans).
The foregoing fundamental investment policies cannot be changed as to a Fund without approval by holders of a “majority of the Fund’s outstanding voting securities.” As defined in the 1940 Act, this means the vote of (i) 67% or more of the Shares present at a meeting, if the holders of more than 50% of the Shares are present or represented by proxy, or (ii) more than 50% of the Shares, whichever is less.
In addition to the foregoing fundamental investment policies, each Fund also is subject to the following non-fundamental investment restrictions and policies, which may be changed by the Board of Trustees of the Trust (the “Board”) without shareholder approval. Each Fund may not:
(1)  Except for Invesco S&P 500 GARP ETF and Invesco S&P 500 Value with Momentum ETF, sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures contracts, options on futures contracts or other derivative instruments are not deemed to constitute selling securities short.
(2)  With respect to Invesco S&P 500 GARP ETF and Invesco S&P 500 Value with Momentum ETF, sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost.
(3)  Except for Invesco S&P 500 GARP ETF and Invesco S&P 500 Value with Momentum ETF, purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts, options on futures contracts or other derivative instruments shall not constitute purchasing securities on margin.
(4)  With respect to Invesco S&P 500 GARP ETF and Invesco S&P 500 Value with Momentum ETF, purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions.
(5)  With respect to Invesco Dow Jones Industrial Average Dividend ETF, Invesco Global Listed Private Equity ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P Spin-Off ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF, purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act.
(6)  Except for Invesco Dow Jones Industrial Average Dividend ETF, Invesco Global Listed Private Equity ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P Spin-Off ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF, purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act, although the Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) and 12(d)(1)(G) of the 1940 Act.
(7)  Invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the Fund may invest in the securities of issuers that engage in these activities.
(8)  Invest in illiquid investments if, as a result of such investment, more than 15% of the Fund’s net assets would be invested in illiquid investments.
(9)  With respect to the Invesco Dynamic Market ETF, Invesco Golden Dragon China ETF and Invesco High Yield Equity Dividend Achievers ETF, enter into futures contracts or related options if more than 30% of
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the Fund’s net assets would be represented by such instruments or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.
The investment objective of each Fund is a non-fundamental policy that the Board may change without approval by shareholders upon 60 days’ written notice to shareholders.
In accordance with the 1940 Act, each Fund (except Invesco BuyBack Achievers ETF, Invesco Dow Jones Industrial Average Dividend ETF, Invesco DWA Momentum ETF, Invesco Dynamic Market ETF, Invesco FTSE RAFI US 1000 ETF, Invesco International Dividend Achievers ETF, Invesco MSCI Sustainable Future ETF, Invesco S&P 100 Equal Weight ETF, Invesco S&P 500 GARP ETF, Invesco S&P 500 Value with Momentum ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Quality ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P Spin-Off ETF and Invesco Zacks Multi-Asset Income ETF) has adopted a policy to invest at least 80% of the value of its total assets in certain types of securities (e.g., securities of companies of a particular size of capitalization, such as small-, mid-, or large-cap securities) or in securities of companies operating in a particular industry or economic sector (e.g., securities of energy, technology or healthcare companies) that is suggested by the Fund’s name (for each such Fund, an “80% investment policy”). Each Fund with an 80% investment policy considers the securities suggested by its name to be those securities that comprise its respective Underlying Index. Each Fund with an 80% investment policy anticipates meeting that policy by investing at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in such securities. The 80% investment policy for each of these Funds is a non-fundamental policy, and each Fund will provide its shareholders with at least 60 days’ prior written notice of any change to its 80% investment policy. If, subsequent to an investment, a Fund invests less than 80% of its total assets pursuant to its 80% investment policy, that Fund will make future investments in securities that satisfy the policy.
INVESTMENT STRATEGIES AND RISKS
Investment Strategies
Each Fund’s investment objective is to seek to track the investment results, before fees and expenses, of its respective Underlying Index. Each Fund seeks to achieve its investment objective by investing primarily in securities that comprise its Underlying Index. Each Fund operates as an index fund and will not be actively managed. Each Fund (except Invesco Financial Preferred ETF) attempts to replicate, before fees and expenses, the performance of its Underlying Index by generally investing in all of the securities comprising its Underlying Index in proportion to the weightings of the securities in the Underlying Index, although any Fund may use sampling techniques for the purpose of complying with regulatory or investment restrictions or when sampling is deemed appropriate to track an Underlying Index. Invesco Financial Preferred ETF generally uses a “sampling” methodology to seek to achieve its investment objective. A Fund’s use of a sampling methodology may not be as well-correlated with the return of its Underlying Index as would be the case if the Fund purchased all of the securities in its Underlying Index in the proportions represented in such Underlying Index.
Investment Risks
A discussion of each Fund’s principal risks associated with an investment in the Fund is contained in the Fund’s Prospectus in the “Summary Information—Principal Risks of Investing in the Fund” and “Additional Information About the Fund’s Strategies and Risks—Principal Risks of Investing in the Fund” and “—Additional Risks of Investing in the Fund” sections. The discussion below supplements, and should be read in conjunction with, these sections.
An investment in a Fund should be made with an understanding that the value of the Fund's portfolio holdings may fluctuate in accordance with changes in the financial condition of the issuers of those portfolio holdings and other factors that affect the market, as applicable.
An investment in each Fund also should be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers may become impaired
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or that the general condition of the securities market may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). The Funds’ portfolio holdings are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence and investor emotions and perceptions change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic or banking crises.
The Funds are not actively managed, and therefore, the adverse financial condition of any one issuer will not result in the elimination of its securities from the securities a Fund holds unless such securities are removed from such Fund's Underlying Index. 
Correlation and Tracking Error.  Correlation measures the degree of association between the returns of a Fund and its Underlying Index. Each Fund seeks a correlation over time of 0.95 or better between the Fund’s performance and the performance of its Underlying Index; a figure of 1.00 would indicate perfect correlation. Correlation is calculated at each Fund’s fiscal year-end by comparing the Fund’s average monthly total returns, before fees and expenses, to its Underlying Index’s average monthly total returns over the prior one-year period (or since inception if the Fund has been in existence for less than one year). Another means of evaluating the degree of correlation between the returns of a Fund and its Underlying Index is to assess the “tracking error” between the two. Tracking error means the variation between each Fund’s annual return and the return of its Underlying Index, expressed in terms of standard deviation. Each Fund seeks to have a tracking error of less than 5%, measured on a monthly basis over a one-year period, by taking the standard deviation of the difference in the Fund’s returns versus the Underlying Index’s returns.
An investment in each Fund also should be made with an understanding that the Fund will not be able to replicate exactly the performance of its Underlying Index because the total return the securities generate will be reduced by transaction costs incurred in adjusting the actual balance of the securities and other Fund expenses, whereas such transaction costs and expenses are not included in the calculation of its Underlying Index. Also, to the extent that a Fund were to issue and redeem Creation Units principally for cash, it will incur higher costs in buying and selling securities than if it issued and redeemed Creation Units principally in-kind.
In addition, the use of a representative sampling approach (which may arise for a number of reasons, including a large number of securities within an Underlying Index, or the limited assets of a Fund) may cause a Fund not to be as well correlated with the return of its Underlying Index as would be the case if the Fund purchased all of the securities in its Underlying Index in the proportions represented in such Underlying Index. It is also possible that, for short periods of time, a Fund may not fully replicate the performance of its Underlying Index due to the temporary unavailability of certain Underlying Index securities in the secondary market or due to other extraordinary circumstances. Such events are unlikely to continue for an extended period of time, because a Fund is required to correct such imbalances by means of adjusting the composition of its portfolio holdings. It also is possible that the composition of a Fund may not replicate exactly the composition of its respective Underlying Index if the Fund has to adjust its portfolio holdings to continue to qualify as a “regulated investment company” (a “RIC”) under Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”).
Equity Securities.  Each Fund may invest in equity securities. Equity securities represent ownership interests in a company or partnership and consist of common stocks, preferred stocks, warrants to acquire common stock, securities convertible into common stock, and investments in master limited partnerships. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a Fund invests will cause the NAV of the Fund to fluctuate. The value of equity securities may fall as a result of factors directly relating to the issuer, such as decisions made by its management or lower demand for its products or services. An equity security’s value also may fall because of factors affecting not just the issuer, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of an issuer’s equity securities also may be affected by changes in financial markets that are relatively unrelated to the issuer or its industry, such as changes in interest rates or currency exchange rates. Global stock markets, including the
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U.S. stock market, tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Equity securities may include:
Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.
Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. Preferred stocks may pay fixed or adjustable rates of return. Preferred stocks usually do not have voting rights. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of preferred stock take precedence over the claims of those who own common stock, but are subordinate to those of bond owners.
Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own convertible securities.
Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable nonconvertible securities. Because of this higher yield, convertible securities generally sell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.
Small and Medium Capitalization Issuers. Investing in equity securities of small and medium capitalization companies often involves greater risk than do investments in larger capitalization companies. This increased risk may be due to greater business risks customarily associated with a smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. The securities of smaller companies are often traded in the OTC market and even if listed on a national securities exchange may not be traded in volumes typical for that exchange. Consequently, the securities of smaller companies are less likely to be liquid, may have limited market stability, and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies or market averages in general.
Master Limited Partnerships (“MLPs”). MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, a MLP is operated
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under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership.
The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a MLP than investors in a corporation. Additional risks involved with investing in a MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate or oil and gas industries.
Warrants. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
Rights. A right is a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally have a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a price lower than the public offering price. An investment in rights may entail greater risks than certain other types of investments. Generally, rights do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date. Investing in rights increases the potential profit or loss to be realized from the investment as compared with investing the same amount in the underlying securities.
Lending Portfolio Securities. From time to time, a Fund (as the Adviser shall so determine) may lend its portfolio securities (principally to brokers, dealers or other financial institutions) to generate additional income. Such loans are callable at any time and are secured continuously by segregated cash collateral equal to at least 102% (105% for international securities) of the market value, determined daily, of the loaned securities. A Fund may lend portfolio securities to the extent of one-third of its total assets. A Fund will loan its securities only to parties that the Adviser has determined are in good standing and when, in the Adviser's judgment, the potential income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it will recall securities on loan if the Adviser determines that the shareholder meeting is called for purposes of voting on material events that could have a material impact on the Fund's loaned securities and for which the vote could be material to the Fund. A Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
Securities lending involves a risk of loss because the borrower may fail to return the securities in a timely manner or at all. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If a Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the loaned securities increases and the collateral is not increased accordingly. Securities lending also involves exposure to operational risk (the risk of loss resulting from errors in the settlement and accounting process) and “gap risk” (the risk that the return on cash collateral reinvestments will be less than the fees paid to the borrower).
Any cash received as collateral for loaned securities will be invested, in accordance with a Fund's investment guidelines, in an affiliated money market fund. Investing this cash subjects that investment to
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market appreciation or depreciation. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund or the Adviser will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. A Fund will bear any loss on the investment of cash collateral. A Fund may have to pay the borrower a fee based on the amount of cash collateral.
For a discussion of the federal income tax considerations relating to lending portfolio securities, see “Taxes.”
Repurchase Agreements. Each Fund may enter into repurchase agreements, which are agreements pursuant to which a Fund acquires securities from a third party with the understanding that the seller will repurchase them at a fixed price on an agreed date. These agreements may be made with respect to any of the portfolio securities in which a Fund is authorized to invest. Repurchase agreements may be characterized as loans secured by the underlying securities. Each Fund may enter into repurchase agreements with (i) member banks of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers (“Qualified Institutions”). The Adviser will monitor the continued creditworthiness of Qualified Institutions.
The use of repurchase agreements involves certain risks. For example, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, a Fund will seek to dispose of such securities, which could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, a Fund's ability to dispose of the underlying securities may be restricted. Finally, a Fund may not be able to substantiate its interest in the underlying securities. To minimize this risk, the custodian will hold the securities underlying the repurchase agreement at all times in an amount at least equal to the repurchase price, including accrued interest. If the seller fails to repurchase the securities, a Fund may suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase price.
The resale price reflects the purchase price plus an agreed upon market rate of interest. The collateral is marked-to-market daily.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased with the funds obtained from the agreement and securities collateralizing the agreement will have maturity dates no later than the repayment date. Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous if a Fund has an opportunity to earn a greater rate of return on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available and the Funds intend to use the reverse repurchase technique only when the Adviser believes it will be advantageous to a Fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the value of a Fund's assets. The custodian bank will maintain a separate account for a Fund with securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered borrowings.
LIBOR Transition Risk. A Fund may invest in financial instruments (including variable or floating rate loans, debt securities, and derivatives such as interest rate futures) that are tied to the London Interbank Offered Rate (“LIBOR”). LIBOR is a common benchmark interest rate index used to make adjustments to variable-rate loans and to determine interest rates for a variety of financial instruments and borrowing arrangements. A Fund’s investments may pay interest at floating rates based on LIBOR, may be subject to interest caps or floors based on LIBOR, or may otherwise reference LIBOR as a reference rate to determine payment obligations, financing terms, hedging strategies or investment value.
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On July 27, 2017, the head of the United Kingdom's Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021, and it is currently expected that LIBOR will cease to be published after that time. Although many LIBOR rates will be phased out at the end of 2021 as originally intended, a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. There remains uncertainty regarding the effect of the LIBOR transition process and therefore any impact of a transition away from LIBOR on a Fund or the instruments in which a Fund invests cannot yet be determined. There is no assurance that the composition or characteristics of any alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that instruments using an alternative rate will have the same volume or liquidity. As a result, the transition process might lead to increased volatility and reduced liquidity in markets that currently rely on LIBOR to determine interest rates; a reduction in the value of some LIBOR-based investments; increased difficulty in borrowing or refinancing and diminished effectiveness of any applicable hedging strategies against instruments whose terms currently include LIBOR; and/or costs incurred in connection with temporary borrowings and closing out positions and entering into new agreements. Additionally, while some existing LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative or “fallback” rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing LIBOR-based instruments have such fallback provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. These effects could occur prior to the end of 2021 as the utility of LIBOR as a reference rate could deteriorate during the transition period. Any such effects of the transition away from LIBOR and the adoption of alternative reference rates could result in losses to a Fund.
Industry initiatives are underway to identify and begin implementation of alternative reference rates; however, there are challenges to converting certain securities and transactions to a new reference rate. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced a replacement for LIBOR, the Secured Overnight Funding Rate (SOFR). The Federal Reserve Bank of New York began publishing the SOFR in April 2018, which is a broad measure of the cost of overnight borrowing of cash collateralized by Treasury securities. SOFR is intended to serve as a reference rate for U.S. dollar-based debt and derivatives and ultimately reduce the markets’ dependence on LIBOR. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate in the United Kingdom.
Money Market Instruments. Each Fund may invest a portion of its assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which a Fund may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (“CDs”), fixed time deposits and bankers’ acceptances of U.S. and foreign banks and similar institutions; (iii) commercial paper rated at the date of purchase “Prime-1” by Moody’s Investors Service, Inc. or “A-1+” or “A-1” by Standard & Poor’s or, if unrated, of comparable quality as the Adviser determines; (iv) repurchase agreements; and (v) money market mutual funds, including affiliated money market funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Banker’s acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
U.S. Government Obligations. Each Fund may invest in short-term U.S. government obligations. U.S. Government obligations are a type of bond and include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities. These include bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds.
Stripped securities are created when the issuer separates the interest and principal components of an instrument and sells them as separate securities. In general, one security is entitled to receive the interest payments on the underlying assets (the interest only or “IO” security) and the other to receive the principal payments (the principal only or “PO” security). Some stripped securities may receive a combination of interest and principal payments. The yields to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal payments (including prepayments) on the related underlying assets, and principal payments
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may have a material effect on yield to maturity. If the underlying assets experience greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs. Conversely, if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected. Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment.
Short-term obligations of certain agencies and instrumentalities of the U.S. Government, such as the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal National Mortgage Association (“Fannie Mae”), are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the former Student Loan Marketing Association (“SLMA”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations; still others, although issued by an instrumentality chartered by the U.S. Government, like the Federal Farm Credit Bureau (“FFCB”), are supported only by the credit of the instrumentality.
In 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Federal Home Loan Mortgage Corporation (“Freddie Mac”) into conservatorship. Since that time, Fannie Mae and Freddie Mac have received significant capital support through U.S. Treasury preferred stock purchases as well as U.S. Treasury and Federal Reserve purchases of their mortgage-backed securities. While the purchase programs for mortgage-backed securities ended in 2010, the U.S. Treasury continued its support for the entities’ capital as necessary to prevent a negative net worth, no assurance can be given that the Federal Reserve, U.S. Treasury, or FHFA initiatives discussed above will ensure that Fannie Mae and Freddie Mac will remain successful in meeting their obligations with respect to the debt and mortgage-backed securities they issue. In addition, Fannie Mae and Freddie Mac are also the subject of several continuing class action lawsuits and investigations by federal regulators, which (along with any resulting financial restatements) may adversely affect the guaranteeing entities. Importantly, the future of the entities is in serious question as the U.S. Government is considering multiple options, ranging from significant reform, nationalization, privatization, consolidation, or abolishment of the entities.
The FHFA and the U.S. Treasury (through its agreements to purchase preferred stock of Fannie Mae and Freddie Mac) also have imposed strict limits on the size of the mortgage portfolios of Fannie Mae and Freddie Mac. In August 2012, the U.S. Treasury amended its preferred stock purchase agreements to provide that the portfolios of Fannie Mae and Freddie Mac will be wound down at an annual rate of 15 percent (up from the previously agreed annual rate of 10 percent), requiring Fannie Mae and Freddie Mac to reach the $250 billion target four years earlier than previously planned. Further, when a ratings agency downgraded long-term U.S. Government debt in August 2011, the agency also downgraded the bond ratings of Fannie Mae and Freddie Mac, from AAA to AA+, based on their direct reliance on the U.S. Government (although that rating did not directly relate to their mortgage-backed securities). The U.S. Government’s commitment to ensure that Fannie Mae and Freddie Mac have sufficient capital to meet their obligations was, however, unaffected by the downgrade.
The U.S. Treasury has put in place a set of financing agreements to help ensure that these entities continue to meet their obligations to holders of bonds they have issued or guaranteed. The U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, a Fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.
Other Investment Companies. Each Fund may invest in the securities of other investment companies, including exchange-traded funds, non-exchange traded U.S. registered open-end investment companies (mutual funds), closed-end investment companies, or non-U.S. investment companies traded on foreign exchanges, beyond the limits permitted under the 1940 Act, subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust in 2012 pursuant to Section 12(d)(2)(J) of the 1940 Act (the “2012 Order”). Absent such exemptive relief, a Fund’s investment in investment companies would be limited to, subject to certain exceptions, (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the Fund’s total assets with respect to any one investment company and (iii) 10% of the Fund’s total
13

assets of investment companies in the aggregate. However, as a non-fundamental restriction, no Fund (except Invesco Dow Jones Industrial Average Dividend ETF, Invesco Global Listed Private Equity ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P Spin-Off ETF, Invesco Zacks Mid-Cap ETF and Invesco Zacks Multi-Asset Income ETF) may acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) and 12(d)(1)(G) of the 1940 Act.
Under the pertinent terms of the 2012 Order, each Fund may invest in registered investment companies in excess of the limitations imposed by Sections 12(d)(1)(A) and 12(d)(1)(C) of the 1940 Act. The total amount of securities held by a Fund, both individually and when aggregated with all other shares of the acquired fund held by other registered investment companies or private investment pools advised by the Adviser or its affiliates (as well as shares held by the Adviser and its affiliates) cannot exceed 25% of the outstanding voting securities of the acquired investment company, and none of these entities (including the Fund) may individually or collectively exert a controlling influence over the acquired investment company. A Fund may not rely on the 2012 Order to acquire an investment company that itself has ownership of investment company shares in excess of the limitations contained in Section 12(d)(1)(A) of the 1940 Act. To the extent necessary to comply with the provisions of the 1940 Act or the 2012 Order, on any matter upon which an underlying investment company’s shareholders are solicited to vote, the Adviser of that Fund will vote the underlying investment company shares in the same general proportion as shares held by other shareholders of the underlying investment company.
In addition, the Trust previously obtained exemptive relief in 2007 that allows other investment companies to acquire shares of the Trust in excess of the limitations imposed by Section 12(d)(1)(A) (the “2007 Order”). This relief is conditioned on those acquiring funds obtaining a participation agreement signed by both the acquiring fund and the Fund that it wishes to acquire in excess of the 12(d)(1)(A) limitations. No Fund that relies on the 2012 Order will enter into a participation agreement pursuant to the 2007 Order, and no Fund that has a signed participation agreement in effect pursuant to the 2007 Order will rely on the 2012 Order.
Business Development Companies.  Each Fund may invest in Business Development Companies (“BDCs”). The 1940 Act imposes certain restraints upon the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets primarily in securities of private companies or thinly traded U.S. public companies, cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. Generally, little public information exists for private and thinly traded companies and there is a risk that investors may not be able to make a fully informed investment decision. With investments in debt instruments, there is a risk that the issuer may default on its payments or declare bankruptcy. Additionally, a BDC may only incur indebtedness in amounts such that the BDC’s asset coverage equals at least 200% after such incurrence. These limitations on asset mix and leverage may prohibit the way that the BDC raises capital. BDCs generally invest in less mature private companies which involve greater risk than well-established publicly-traded companies.
Real Estate Investment Trusts (“REITs”).  Each Fund may invest in the securities of REITs, which pool investors’ funds for investments primarily in real estate properties, to the extent allowed by law. Investment in REITs may be the most practical available means for a Fund to invest in the real estate industry. As a shareholder in a REIT, a Fund would bear its ratable share of the REIT’s expenses, including its advisory and administration fees. At the same time, a Fund would continue to pay its own investment advisory fees and other expenses, as a result of which the Fund and its shareholders in effect would be absorbing duplicate levels of fees with respect to investments in REITs. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both.
REITs generally can be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs generally invest a majority of their assets in income-producing real estate properties to generate cash flow from rental income and gradual asset appreciation. The income-producing real estate properties in which equity REITs invest typically include properties such as office, retail, industrial, hotel and apartment buildings, self-storage, specialty and diversified and healthcare facilities. Equity REITs can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real
14

estate mortgages and derive their income primarily from interest payments on the mortgages. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
REITs can be listed and traded on national securities exchanges or can be traded privately between individual owners. A Fund may invest in both publicly and privately traded REITs.
A Fund conceivably could own real estate directly as a result of a default on the securities it owns. Therefore, a Fund may be subject to certain risks associated with the direct ownership of real estate, including difficulties in valuing and trading real estate, declines in the values of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operated expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and increases in interest rates. 
In addition to the risks described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs depend upon management skill, are not diversified and therefore are subject to the risk of financing single or a limited number of projects. REITs also are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to qualify for conduit income tax treatment under the Code and/or failing to maintain an exemption from the 1940 Act. Changes in interest rates also may affect the value of debt securities held by the Funds. By investing in REITs indirectly through the Funds, a shareholder will bear not only his/her proportionate share of the expenses of a Fund, but also, indirectly, similar expenses of the REITs.
Structured Notes. A structured note is a derivative security for which the amount of principal repayment and/or interest payments is based on the movement of one or more “factors.” These factors include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices. Some of these factors may or may not correlate to the total rate of return on one or more underlying instruments referenced in such notes. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Depending on the factor(s) used and the use of multipliers or deflators, changes in interest rates and movement of such factor(s) may cause significant price fluctuations. Structured notes may be less liquid than other types of securities and more volatile than the reference factor underlying the note. This means that the Funds may lose money if the issuer of the note defaults, as the Funds may not be able to readily close out its investment in such notes without incurring losses.
Illiquid Investments. Each Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments. For purposes of this 15% limitation, illiquid investment means any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, as determined pursuant to the 1940 Act and applicable rules and regulations thereunder. Each Fund will monitor its portfolio liquidity on an ongoing basis to determine whether, in light of current circumstances, the appropriate level of liquidity is being maintained, and will take steps to ensure it adjusts its liquidity consistent with the policies and procedures adopted by the Trust on behalf of the Funds. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that dealers will make or maintain a market or that any such market will be or remain liquid. The price at which securities may be sold and the value of Shares will be adversely affected if trading markets for a Fund’s portfolio securities are limited or absent, or if bid/ask spreads are wide.
Borrowing. Each Fund may borrow money from a bank or another person up to limits set forth in the section “Investment Restrictions” to meet shareholder redemptions, for temporary or emergency purposes and for other lawful purposes. Borrowed money will cost a Fund interest expense and/or other fees. The costs of borrowing may reduce a Fund's return. Borrowing also may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations to repay borrowed monies. To the extent that a Fund has outstanding borrowings, it will be leveraged. Leveraging generally exaggerates the effect on its NAV of any increase or decrease in the market value of a Fund's portfolio securities.
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Derivatives Risk.  The Funds may invest in derivatives. Derivatives are financial instruments that derive their performance from an underlying asset, index, interest rate or currency exchange rate. Derivatives are subject to a number of risks including credit risk, interest rate risk, and market risk. They also involve the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The counterparty to a derivative contract might default on its obligations. Derivatives can be volatile and may be less liquid than other securities. As a result, the value of an investment in a Fund that invests in derivatives may change quickly and without warning.
For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If a Fund uses derivatives to “hedge” a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the portfolio of a Fund. Over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with a Fund.
Leverage Risk. The use of derivatives may give rise to a form of leverage. Leverage may cause the portfolios of the Funds to be more volatile than if a portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by a Fund.
Futures and Options. Each Fund may enter into U.S. futures contracts, options and options on futures contracts. These futures contracts and options will be used to simulate full investment in the Underlying Index, to facilitate trading or to reduce transaction costs. Each Fund will only enter into futures contracts and options on futures contracts that are traded on a U.S. exchange. The Funds will not use futures or options for speculative purposes.
A call option gives a holder the right to purchase a specific security or an index at a specified price (“exercise price”) within a specified period of time. A put option gives a holder the right to sell a specific security or an index at a specified price within a specified period of time. The initial purchaser of a call option pays the “writer,” i.e., the party selling the option, a premium which is paid at the time of purchase and is retained by the writer whether or not such option is exercised. Each Fund may purchase put options to hedge its portfolio against the risk of a decline in the market value of securities held and may purchase call options to hedge against an increase in the price of securities it is committed to purchase. Each Fund may write put and call options along with a long position in options to increase its ability to hedge against a change in the market value of the securities it holds or is committed to purchase.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific instrument or index at a specified future time and at a specified price. Stock index contracts are based on indices that reflect the market value of common stock of the firms included in the indices. Each Fund may enter into futures contracts to purchase security indices when the Adviser anticipates purchasing the underlying securities and believes prices will rise before the purchase will be made. The custodian will segregate assets committed to futures contracts to the extent required by law.
An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed at the point of purchase, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV of a Fund. The potential for loss related to writing call options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by the aggregate strike price of the put option less the premium received.
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Each Fund may purchase and write put and call options on futures contracts that are traded on a U.S. exchange as a hedge against changes in value of its portfolio securities, or in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.
Upon entering into a futures contract, a Fund will be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 5% to 7% of the contract amount (this amount is subject to change by the exchange on which the contract is traded). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the contract and is returned to a Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as “variation margin,” to and from the broker will be made daily as the price of the index underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking-to-market.” At any time prior to expiration of a futures contract, a Fund may elect to close the position by taking an opposite position, which will operate to terminate the existing position in the contract.
Risks of Futures and Options Transactions.  There are several risks accompanying the utilization of futures contracts and options on futures contracts. First, there is no guarantee that a liquid market will exist for a futures contract at a specified time. A Fund would utilize futures contracts only if an active market exists for such contracts.
Furthermore, because, by definition, futures contracts project price levels in the future and not current levels of valuation, market circumstances may result in a discrepancy between the price of the future and the movement in a Fund’s Underlying Index. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required to deliver the instruments underlying futures contracts it has sold.
The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) potentially is unlimited. No Fund plans to use futures and options contracts in this way. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a manner designed to limit their risk exposure to levels comparable to direct investment in stocks.
Utilization of futures and options on futures by the Funds involves the risk of imperfect or even negative correlation to their respective Underlying Index if the index underlying the futures contract differs from the Underlying Index.
There is also the risk of loss of margin deposits in the event of bankruptcy of a broker with whom the Funds have an open position in the futures contract or option; however, this risk is minimized substantially because (a) of the regulatory requirement that the broker has to “segregate” customer funds from its corporate funds, and (b) in the case of regulated exchanges in the United States, the clearing corporation stands behind the broker to make good losses in such a situation. The purchase of put or call options could be based upon predictions by the Adviser as to anticipated trends, which predictions could prove to be incorrect and a part or all of the premium paid therefore could be lost.
Because the futures market imposes less burdensome margin requirements than the securities market, an increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive
17

trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund would be required to make daily cash payments of variation margin.
Swap Agreements.  Each Fund may enter into swap agreements. Invesco Global Listed Private Equity ETF is the only Fund currently using swap agreements, including total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party (the “Counterparty”) based on the change in market value or level of a specified rate, index or asset. In return, the Counterparty agrees to make periodic payments to the first party based on the return of a different specified rate, index or asset. Swap agreements usually will be done on a net basis, a Fund receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trust’s custodian bank.
Risks of Swap Agreements.  The risk of loss with respect to swaps generally is limited to the net amount of payments that a Fund is contractually obligated to make. Swap agreements are subject to the risk that the Counterparty will default on its obligations. If such a default were to occur, a Fund will have contractual remedies pursuant to the agreements related to the transaction. However, such remedies may be subject to bankruptcy and insolvency laws that could affect a Fund’s rights as a creditor (e.g., the Fund may not receive the net amount of payments that it contractually is entitled to receive).
In a total return swap transaction, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or a non-asset reference during a specified period of time. The underlying asset might be a security or basket of securities, and the non-asset reference could be a securities index. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference. The payments of the two parties could be made on a net basis.
Total return swaps could result in losses for a Fund if the underlying asset or reference does not perform as anticipated. Total return swaps can have the potential for unlimited losses. A Fund may lose money in a total return swap if the Counterparty fails to meet its obligations.
In the event that a Fund uses a swap agreement, it will earmark or segregate assets in the form of cash and/or cash equivalents in an amount equal to the aggregate market value of the swaps of which it is the seller, marked-to-market on a daily basis.
Restrictions on the Use of Futures Contracts, Options on Futures Contracts and Swaps.  The Adviser has claimed an exclusion from the definition of “commodity pool operator” (“CPO”) under the Commodity Exchange Act (“CEA”) and the rules of the Commodity Futures Trading Commission (“CFTC”) with respect to the Funds. The Adviser therefore is not subject to registration or regulation as a CPO with respect to the Funds. In addition, the Adviser is relying upon a related exclusion from the definition of “commodity trading advisor” under the CEA and the rules of the CFTC. The terms of the CPO exclusion require the Funds, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards. Because the Adviser and each Fund intend to comply with the terms of the CPO exclusion, a Fund may, in the future, need to adjust its investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Funds are not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser’s reliance on these exclusions, or the Funds, their investment strategies or prospectus, or this SAI. Generally, the exclusion from CPO regulation requires each Fund to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Fund’s positions in commodity interests may not exceed 5% of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Fund’s commodity interest positions, determined at the time the most recent such position was
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established, may not exceed 100% of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, a Fund may not be marketed as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps markets. If, in the future, a Fund can no longer satisfy these requirements, the Adviser would withdraw its notice claiming an exclusion from the definition of a CPO and would be subject to registration and regulation as a CPO with respect to that Fund, in accordance with CFTC rules that apply to CPOs of registered investment companies. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on Adviser’s compliance with comparable SEC requirements. However, as a result of CFTC regulation with respect to the Funds, the Funds may incur additional compliance and other expenses.
Cybersecurity Risk. The Funds, like all companies, may be susceptible to operational and information security risks. Cybersecurity failures or breaches of the Funds or their service providers or the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Funds and their shareholders could be negatively impacted as a result.
Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a Fund’s investments. Additionally, if a sector or sectors in which an Underlying Index is concentrated is negatively impacted to a greater extent by such events, a Fund may experience heightened volatility. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of a Fund’s investments.
COVID-19. The current outbreak of the novel strain of coronavirus, COVID-19, has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain the spread of COVID-19 have resulted in travel restrictions, closed international borders, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, defaults and other significant economic impacts, all of which have disrupted global economic activity across many industries and may exacerbate other pre-existing political, social and economic risks, locally or globally. The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on a Fund’s performance.
PORTFOLIO TURNOVER
Each Fund calculates its portfolio turnover rate by dividing the value of the lesser of purchases or sales of portfolio securities for the fiscal period by the monthly average of the value of portfolio securities owned by the Fund during the fiscal period. A 100% portfolio turnover rate would occur, for example, if all of the portfolio securities (other than short-term securities) were purchased or sold once during the fiscal period. Portfolio turnover rates will vary from year to year, depending on market conditions and the nature of the Fund's holdings. Each of the following Funds experienced significant variation in portfolio turnover during the two most recently completed fiscal years ended April 30 for the reasons set forth below.
Fund
2020
2021
Invesco BuyBack Achievers™ ETF (1)
56%
93%
Invesco Dow Jones Industrial Average Dividend Portfolio (1)
14%
50%
Invesco DWA Energy Momentum ETF (1)
92%
196%
Invesco DWA Industrials Momentum ETF (1)
111%
169%
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Fund
2020
2021
Invesco DWA Momentum ETF (1)
82%
124%
Invesco International Dividend Achievers™ ETF (1)
45%
69%
Invesco MSCI Sustainable Future ETF (2)
75%
140%
Invesco S&P 100 Equal Weight ETF (1)
51%
20%
Invesco S&P MidCap Quality ETF (1)
130%
56%
Invesco WilderHill Clean Energy ETF (1)
40%
81%
(1)
The Fund experienced significant variation in portfolio turnover during the two most recently completed fiscal years because the Underlying Index that the Fund tracks had a higher or lower (as applicable) portfolio turnover during the most recent fiscal year.
(2)
The Fund experienced significant variation in portfolio turnover during the two most recently completed fiscal years because the Fund changed its Underlying Index during the 2021 fiscal year, which resulted in a one-time higher portfolio turnover rate.
DISCLOSURE OF PORTFOLIO HOLDINGS
Quarterly Portfolio Schedule.  The Trust is required to disclose, after its first and third fiscal quarters, the complete schedule of each Fund’s portfolio holdings with the SEC on Form N-PORT. The Trust also discloses a complete schedule of each Fund’s portfolio holdings with the SEC on Form N-CSR after its second and fourth fiscal quarters.
The Trust’s Forms N-PORT and Forms N-CSR are available on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-PORT and Forms N-CSR are available without charge, upon request, by calling 630.933.9600 or 800.983.0903 or by writing to Invesco Exchange-Traded Fund Trust at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515.
Portfolio Holdings Policy.  The Trust has adopted a policy regarding the disclosure of information about the Funds’ portfolio holdings. The Board must approve all material amendments to this policy.
Each business day before the opening of regular trading on the Exchange where Shares are traded, the Fund discloses on its website (www.invesco.com/ETFs) the portfolio holdings that will form the basis for the Fund’s next calculation of NAV per Share. The Trust, the Adviser and The Bank of New York Mellon (“BNYM” or the “Administrator”) will not disseminate non-public information concerning the Trust.
Access to information concerning the Funds’ portfolio holdings may be permitted at other times: (i) to personnel of third-party service providers, including the Funds’ custodian, transfer agent, auditors and counsel, as may be necessary to conduct business in the ordinary course in a manner consistent with such service providers’ agreements with the Trust on behalf of the Funds; or (ii) in instances when the Funds’ President and/or Chief Compliance Officer determines that (x) such disclosure serves a reasonable business purpose and is in the best interests of the Fund’s shareholders; and (y) in making such disclosure, no conflict exists between the interests of the Fund’s shareholders and those of the Adviser or the Distributor.
MANAGEMENT
The primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of the Funds. The Trust currently has 10 Trustees. Nine Trustees are not “interested,” as that term is defined under the 1940 Act, and have no affiliation or business connection with the Adviser or any of its affiliated persons and do not own any stock or other securities issued by the Adviser (the “Independent Trustees”). The remaining Trustee (the “Interested Trustee”) is affiliated with the Adviser.
The Independent Trustees of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex (defined below) that they oversee and other directorships, if any, that they hold are shown below. The “Fund Complex” includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and
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any affiliated person of the Adviser. As of the date of this SAI, the “Fund Family” consists of the Trust and five other ETF trusts advised by the Adviser.
Name, Address and
Year of Birth
of Independent Trustees
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
Ronn R. Bagge—1958
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Vice Chairman
of the Board;
Chairman of the
Nominating and
Governance
Committee and
Trustee
Vice Chairman
since 2018;
Chairman of the
Nominating and
Governance
Committee and
Trustee since
2003
Founder and Principal,
YQA Capital Management
LLC (1998-Present);
formerly, Owner/CEO of
Electronic Dynamic
Balancing Co., Inc. (high-
speed rotating equipment
service provider).
231
Trustee and
Investment Oversight
Committee member,
Mission Aviation
Fellowship (2017-
Present).
Todd J. Barre—1957
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Trustee
Since 2010
Assistant Professor of
Business, Trinity Christian
College (2010-2016);
formerly, Vice President
and Senior Investment
Strategist (2001-2008),
Director of Open
Architecture and Trading
(2007-2008), Head of
Fundamental Research
(2004-2007) and Vice
President and Senior
Fixed Income Strategist
(1994-2001), BMO
Financial Group/Harris
Private Bank.
231
None
Edmund P.
Giambastiani, Jr.—1948
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Trustee
Since 2019
President, Giambastiani
Group LLC (national
security and energy
consulting) (2007-
Present); Director, The
Boeing Company (2009-
Present); Director, First
Eagle Alternative Credit
LLC (2020-Present);
Advisory Board Member,
Massachusetts Institute of
Technology Lincoln
Laboratory (federally-
funded research
development) (2010-
Present); Defense
Advisory Board Member,
Lawrence Livermore
National Laboratory (2013-
Present); formerly,
Trustee, MITRE
Corporation (federally
funded research
development) (2008-
2020); Director, THL
Credit, Inc. (alternative
credit investment
manager) (2016-2020);
231
Trustee, U.S. Naval
Academy Foundation
Athletic & Scholarship
Program (2010-
Present); formerly,
Trustee, certain funds
of the Oppenheimer
Funds complex (2013-
2019); Advisory Board
Member, Maxwell
School of Citizenship
and Public Affairs of
Syracuse University
(2012-2016).
21

Name, Address and
Year of Birth
of Independent Trustees
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
 
 
 
Chairman (2015-2016),
Lead Director (2011-2015)
and Director (2008-2011),
Monster Worldwide, Inc.
(career services); United
States Navy, career
nuclear submarine officer
(1970-2007); Seventh Vice
Chairman of the Joint
Chiefs of Staff (2005-
2007); first NATO
Supreme Allied
Commander
Transformation (2003-
2005); Commander, U.S.
Joint Forces Command
(2002-2005).
 
 
Victoria J. Herget—1951
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Trustee
Since 2019
Formerly, Managing
Director (1993-2001),
Principal (1985-1993),
Vice President (1978-
1985) and Assistant Vice
President (1973-1978),
Zurich Scudder
Investments (investment
adviser) (and its
predecessor firms).
231
Trustee (2000-Present)
and Chair (2010-2017),
Newberry Library;
Trustee, Mather
LifeWays (2001-
Present); Trustee,
Chikaming Open
Lands (2014-Present);
formerly, Trustee,
certain funds in the
Oppenheimer Funds
complex (2012-2019);
Board Chair (2008-
2015) and Director
(2004-2018), United
Educators Insurance
Company; Independent
Director, First American
Funds (2003-2011);
Trustee (1992-2007),
Chair of the Board of
Trustees (1999-2007),
Investment Committee
Chair (1994-1999) and
Investment Committee
member (2007-2010),
Wellesley College;
Trustee, BoardSource
(2006-2009); Trustee,
Chicago City Day
School (1994-2005).
Marc M. Kole—1960
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Chairman of the
Audit Committee
and Trustee
Chairman of the
Audit Committee
since 2008;
Trustee since
2006
Managing Director of
Finance (2020-Present)
and Senior Director of
Finance (2015-2020), By
The Hand Club for Kids
(not-for-profit); formerly,
Chief Financial Officer,
231
Formerly, Treasurer
(2018-2021), Finance
Committee Member
(2015-2021) and Audit
Committee Member
(2015), Thornapple
Evangelical Covenant
22

Name, Address and
Year of Birth
of Independent Trustees
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
 
 
 
Hope Network (social
services) (2008-2012);
Assistant Vice President
and Controller, Priority
Health (health insurance)
(2005-2008); Regional
Chief Financial Officer,
United Healthcare (2005);
Chief Accounting Officer,
Senior Vice President of
Finance, Oxford Health
Plans (2000-2004); Audit
Partner, Arthur Andersen
LLP (1996-2000).
 
Church; Board and
Finance Committee
Member (2009-2017)
and Treasurer (2010-
2015, 2017),
NorthPointe Christian
Schools.
Yung Bong Lim—1964
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Chairman of the
Investment
Oversight
Committee and
Trustee
Chairman of the
Investment
Oversight
Committee since
2014; Trustee
since 2013
Managing Partner, RDG
Funds LLC (real estate)
(2008-Present); formerly,
Managing Director, Citadel
LLC (1999-2007).
231
Board Director, Beacon
Power Services, Corp.
(2019-Present);
formerly, Advisory
Board Member,
Performance Trust
Capital Partners, LLC
(2008-2020)
Joanne Pace—1958
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Trustee
Since 2019
Formerly, Senior Advisor,
SECOR Asset
Management, LP (2010-
2011); Managing Director
and Chief Operating
Officer, Morgan Stanley
Investment Management
(2006-2010); Partner and
Chief Operating Officer,
FrontPoint Partners, LLC
(alternative investments)
(2005-2006); Managing
Director (2003-2005),
Global Head of Human
Resources and member of
Executive Board and
Operating Committee
(2004-2005), Global Head
of Operations and Product
Control (2003-2004),
Credit Suisse (investment
banking); Managing
Director (1997-2003),
Controller and Principal
Accounting Officer (1999-
2003), Chief Financial
Officer (temporary
assignment) for the
Oversight Committee,
Long Term Capital
Management (1998-1999),
Morgan Stanley.
231
Board Director, Horizon
Blue Cross Blue Shield
of New Jersey (2012-
Present); Advisory
Board Director, The
Alberleen Group LLC
(2012-Present);
Governing Council
Member (2016-
Present) and Chair of
Education Committee
(2017-Present),
Independent Directors
Council (IDC); Council
Member, NewYork-
Presbyterian Hospital’s
Leadership Council on
Children’s and
Women’s Health
(2012-Present);
formerly, Board
Member, 100 Women
in Finance (2015-
2020); Trustee, certain
funds in the
Oppenheimer Funds
complex (2012-2019);
Lead Independent
Director and Chair of
the Audit and
Nominating Committee
of The Global Chartist
Fund, LLC,
23

Name, Address and
Year of Birth
of Independent Trustees
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
 
 
 
 
 
Oppenheimer Asset
Management (2011-
2012); Board Director,
Managed Funds
Association (2008-
2010); Board Director
(2007-2010) and
Investment Committee
Chair (2008-2010),
Morgan Stanley
Foundation.
Gary R. Wicker—1961
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Trustee
Since 2013
Senior Vice President of
Global Finance and Chief
Financial Officer, RBC
Ministries (publishing
company) (2013-Present);
formerly, Executive Vice
President and Chief
Financial Officer,
Zondervan Publishing (a
division of Harper
Collins/NewsCorp) (2007-
2012); Senior Vice
President and Group
Controller (2005- 2006),
Senior Vice President and
Chief Financial Officer
(2003-2004), Chief
Financial Officer (2001-
2003), Vice President,
Finance and Controller
(1999-2001) and Assistant
Controller (1997-1999),
divisions of The Thomson
Corporation (information
services provider); Senior
Audit Manager (1994-
1997),
PricewaterhouseCoopers
LLP.
231
Board Member and
Treasurer, Our Daily
Bread Ministries
Canada (2015-
Present); Board and
Finance Committee
Member, West
Michigan Youth For
Christ (2010-Present).
Donald H. Wilson—1959
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
Chairman of the
Board and
Trustee
Chairman
since 2012;
Trustee
since 2006
Chairman, President and
Chief Executive Officer,
McHenry Bancorp Inc. and
McHenry Savings Bank
(subsidiary) (2018-
Present); formerly,
Chairman and Chief
Executive Officer, Stone
Pillar Advisors, Ltd. (2010-
2017); President and
Chief Executive Officer,
Stone Pillar Investments,
Ltd. (advisory services to
the financial sector) (2016-
2018); Chairman,
231
Director, Penfield
Children’s Center
(2004-Present); Board
Chairman, Gracebridge
Alliance, Inc. (2015-
Present).
24

Name, Address and
Year of Birth
of Independent Trustees
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
 
 
 
President and Chief
Executive Officer,
Community Financial
Shares, Inc. and
Community Bank—
Wheaton/Glen Ellyn
(subsidiary) (2013-2015);
Chief Operating Officer,
AMCORE Financial, Inc.
(bank holding company)
(2007-2009); Executive
Vice President and Chief
Financial Officer,
AMCORE Financial, Inc.
(2006-2007); Senior Vice
President and Treasurer,
Marshall & Ilsley Corp.
(bank holding company)
(1995-2006).
 
 
*
This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.
The Interested Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any, held by the Interested Trustee, are shown below.
Name, Address and
Year of Birth
of Interested Trustee
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Interested
Trustee
Other Directorships
Held by
Interested Trustee
During the Past 5 Years
Kevin M. Carome—1956
Invesco Ltd.
Two Peachtree Pointe
1555 Peachtree St., N.E.,
Suite 1800
Atlanta, GA 30309
Trustee
Since 2010
Senior Managing Director,
Secretary and General
Counsel, Invesco Ltd.
(2007-Present); Director,
Invesco Advisers, Inc.
(2009-Present); Director
(2006-Present) and
Executive Vice President
(2008-Present), Invesco
North American Holdings,
Inc.; Executive Vice
President (2008-Present),
Invesco Investments
(Bermuda) Ltd.; Manager,
Horizon Flight Works LLC;
and Executive Vice
President (2014-Present),
INVESCO Asset
Management (Bermuda)
Ltd.; formerly, Director and
Secretary (2012-2020),
Invesco Services
(Bahamas) Private
231
None
25

Name, Address and
Year of Birth
of Interested Trustee
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Interested
Trustee
Other Directorships
Held by
Interested Trustee
During the Past 5 Years
 
 
 
Limited; Director, Invesco
Finance PLC (2011-2019);
Director, INVESCO Asset
Management (Bermuda)
Ltd. (2014-2019); Director
and Executive Vice
President, Invesco
Finance, Inc. (2011-2018);
Director (2006-2018) and
Executive Vice President
(2008-2018), Invesco
Group Services, Inc.,
Invesco Holding Company
(US), Inc.; Director,
Invesco Holding Company
Limited (2007- 2019);
Director and Chairman,
INVESCO Funds Group,
Inc., Senior Vice
President, Secretary and
General Counsel, Invesco
Advisers, Inc. (2003-
2006); Director, Invesco
Investments (Bermuda)
Ltd. (2008-2016); Senior
Vice President and
General Counsel, Liberty
Financial Companies, Inc.
(2000-2001); General
Counsel of certain
investment management
subsidiaries of Liberty
Financial Companies, Inc.
(1998-2000); Associate
General Counsel, Liberty
Financial Companies, Inc.
(1993-1998); Associate,
Ropes & Gray LLP.
 
 
*
This is the date the Interested Trustee began serving the Trust. The Interested Trustee serves an indefinite term, until his successor is elected.
Name, Address and
Year of Birth
of Executive Officer
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s) During at Least the Past 5 Years
Anna Paglia — 1974
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
President and
Principal
Executive
Officer
Since 2020
President and Principal Executive Officer, Invesco Exchange-
Traded Fund Trust, Invesco Exchange-Traded Fund Trust II,
Invesco India Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust (2020-Present);
Managing Director and Global Head of ETFs and Indexed
Strategies, Chief Executive Officer and Principal Executive Officer,
Invesco Capital Management LLC (2020-Present); Chief
Executive Officer, Manager and Principal Executive Officer,
Invesco Specialized Products, LLC (2020-Present); Authorized
Person, Accretive Asset Management LLC (2018-Present); Vice
26

Name, Address and
Year of Birth
of Executive Officer
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s) During at Least the Past 5 Years
 
 
 
President, Invesco Indexing LLC (2020-Present); formerly,
Secretary, Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust and Invesco Actively Managed Exchange-Traded Fund
Trust (2011-2020), Invesco Actively Managed Exchange-Traded
Commodity Fund Trust (2014-2020) and Invesco Exchange-
Traded Self-Indexed Fund Trust (2015-2020); Head of Legal
(2010-2020) and Secretary (2015-2020), Invesco Capital
Management LLC; Manager and Assistant Secretary, Invesco
Indexing LLC (2017-2020); Head of Legal and Secretary, Invesco
Specialized Products, LLC (2018-2020); Partner, K&L Gates LLP
(formerly, Bell Boyd & Lloyd LLP) (2007-2010); and Associate
Counsel at Barclays Global Investors Ltd. (2004-2006).
Adrien Deberghes — 1967
Invesco Capital
Management LLC,
11 Greenway Plaza
Suite 1000
Houston, TX 77046
Vice President
Since 2020
Vice President, Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-Traded Fund
Trust, Invesco Actively Managed Exchange-Traded Commodity
Fund Trust and Invesco Exchange-Traded Self-Indexed Fund
Trust (2020-Present); Head of the Fund Office of the CFO and
Fund Administration, Invesco Advisers, Inc. (2020-Present);
Principal Financial Officer, Treasurer and Vice President, The
Invesco Funds (2020-Present); Vice President, Invesco Advisers,
Inc. (2020-Present); formerly, Senior Vice President and
Treasurer, Fidelity Investments (2008-2020).
Kelli Gallegos — 1970
Invesco Capital
Management LLC,
11 Greenway Plaza
Suite 1000
Houston, TX 77046
Vice President
and Treasurer
Since 2018
Vice President, Invesco Advisers, Inc. (2020-Present); Principal
Financial and Accounting Officer- Pooled Investments, Invesco
Specialized Products, LLC (2018-Present); Vice President and
Treasurer, Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-Traded Fund
Trust, Invesco Actively Managed Exchange-Traded Commodity
Fund Trust and Invesco Exchange-Traded Self-Indexed Fund
Trust (2018-Present); Principal Financial and Accounting Officer-
Pooled Investments, Invesco Capital Management LLC (2018-
Present); Vice President (2016-Present) and Assistant Treasurer
(2008-Present), The Invesco Funds; formerly, Assistant Treasurer,
Invesco Specialized Products, LLC (2018); Assistant Treasurer,
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded
Fund Trust II, Invesco India Exchange-Traded Fund Trust and
Invesco Actively Managed Exchange-Traded Fund Trust (2012-
2018), Invesco Actively Managed Exchange-Traded Commodity
Fund Trust (2014-2018) and Invesco Exchange-Traded Self-
Indexed Fund Trust (2016-2018); Assistant Treasurer, Invesco
Capital Management LLC (2013-2018); and Principal Financial
Officer (2016-2020) and Assistant Vice President (2008-2016),
The Invesco Funds.
Adam Henkel — 1980
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
Secretary
Since 2020
Head of Legal and Secretary, Invesco Capital Management LLC
and Invesco Specialized Products, LLC (2020-present); Secretary,
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded
Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust (2020-Present);
Assistant Secretary, Invesco Capital Markets, Inc. (2020-Present);
Assistant Secretary, the Invesco Funds (2014-Present); Manager
and Assistant Secretary, Invesco Indexing LLC (2020-Present);
27

Name, Address and
Year of Birth
of Executive Officer
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s) During at Least the Past 5 Years
 
 
 
Assistant Secretary, Invesco Investment Advisers LLC (2020-
Present); formerly, Assistant Secretary of Invesco Exchange-
Traded Fund Trust, Invesco Exchange-Traded Fund Trust II,
Invesco India Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Fund Trust and Invesco Actively
Managed Exchange-Traded Commodity Fund Trust (2014-2020);
Chief Compliance Officer of Invesco Capital Management LLC
(2017); Chief Compliance Officer of Invesco Exchange-Traded
Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India
Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust and Invesco Actively Managed
Exchange-Traded Commodity Fund Trust (2017); Senior Counsel,
Invesco, Ltd. (2013-2020); Assistant Secretary, Invesco
Specialized Products, LLC (2018-2020).
Peter Hubbard — 1981
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
Vice President
Since 2009
Vice President, Invesco Specialized Products, LLC (2018-
Present); Vice President, Invesco Exchange-Traded Fund Trust,
Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-
Traded Fund Trust, Invesco Actively Managed Exchange-Traded
Fund Trust (2009-Present), Invesco Actively Managed Exchange-
Traded Commodity Fund Trust (2014-Present) and Invesco
Exchange-Traded Self-Indexed Fund Trust (2016-Present); Vice
President and Director of Portfolio Management, Invesco Capital
Management LLC (2010-Present); formerly, Vice President of
Portfolio Management, Invesco Capital Management LLC (2008-
2010); Portfolio Manager, Invesco Capital Management LLC
(2007-2008); Research Analyst, Invesco Capital Management LLC
(2005-2007); Research Analyst and Trader, Ritchie Capital, a
hedge fund operator (2003-2005).
Michael McMaster — 1962
Invesco Capital
Management LLC,
11 Greenway Plaza
Suite 1000
Houston, TX 77046
Chief Tax Officer
Since 2020
Vice President and Head of Global Fund Services Tax, Invesco
Advisers, Inc. (2020-Present); Chief Tax Officer, Vice President
and Assistant Treasurer, The Invesco Funds (2020-Present);
Assistant Treasurer, Invesco Capital Management LLC (2020-
Present); Chief Tax Officer and Assistant Treasurer, Invesco
Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund
Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust Invesco Actively
Managed Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust (2020-Present);
Assistant Treasurer, Invesco Specialized Products, LLC (2020-
Present); formerly, Senior Vice President, Managing Director of
Tax Services, U.S. Bank Global Fund Services (GFS) (2007-
2020).
Sheri Morris — 1964
Invesco Capital
Management LLC,
11 Greenway Plaza
Suite 1000
Houston, TX 77046
Vice President
Since 2012
Head of Global Fund Services, Invesco Ltd. (2019-Present); Vice
President, OppenheimerFunds, Inc. (2019-Present); President and
Principal Executive Officer, The Invesco Funds (2016-Present);
Senior Vice President, Invesco Advisers, Inc. (formerly known as
Invesco Institutional (N.A.), Inc.) (registered investment adviser)
(2020-Present) 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 (2012-Present), Invesco Actively
Managed Exchange-Traded Commodity Fund Trust (2014-
Present) and Invesco Exchange-Traded Self-Indexed Fund Trust
(2016-Present); formerly, Treasurer (2008-2020), Vice President
and Principal Financial Officer, The Invesco Funds (2008-2016);
Treasurer, Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
28

Name, Address and
Year of Birth
of Executive Officer
Position(s) Held
with Trust
Term of
Office and
Length of
Time Served*
Principal Occupation(s) During at Least the Past 5 Years
 
 
 
Fund Trust and Invesco Actively Managed Exchange-Traded Fund
Trust (2011-2013); Vice President, Invesco Aim Advisers, Inc.,
Invesco Aim Capital Management, Inc. and Invesco Aim Private
Asset Management, Inc.; Treasurer, Assistant Vice President and
Assistant Treasurer, The Invesco Funds and Assistant Vice
President, Invesco Advisers, Inc., Invesco Aim Capital
Management, Inc. and Invesco Aim Private Asset Management,
Inc.; Vice President, Invesco Advisers, Inc. (2009-2020).
Rudolf E. Reitmann — 1971
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
Vice President
Since 2013
Head of Global Exchange Traded Funds Services, Invesco
Specialized Products, LLC (2018-Present); Vice President,
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded
Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust (2013-Present),
Invesco Actively Managed Exchange-Traded Commodity Fund
Trust (2014-Present) and Invesco Exchange-Traded Self-Indexed
Fund Trust (2016-Present); Head of Global Exchange Traded
Funds Services, Invesco Capital Management LLC (2013-
Present); Vice President, Invesco Capital Markets, Inc. (2018-
Present).
Melanie Zimdars — 1976
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
Chief
Compliance
Officer
Since 2017
Chief Compliance Officer, Invesco Specialized Products, LLC
(2018-Present); Chief Compliance Officer, Invesco Capital
Management LLC (2017-Present); Chief Compliance Officer,
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded
Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust (2017-Present);
formerly, Vice President and Deputy Chief Compliance Officer,
ALPS Holding, Inc. (2009-2017); Mutual Fund Treasurer/ Chief
Financial Officer, Wasatch Advisors, Inc. (2005-2008); Compliance
Officer, U.S. Bancorp Fund Services, LLC (2001-2005).
*
This is the date the Officer began serving the Trust in his or her current position. Each Officer serves an indefinite term, until his or her successor is elected.
For each Trustee, the dollar range of equity securities that the Trustee beneficially owned in the Trust and in all registered investment companies overseen by the Trustee as of December 31, 2020 is shown below.
Dollar Range of Equity Securities
Name of Trustee
Invesco
Aerospace &
Defense ETF
Invesco
BuyBack
AchieversTM ETF
Invesco
Dividend
AchieversTM ETF
Invesco Dow
Jones Industrial
Average
Dividend ETF
Independent Trustees
 
 
 
 
Ronn R. Bagge
None
None
None
None
Todd J. Barre
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
Victoria J. Herget
None
None
None
None
Marc M. Kole
None
None
None
None
Yung Bong Lim
None
None
None
None
Joanne Pace
None
None
None
None
Gary R. Wicker
None
None
None
None
Donald H. Wilson
None
None
None
None
Interested Trustee
 
 
 
 
29

Name of Trustee
Invesco
Aerospace &
Defense ETF
Invesco
BuyBack
AchieversTM ETF
Invesco
Dividend
AchieversTM ETF
Invesco Dow
Jones Industrial
Average
Dividend ETF
Kevin M. Carome
None
None
None
None
Name of Trustee
Invesco DWA
Basic Materials
Momentum ETF
Invesco
DWA Consumer
Cyclicals
Momentum ETF
Invesco DWA Consumer
Staples
Momentum ETF
Invesco DWA
Energy
Momentum ETF
Independent Trustees
 
 
 
 
Ronn R. Bagge
None
None
None
None
Todd J. Barre
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
Victoria J. Herget
None
None
None
None
Marc M. Kole
None
None
None
None
Yung Bong Lim
None
None
None
Over $100,000
Joanne Pace
None
None
None
None
Gary R. Wicker
None
None
None
None
Donald H. Wilson
None
None
None
None
Interested Trustee
 
 
Kevin M. Carome
None
None
None
None
Name of Trustee
Invesco DWA
Financial
Momentum ETF
Invesco DWA
Healthcare
Momentum ETF
Invesco DWA
Industrials Momentum ETF
Invesco DWA
Momentum ETF
Independent Trustees
 
 
 
 
Ronn R. Bagge
None
None
None
Over $100,000
Todd J. Barre
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
Victoria J. Herget
None
None
None
None
Marc M. Kole
None
None
None
None
Yung Bong Lim
None
None
None
None
Joanne Pace
None
None
None
None
Gary R. Wicker
None
None
None
None
Donald H. Wilson
None
None
None
None
Interested Trustee
 
 
 
 
Kevin M. Carome
None
None
None
None
Name of Trustee
Invesco DWA
Technology
Momentum ETF
Invesco DWA
Utilities
Momentum ETF
Invesco
Dynamic
Biotechnology
& Genome ETF
Invesco
Dynamic
Building &
Construction
ETF
Invesco Dynamic
Energy
Exploration &
Production ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
$1-$10,000
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
$10,001-$50,000
Donald H. Wilson
None
None
None
None
None
Interested Trustee
 
 
 
30

Name of Trustee
Invesco DWA
Technology
Momentum ETF
Invesco DWA
Utilities
Momentum ETF
Invesco
Dynamic
Biotechnology
& Genome ETF
Invesco
Dynamic
Building &
Construction
ETF
Invesco Dynamic
Energy
Exploration &
Production ETF
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco
Dynamic Food
& Beverage
ETF
Invesco
Dynamic Large
Cap Growth ETF
Invesco
Dynamic Large
Cap Value ETF
Invesco
Dynamic Leisure
and
Entertainment
ETF
Invesco
Dynamic Market
ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
Over $100,000
Over $100,000
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
None
Donald H. Wilson
None
Over $100,000
Over $100,000
None
$10,001-$50,000
Interested Trustee
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco
Dynamic Media
ETF
Invesco
Dynamic
Networking ETF
Invesco
Dynamic Oil &
Gas Services
ETF
Invesco Dynamic
Pharmaceuticals
ETF
Independent Trustees
 
 
 
 
Ronn R. Bagge
None
None
None
None
Todd J. Barre
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
Victoria J. Herget
None
None
None
None
Marc M. Kole
None
None
None
None
Yung Bong Lim
None
None
None
None
Joanne Pace
None
None
None
None
Gary R. Wicker
None
None
None
None
Donald H. Wilson
None
None
None
None
Interested Trustee
 
 
 
 
Kevin M. Carome
None
None
None
None
Name of Trustee
Invesco
Dynamic
Semiconductors
ETF
Invesco
Dynamic
Software ETF
Invesco
Financial
Preferred ETF
Invesco FTSE
RAFI US 1000 ETF
Invesco FTSE
RAFI US 1500
Small-Mid ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
$10,001-$50,000
None
Todd J. Barre
None
None
None
Over $100,000
Over $100,000
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
$50,001-$100,000
Donald H. Wilson
None
None
None
None
None
31

Name of Trustee
Invesco
Dynamic
Semiconductors
ETF
Invesco
Dynamic
Software ETF
Invesco
Financial
Preferred ETF
Invesco FTSE
RAFI US 1000 ETF
Invesco FTSE
RAFI US 1500
Small-Mid ETF
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco Global
Listed Private
Equity ETF
Invesco Golden
Dragon China
ETF
Invesco High
Yield Equity
Dividend
AchieversTM ETF
Invesco
International
Dividend
AchieversTM ETF
Invesco
MSCI
Sustainable Future ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
Over $100,000
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
$50,001-$100,000
None
Donald H. Wilson
None
None
$10,001-$50,000
None
None
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco
NASDAQ
Internet ETF
Invesco
Raymond James
SB-1 Equity ETF
Invesco
S&P 100 Equal
Weight ETF
Invesco S&P 500
BuyWrite ETF
Invesco S&P 500®
Equal Weight ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
Over $100,000
Todd J. Barre
None
None
None
None
Over $100,000
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
$10,001-$50,000
Donald H. Wilson
None
None
None
None
None
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco S&P
500® Equal
Weight
Communication
Services ETF
Invesco S&P
500® Equal
Weight
Consumer
Discretionary
ETF
Invesco S&P
500® Equal
Weight
Consumer
Staples ETF
Invesco S&P 500®
Equal Weight
Energy ETF
Invesco S&P 500®
Equal Weight
Financials ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
None
Donald H. Wilson
None
None
None
None
None
32

Name of Trustee
Invesco S&P
500® Equal
Weight
Communication
Services ETF
Invesco S&P
500® Equal
Weight
Consumer
Discretionary
ETF
Invesco S&P
500® Equal
Weight
Consumer
Staples ETF
Invesco S&P 500®
Equal Weight
Energy ETF
Invesco S&P 500®
Equal Weight
Financials ETF
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco S&P
500® Equal
Weight Health
Care ETF
Invesco S&P
500® Equal
Weight
Industrials ETF
Invesco S&P
500® Equal
Weight Materials
ETF
Invesco S&P 500®
Equal Weight
Real Estate ETF
Invesco S&P 500®
Equal Weight
Technology ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
None
Donald H. Wilson
None
None
None
None
None
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco S&P
500® Equal
Weight Utilities
ETF
Invesco S&P
500 GARP ETF
Invesco S&P
500® Pure
Growth ETF
Invesco S&P 500®
Pure Value ETF
Invesco S&P 500®
Quality ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
$50,001-$100,000
Gary R. Wicker
None
None
None
None
Over $100,000
Donald H. Wilson
None
None
None
None
None
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco S&P
500® Top 50
ETF
Invesco S&P
500 Value with
Momentum ETF
Invesco S&P
MidCap 400®
Equal Weight
ETF
Invesco S&P
MidCap 400® Pure
Growth ETF
Invesco S&P
MidCap 400® Pure
Value ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
None
33

Name of Trustee
Invesco S&P
500® Top 50
ETF
Invesco S&P
500 Value with
Momentum ETF
Invesco S&P
MidCap 400®
Equal Weight
ETF
Invesco S&P
MidCap 400® Pure
Growth ETF
Invesco S&P
MidCap 400® Pure
Value ETF
Donald H. Wilson
None
None
Over $100,000
None
None
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco S&P
MidCap
Momentum ETF
Invesco S&P
MidCap Quality
ETF
Invesco S&P
MidCap Value
with Momentum
ETF
Invesco S&P
SmallCap 600®
Equal Weight ETF
Invesco S&P
SmallCap 600®
Pure Growth ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
Over $100,000
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
None
Donald H. Wilson
None
Over $100,000
None
None
None
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco S&P
SmallCap 600®
Pure Value ETF
Invesco S&P
SmallCap
Momentum ETF
Invesco S&P
SmallCap Value
with Momentum
ETF
Invesco S&P
Spin-Off ETF
Invesco Water
Resources ETF
Independent Trustees
 
 
 
 
 
Ronn R. Bagge
None
None
None
None
None
Todd J. Barre
None
None
None
None
None
Edmund P. Giambastiani, Jr.
None
None
None
None
None
Victoria J. Herget
None
None
None
None
None
Marc M. Kole
None
None
None
None
None
Yung Bong Lim
None
None
None
None
None
Joanne Pace
None
None
None
None
None
Gary R. Wicker
None
None
None
None
None
Donald H. Wilson
None
None
$50,001-$100,000
None
$50,001-$100,000
Interested Trustee
 
 
 
 
 
Kevin M. Carome
None
None
None
None
None
Name of Trustee
Invesco
WilderHill
Clean Energy
ETF
Invesco Zacks
Mid-Cap ETF
Invesco Zacks
Multi-Asset
Income ETF
Aggregate
Dollar Range
of  Equity
Securities in
All Registered
Investment
Companies
Overseen by
Trustee in Family of
Investment Companies
Independent Trustees
 
 
 
 
Ronn R. Bagge
None
None
None
Over $100,000
Todd J. Barre
None
None
None
Over $100,000
Edmund P. Giambastiani, Jr.
None
None
None
$10,001-$50,000
Victoria J. Herget
None
None
None
None (1)
34

Name of Trustee
Invesco
WilderHill
Clean Energy
ETF
Invesco Zacks
Mid-Cap ETF
Invesco Zacks
Multi-Asset
Income ETF
Aggregate
Dollar Range
of  Equity
Securities in
All Registered
Investment
Companies
Overseen by
Trustee in Family of
Investment Companies
Marc M. Kole
$10,001-$50,000
None
None
Over $100,000
Yung Bong Lim
None
None
None
Over $100,000
Joanne Pace
None
None
None
Over $100,000
Gary R. Wicker
None
None
None
Over $100,000
Donald H. Wilson
None
None
None
Over $100,000
Interested Trustee
 
 
 
 
Kevin M. Carome
None
None
None
Over $100,000
(1)As of the date of this SAI, Ms. Herget owns over $100,000 of equity securities in all registered investment companies overseen by her in the family of investment companies.
The dollar range of Shares for Mr. Lim includes Shares of certain Funds in which Mr. Lim is deemed to be invested pursuant to the Trust’s deferred compensation plan (“DC Plan”), which is described below.
As of December 31, 2020, as to each Independent Trustee and his or her immediate family members, no person owned, beneficially or of record, securities in an investment adviser or principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of the Funds.
Board and Committee Structure. As noted above, the Board is responsible for oversight of the Funds, including oversight of the duties performed by the Adviser for each Fund under the investment advisory agreement, as amended and restated, between the Adviser and the Trust, on behalf of each Fund (the “Investment Advisory Agreement”). The Board generally meets in regularly scheduled meetings five times a year and may meet more often as required. During the Trust’s fiscal year ended April 30, 2021, the Board held six meetings.
The Board has three standing committees, the Audit Committee, the Investment Oversight Committee and the Nominating and Governance Committee, and has delegated certain responsibilities to those Committees.
Mr. Kole (Chair), Ms. Pace, and Messrs. Wicker and Wilson currently serve as members of the Audit Committee. The Audit Committee has the responsibility, among other things, to: (i) approve and recommend to the Board the selection of the Trust’s independent registered public accounting firm, (ii) review the scope of the independent registered public accounting firm’s audit activity, (iii) review the audited financial statements, and (iv) review with such independent registered public accounting firm the adequacy and the effectiveness of the Trust’s internal controls over financial reporting. During the Trust’s fiscal year ended April 30, 2021, the Audit Committee held six meetings.
Mr. Bagge, Dr. Barre, Admiral Giambastiani, Ms. Herget and Mr. Lim (Chair) currently serve as members of the Investment Oversight Committee. The Investment Oversight Committee has the responsibility, among other things, (i) to review fund investment performance, including tracking error and correlation to a Fund’s underlying index, (ii) to review any proposed changes to a Fund’s investment policies, comparative benchmark indices or underlying indices, and (iii) to review a Fund’s market trading activities and portfolio transactions. During the Trust’s fiscal year ended April 30, 2021, the Investment Oversight Committee held four meetings.
Mr. Bagge (Chair), Dr. Barre, Admiral Giambastiani, Ms. Herget, Messrs. Kole and Lim, Ms. Pace, and Messrs. Wicker and Wilson currently serve as members of the Nominating and Governance Committee. The Nominating and Governance Committee has the responsibility, among other things, to identify and
35

recommend individuals for Board membership and evaluate candidates for Board membership. The Board will consider recommendations for trustees from shareholders. Nominations from shareholders should be in writing and sent to the Secretary of the Trust to the attention of the Chairman of the Nominating and Governance Committee, as described below under the caption “Shareholder Communications.” During the Trust’s fiscal year ended April 30, 2021, the Nominating and Governance Committee held four meetings.
Mr. Wilson, one of the Independent Trustees, serves as the chair of the Board (the “Independent Chair”). The Independent Chair, among other things, chairs the Board meetings, participates in the preparation of the Board agendas and serves as a liaison between, and facilitates communication among, the other Independent Trustees, the full Board, the Adviser and other service providers with respect to Board matters. Mr. Bagge, as Chair of the Nominating and Governance Committee, serves as Vice Chair of the Board (“Vice Chair”). In the absence of the Independent Chair, the Vice Chair is responsible for all of the Independent Chair’s duties and may exercise any of the Independent Chair’s powers. The Chairs of each Committee also serve as liaisons between the Adviser and other service providers and the other Independent Trustees for matters pertaining to the respective Committee. The Board believes that its current leadership structure is appropriate taking into account the assets and number of funds in the Fund Family overseen by the Trustees, the size of the Board and the nature of the funds’ business, as the Interested Trustee and officers of the Trust provide the Board with insight as to the daily management of the funds while the Independent Chair promotes independent oversight of the funds by the Board.
Risk Oversight. Each Fund is subject to a number of risks, including operational, investment and compliance risks. The Board, directly and through its Committees, as part of its oversight responsibilities, oversees the services provided by the Adviser and the Trust’s other service providers in connection with the management and operations of the Funds, as well as their associated risks. Under the oversight of the Board, the Trust, the Adviser and other service providers have adopted policies, procedures and controls to address these risks. The Board, directly and through its Committees, receives and reviews information from the Adviser, other service providers, the Trust’s independent registered public accounting firm, Trust counsel and counsel to the Independent Trustees to assist it in its oversight responsibilities. This information includes, but is not limited to, reports regarding the Funds’ investments, including Fund performance and investment practices, valuation of Fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed changes to, the Funds’ investment objective, policies and restrictions, and reviews any areas of non-compliance with the Funds’ investment policies and restrictions. The Audit Committee monitors the Trust’s accounting policies, financial reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight, the Board reviews the annual compliance report issued by the Trust’s Chief Compliance Officer on the policies and procedures of the Trust and its service providers, proposed changes to those policies and procedures and quarterly reports on any material compliance issues that arose during the period.
Experience, Qualifications and Attributes. As noted above, the Nominating and Governance Committee is responsible for identifying, evaluating and recommending trustee candidates. The Nominating and Governance Committee reviews the background and the educational, business and professional experience of trustee candidates and the candidates’ expected contributions to the Board. Trustees selected to serve on the Board are expected to possess relevant skills and experience, time availability and the ability to work well with the other Trustees. In addition to these qualities and based on each Trustee’s experience, qualifications and attributes and the Trustees’ combined contributions to the Board, the following is a brief summary of the information that led to the conclusion that each Board member should serve as a Trustee.
Mr. Bagge has served as a trustee and Chairman of the Nominating and Governance Committee with the Fund Family since 2003 and as Vice Chair with the Fund Family since 2018. He founded YQA Capital Management, LLC in 1998 and has since served as a principal. Mr. Bagge serves as a Trustee and a member of the Investment Oversight Committee of Mission Aviation Fellowship. Previously, Mr. Bagge was the owner and CEO of Electronic Dynamic Balancing Company from 1988 to 2001. He began his career as a securities analyst for institutional investors, including CT&T Asset Management and J.C. Bradford & Co. The Board considered that Mr. Bagge has served as a board member or advisor for several privately held businesses
36

and charitable organizations and the executive, investment and operations experience that Mr. Bagge has gained over the course of his career and through his financial industry experience.
Dr. Barre has served as a trustee with the Fund Family since 2010. He served as Assistant Professor of Business at Trinity Christian College from 2010 to 2016. Additionally, he earned his Doctor of Business Administration degree from Anderson University in 2019 with final dissertation research focused on exchange-traded funds. Previously, he served in various positions with BMO Financial Group/Harris Private Bank, including Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001). From 1983 to 1994, Dr. Barre was with the Office of the Manager of Investments at Commonwealth Edison Co. He also was a staff accountant at Peat Marwick Mitchell & Co. from 1981 to 1983. The Board considered the executive, financial and investment experience that Dr. Barre has gained over the course of his career and through his financial industry experience.
Mr. Carome has served as a trustee with the Fund Family since 2010. He has served as the Senior Managing Director and General Counsel of Invesco Ltd. since 2007, and has held various senior executive positions with Invesco Ltd. since 2003. Previously, he served in various positions with Liberty Financial Companies, Inc., including Senior Vice President and General Counsel (2000-2001), General Counsel of certain investment management subsidiaries (1998-2000) and Associate General Counsel (1993-1998). Prior to his employment with Liberty Financial Companies, Inc., Mr. Carome was an associate with Ropes & Gray LLP. The Board considered Mr. Carome’s senior executive position with Invesco Ltd.
Admiral Giambastiani has served as a trustee with the Fund Family since 2019. He founded Giambastiani Group LLC in 2007 and has since served as its President. He has served as a Director of The Boeing Company since 2009, as Trustee of the U.S. Naval Academy Foundation Athletic & Scholarship Program since 2010, as Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory since 2010, as Defense Advisory Board Member of Lawrence Livermore National Laboratory since 2013, and as a Director of First Eagle Alternative Credit LLC since 2020. Previously, he served as Trustee of MITRE Corporation (2008-2020), Director of THL Credit, Inc. (2016-2020), Trustee of certain funds in the Oppenheimer Funds complex (2013-2019), an Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (2012-2016), and Chairman (2015-2016), Lead Director (2011-2015) and Director (2008-2011) of Monster Worldwide, Inc. Admiral Giambastiani also served in the United States Navy as a career nuclear submarine officer (1970-2007), as Seventh Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), as the first NATO Supreme Allied Commander Transformation (2003-2005) and Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Directors of National Intelligence and Central Intelligence Agency. He recently completed serving as a federal commissioner on the Military Compensation and Retirement Modernization Commission. The Board considered the executive and operations experience that Admiral Giambastiani has gained over the course of his career and through his financial industry experience.
Ms. Herget has served as a trustee with the Fund Family since 2019. She has served as Trustee of Mather LifeWays since 2001, as Chair (2010-2017) and Trustee of Newberry Library since 2000, and as Trustee of Chikaming Open Lands since 2014. Previously, she served as Board Chair (2008-2015) and Director (2004-2018) of United Educators Insurance Company, as Trustee of certain funds in the Oppenheimer Funds complex (2012-2019) and as Independent Director of the First American Funds (2003-2011). Ms. Herget served as Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (and its predecessor firms), as Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College and as Trustee of BoardSource (2006-2009) and Chicago City Day School (1994-2005). The Board considered the executive, financial and investment experience that Ms. Herget has gained over the course of her career and through her financial industry experience.
37

Mr. Kole has served as a trustee with the Fund Family since 2006 and Chairman of the Audit Committee with the Fund Family since 2008. He has been Managing Director of Finance since 2020, and was Senior Director of Finance (2015-2020) of By The Hand Club for Kids. Previously, he was the Chief Financial Officer of Hope Network from 2008 to 2012 and he was the Assistant Vice President and Controller at Priority Health from 2005 to 2008, Regional Chief Financial Officer of United Healthcare from 2004 to 2005, Chief Accounting Officer and Senior Vice President of Finance of Oxford Health Plans from 2000 to 2004 and Audit Partner at Arthur Andersen LLP from 1996 to 2000. Mr. Kole served as Treasurer (2018-2021), Finance Committee Member (2015-2021) and Audit Committee Member (2015) of Thornapple Evangelical Covenant Church and he served as Board and Finance Committee Member (2009-2017) and Treasurer (2010-2015, 2017) of NorthPointe Christian Schools. The Board has determined that Mr. Kole qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Kole has gained over the course of his career and through his financial industry experience.
Mr. Lim has served as a trustee with the Fund Family since 2013 and Chairman of the Investment Oversight Committee with the Fund Family since 2014. He has been a Managing Partner of RDG Funds LLC since 2008. Previously, he was a Managing Director and the Head of the Securitized Products Group of Citadel LLC (1999-2007). Prior to his employment with Citadel LLC, he was a Managing Director with Salomon Brothers Inc. Mr. Lim has served as a Board Director of Beacon Power Services, Corp. since 2019 and served as an Advisory Board Member of Performance Trust Capital Partners, LLC (2008-2020). The Board considered the executive, financial, operations and investment experience that Mr. Lim has gained over the course of his career and through his financial industry experience.
Ms. Pace has served as a trustee with the Fund Family since 2019. She has served as Board Director of Horizon Blue Cross Blue Shield of New Jersey since 2012, as an Advisory Board Director of The Alberleen Group LLC since 2012, as Governing Council Member (since 2016) and Chair of Education Committee (since 2017) of Independent Directors Council (IDC), and as a Council Member of NewYork-Presbyterian Hospital’s Leadership Council on Children’s and Women’s Health since 2012. Previously, she has served as a Board Member of 100 Women in Finance (2015-2020), a Trustee of certain funds in the Oppenheimer Funds complex (2012-2019), as Senior Advisor of SECOR Asset Management, LP (2010-2011), as Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010) and as Partner and Chief Operating Officer of FrontPoint Partners, LLC (2005-2006). Ms. Pace also held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), and Global Head of Operations and Product Control (2003-2004). She also held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); and Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). She also served as Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012), as Board Director of Managed Funds Association (2008-2010) and as Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). The Board has determined that Ms. Pace qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial, operations and investment experience that Ms. Pace has gained over the course of her career and through her financial industry experience.
Mr. Wicker has served as a trustee with the Fund Family since 2013. He has served as Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries since 2013. Previously, he was the Executive Vice President and Chief Financial Officer of Zondervan Publishing from 2007 to 2012. Prior to his employment with Zondervan Publishing, he held various positions with divisions of The Thomson Corporation, including Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999). Prior to that, Mr. Wicker was Senior Manager in the Audit and Business Advisory Services Group of Price Waterhouse (1994-1996). Mr. Wicker has served as a Board Member and Treasurer of Our Daily Bread Ministries Canada (2015-Present) and as a Board and Finance Committee Member of West Michigan Youth For Christ (2010-Present). The Board has determined that Mr. Wicker
38

qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Wicker has gained over the course of his career and through his financial industry experience.
Mr. Wilson has served as a trustee with the Fund Family since 2006 and as the Independent Chair with the Fund Family since 2012. He also served as lead Independent Trustee in 2011. He has served as the Chairman, President and Chief Executive Officer of McHenry Bancorp Inc. and McHenry Savings Bank since 2018. Previously, he was Chairman and Chief Executive Officer of Stone Pillar Advisors, Ltd. (2010-2017). He was also President and Chief Executive Officer of Stone Pillar Investments, Ltd. (2016-2018). Mr. Wilson was also the Chairman, President and Chief Executive Officer of Community Financial Shares, Inc. and its subsidiary, Community Bank—Wheaton/Glen Ellyn (2013-2015). He also was the Chief Operating Officer (2007-2009) and Executive Vice President and Chief Financial Officer (2006-2007) of AMCORE Financial, Inc. Mr. Wilson also served as Senior Vice President and Treasurer of Marshall & Ilsley Corp. from 1995 to 2006. He started his career with the Federal Reserve Bank of Chicago, serving in several roles in the bank examination division and the economic research division. Mr. Wilson has served as a Director of Penfield Children’s Center (2004-Present) and as Board Chairman of Gracebridge Alliance, Inc. (2015-Present). The Board has determined that Mr. Wilson qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Wilson has gained over the course of his career and through his financial industry experience.
This disclosure is not intended to hold out any Trustee as having any special expertise and shall not impose greater duties, obligations or liabilities on the Trustees. The Trustees’ principal occupations during at least the past five years are shown in the above tables.
For his or her services as a Trustee of the Trust and other trusts in the Fund Family, each Independent Trustee receives an annual retainer of $320,000 (the “Retainer”). The Retainer for the Independent Trustees is allocated half pro rata among all the funds in the Fund Family and the other half is allocated among all of the funds in the Fund Family based on average net assets. The Independent Chair receives an additional $120,000 per year for his service as the Independent Chair, allocated in the same manner as the Retainer. The chair of the Audit Committee receives an additional fee of $35,000 per year and the chairs of the Investment Oversight Committee and the Nominating and Governance Committee each receive an additional fee of $20,000 per year, each allocated in the same manner as the Retainer. Each Trustee also is reimbursed for travel and other out-of-pocket expenses incurred in attending Board and committee meetings.
The DC Plan allows each Independent Trustee to defer payment of all, or a portion, of the fees that the Trustee receives for serving on the Board throughout the year. Each eligible Trustee generally may elect to have deferred amounts credited with a return equal to the total return of one or more registered investment companies within the Fund Family that are offered as investment options under the DC Plan. At the Trustee’s election, distributions are either in one lump sum payment, or in the form of equal annual installments over a period of years designated by the Trustee. The rights of an eligible Trustee and the beneficiaries to the amounts held under the DC Plan are unsecured, and such amounts are subject to the claims of the creditors of a fund. The Independent Trustees are not eligible for any pension or profit sharing plan in their capacity as Trustees.
The following sets forth the fees paid to each Trustee for the fiscal year ended April 30, 2021.
Name of Trustee
Aggregate
Compensation From
the Trust
Pension or Retirement
Benefits accrued as part of
Fund Expenses
Total Compensation Paid
From Fund Complex(1)
Independent Trustees
 
 
 
Ronn R. Bagge
$ 134,452
N/A
$ 340,000
Todd J. Barre
$ 126,543
N/A
$ 320,000
Edmund P. Giambastiani, Jr.
$ 126,543
N/A
$ 320,000
Victoria J. Herget
$ 126,543
N/A
$ 320,000
Marc M. Kole
$ 140,383
N/A
$ 355,000
39

Name of Trustee
Aggregate
Compensation From
the Trust
Pension or Retirement
Benefits accrued as part of
Fund Expenses
Total Compensation Paid
From Fund Complex(1)
Yung Bong Lim
$ 134,452
N/A
$ 340,000
Joanne Pace
$ 126,543
N/A
$ 320,000
Gary R. Wicker
$ 126,543
N/A
$ 320,000
Donald H. Wilson
$ 173,997
N/A
$ 440,000
Interested Trustee
 
 
 
Kevin M. Carome
N/A
N/A
N/A
(1)
The amounts shown in this column represent the aggregate compensation paid by all of the funds of the trusts in the Fund Family for the fiscal year ended April 30, 2021, before deferral by the Trustees under the DC Plan. During the fiscal year ended April 30, 2021, Mr. Lim deferred 100% of his compensation, which amounts are reflected in the above table.
Portfolio Holdings. As of July 31, 2021, the Trustees and Officers, as a group, owned less than 1% of each Fund’s outstanding Shares.
Principal Holders and Control Persons. The following table sets forth the name, address and percentage of ownership of each person who is known by the Trust to own, of record or beneficially, 5% or more of each Fund’s outstanding equity securities as of July 31, 2021.
INVESCO AEROSPACE & DEFENSE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
13.60%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.99%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
11.00%
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, MO 63131
8.36%
Morgan Stanley
1585 Broadway
New York, NY 10036
7.88%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
7.34%
LPL Financial
75 State Street
Boston, MA 02109
6.04%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.40%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
5.02%
INVESCO BUYBACK ACHIEVERSTM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
17.31%
40

INVESCO BUYBACK ACHIEVERSTM ETF (continued)
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.17%
Citibank
399 Park Avenue
New York, NY 10043
8.68%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
8.24%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.86%
LPL Financial
75 State Street
Boston, MA 02109
5.45%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.44%
INVESCO DIVIDEND ACHIEVERSTM ETF
Name & Address
% Owned
LPL Financial
75 State Street
Boston, MA 02109
22.18%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
13.25%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
11.37%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
7.96%
Morgan Stanley
1585 Broadway
New York, NY 10036
7.08%
Raymond James
880 Carillon Parkway
St. Petersburg, FL 33716
6.28%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.04%
INVESCO DOW JONES INDUSTRIAL AVERAGE DIVIDEND ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
21.52%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
15.61%
LPL Financial
75 State Street
Boston, MA 02109
11.19%
41

INVESCO DOW JONES INDUSTRIAL AVERAGE DIVIDEND ETF (continued)
Name & Address
% Owned
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
9.73%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
9.54%
E*Trade Securities LLC
Harborside 2
200 Hudson Street, Suite 501
Jersey City, NJ 07311
6.42%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.42%
INVESCO DWA BASIC MATERIALS MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
13.89%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.69%
LPL Financial
75 State Street
Boston, MA 02109
9.85%
Morgan Stanley
1585 Broadway
New York, NY 10036
9.80%
Folio Investments
8180 Greensboro Dr., 8th Floor
McLean, VA 22102
7.68%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.17%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.49%
Raymond, James & Associates, Inc.
880 Carillion Parkway
St. Petersburg, FL 33716
5.49%
INVESCO DWA CONSUMER CYCLICALS MOMENTUM ETF
Name & Address
% Owned
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
17.48%
Folio Investments
8180 Greensboro Drive 8th Floor
McLean, VA 22102
14.25%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
12.87%
42

INVESCO DWA CONSUMER CYCLICALS MOMENTUM ETF (continued)
Name & Address
% Owned
LPL Financial
75 State Street
Boston, MA 02109
9.31%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.06%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
5.50%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
5.04%
INVESCO DWA CONSUMER STAPLES MOMENTUM ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
16.00%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
12.38%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
10.16%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
9.61%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.94%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
7.59%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.90%
LPL Financial
75 State Street
Boston, MA 02109
6.41%
INVESCO DWA ENERGY MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
13.68%
Morgan Stanley
1585 Broadway
New York, NY 10036
13.38%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
9.47%
Folio Investments
8180 Greensboro Dr. 8th Floor
McLean, VA 222102
9.08%
43

INVESCO DWA ENERGY MOMENTUM ETF (continued)
Name & Address
% Owned
LPL Financial
75 State Street
Boston, MA 02109
7.96%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
6.50%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.17%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.38%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
5.13%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.03%
INVESCO DWA FINANCIAL MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
24.69%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
12.76%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
10.87%
Morgan Stanley
1585 Broadway
New York, NY 10036
8.94%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
6.48%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.18%
INVESCO DWA HEALTHCARE MOMENTUM ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.98%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
12.96%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.95%
LPL Financial
75 State Street
Boston, MA 02109
6.90%
44

INVESCO DWA HEALTHCARE MOMENTUM ETF (continued)
Name & Address
% Owned
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.87%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.62%
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
6.16%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.05%
INVESCO DWA INDUSTRIALS MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
10.21%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
9.47%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
8.80%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
8.61%
LPL Financial
75 State Street
Boston, MA 02109
7.29%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.54%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.24%
Folio Investments
8180 Greensboro Dr. 8th Floor
McLean, VA 222102
6.12%
Axos Clearing LLC
1200 Landmark Center, Ste. 800
Omaha, NE 68102
5.99%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
5.72%
INVESCO DWA MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
14.77%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
12.83%
45

INVESCO DWA MOMENTUM ETF (continued)
Name & Address
% Owned
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
12.54%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
10.06%
Morgan Stanley
1585 Broadway
New York, NY 10036
9.60%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.10%
LPL Financial
75 State Street
Boston, MA 02109
5.04%
INVESCO DWA TECHNOLOGY MOMENTUM ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.25%
Morgan Stanley
1585 Broadway
New York, NY 10036
11.31%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
10.24%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
9.45%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.55%
LPL Financial
75 State Street
Boston, MA 02109
5.87%
INVESCO DWA UTILITIES MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
15.01%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
10.92%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
10.89%
LPL Financial
75 State Street
Boston, MA 02109
10.75%
Morgan Stanley
1585 Broadway
New York, NY 10036
7.43%
46

INVESCO DWA UTILITIES MOMENTUM ETF (continued)
Name & Address
% Owned
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
5.85%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.83%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.22%
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, MO 63131
5.03%
INVESCO DYNAMIC BIOTECHNOLOGY & GENOME ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
14.67%
Morgan Stanley
1585 Broadway
New York, NY 10036
12.53%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
10.32%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
8.82%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
8.11%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.48%
INVESCO DYNAMIC BUILDING & CONSTRUCTION ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
12.59%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.52%
Morgan Stanley
1585 Broadway
New York, NY 10036
8.28%
LPL Financial
75 State Street
Boston, MA 02109
7.93%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.37%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
6.50%
47

INVESCO DYNAMIC BUILDING & CONSTRUCTION ETF (continued)
Name & Address
% Owned
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
6.40%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.26%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.62%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.39%
INVESCO DYNAMIC ENERGY EXPLORATION & PRODUCTION ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
15.77%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
15.01%
Morgan Stanley
1585 Broadway
New York, NY 10036
10.51%
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
10.21%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.93%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
7.72%
LPL Financial
75 State Street
Boston, MA 02109
6.80%
INVESCO DYNAMIC FOOD & BEVERAGE ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
19.03%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
8.62%
LPL Financial
75 State Street
Boston, MA 02109
7.29%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.83%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.14%
48

INVESCO DYNAMIC FOOD & BEVERAGE ETF (continued)
Name & Address
% Owned
Morgan Stanley
1585 Broadway
New York, NY 10036
5.60%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.44%
INVESCO DYNAMIC LARGE CAP GROWTH ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
14.96%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.74%
Morgan Stanley
1585 Broadway
New York, NY 10036
12.43%
LPL Financial
75 State Street
Boston, MA 02109
9.97%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
7.92%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
6.50%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.33%
INVESCO DYNAMIC LARGE CAP VALUE ETF
Name & Address
% Owned
Morgan Stanley
1585 Broadway
New York, NY 10036
29.08%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
12.29%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
10.59%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.54%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
7.27%
LPL Financial
75 State Street
Boston, MA 02109
6.98%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.05%
49

INVESCO DYNAMIC LEISURE AND ENTERTAINMENT ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.68%
The Bank of New York
One Wall Street
New York, NY 10286
11.91%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
9.65%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
7.48%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
5.19%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.14%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.00%
LPL Financial
75 State Street
Boston, MA 02109
5.00%
INVESCO DYNAMIC MARKET ETF
Name & Address
% Owned
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
18.52%
Morgan Stanley
1585 Broadway
New York, NY 10036
14.41%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
10.55%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
9.43%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.56%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.40%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.03%
50

INVESCO DYNAMIC MEDIA ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
22.20%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
19.16%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
11.70%
UBS Financial
1200 Harbord Blvd. Dte. 6
Weehawken, NJ 07086
7.03%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.76%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.12%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.11%
INVESCO DYNAMIC NETWORKING ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
9.87%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
9.71%
LPL Financial
75 State Street
Boston, MA 02109
8.00%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
7.65%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.47%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
6.93%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.46%
UBS Financial
1200 Harbor Blvd Dte. 6
Weehawken, NJ 07086
6.13%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.81%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.54%
51

INVESCO DYNAMIC OIL & GAS SERVICES ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
17.95%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
16.36%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
15.01%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.41%
SEI Private Trust
100 Cider Mill Rd.
Oaks, PA 19456
5.61%
E*TRADE Securities LLC
Harborside 2
200 Hudson Street, Ste. 501
Jersey City, NJ 07311
5.18%
INVESCO DYNAMIC PHARMACEUTICALS ETF
Name & Address
% Owned
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
18.66%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.91%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
11.87%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
8.79%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.33%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.05%
INVESCO DYNAMIC SEMICONDUCTORS ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
16.66%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
13.47%
Citibank
399 Park Avenue
New York, NY 10043
12.65%
52

INVESCO DYNAMIC SEMICONDUCTORS ETF (continued)
Name & Address
% Owned
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.93%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.30%
INVESCO DYNAMIC SOFTWARE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
15.18%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.71%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
9.79%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
8.18%
LPL Financial
75 State Street
Boston, MA 02109
5.83%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.52%
INVESCO FINANCIAL PREFERRED ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
16.67%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
15.42%
Morgan Stanley
1585 Broadway
New York, NY 10036
10.12%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
9.61%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
9.19%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.83%
53

INVESCO FTSE RAFI US 1000 ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
27.84%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
18.03%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.02%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.73%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.98%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
5.12%
INVESCO FTSE RAFI US 1500 SMALL-MID ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
42.84%
The Bank of New York
One Wall Street
New York, NY 10286
8.99%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
7.31%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
7.01%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.83%
INVESCO GLOBAL LISTED PRIVATE EQUITY ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
17.83%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
15.48%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
9.98%
LPL Financial
75 State Street
Boston, MA 02109
8.20%
54

INVESCO GLOBAL LISTED PRIVATE EQUITY ETF (continued)
Name & Address
% Owned
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.96%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.86%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.40%
INVESCO GOLDEN DRAGON CHINA ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.72%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
14.29%
Morgan Stanley
1585 Broadway
New York, NY 10036
9.81%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
9.31%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.35%
INVESCO HIGH YIELD EQUITY DIVIDEND ACHIEVERSTM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
19.28%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.79%
Bank of America
100 North Tryon Street
Charlotte, NC 28255
9.29%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.45%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.49%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.13%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.27%
55

INVESCO INTERNATIONAL DIVIDEND ACHIEVERSTM ETF
Name & Address
% Owned
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, MO 63131
32.57%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
14.39%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
9.02%
Morgan Stanley
1585 Broadway
New York, NY 10036
8.19%
INVESCO MSCI SUSTAINABLE FUTURE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
15.87%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.06%
Bank of America
100 N. Tryon Street
Charlotte, NC 28255
9.03%
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, MO 63131
5.50%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
5.27%
INVESCO NASDAQ INTERNET ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
16.56%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
15.78%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
12.72%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
9.43%
INVESCO RAYMOND JAMES SB-1 EQUITY ETF
Name & Address
% Owned
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
78.02%
56

INVESCO S&P 100 EQUAL WEIGHT ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.97%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
13.99%
LPL Financial
75 State Street
Boston, MA 02109
13.91%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
11.75%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.68%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
5.82%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.52%
INVESCO S&P 500 BUYWRITE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
31.40%
 
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
10.23%
 
National Financial Services LLC
200 Liberty Street
New York, NY 10281
8.63%
 
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
8.49%
 
Morgan Stanley
1585 Broadway
New York, NY 10036
8.03%
 
INVESCO S&P 500® EQUAL WEIGHT ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
14.24%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.10%
Morgan Stanley
1585 Broadway
New York, NY 10036
9.57%
57

INVESCO S&P 500® EQUAL WEIGHT ETF (continued)
Name & Address
% Owned
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.13%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.67%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.65%
INVESCO S&P 500® EQUAL WEIGHT COMMUNICATION SERVICES ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
32.50%
LPL Financial
75 State Street
Boston, MA 02109
24.53%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.18%
Raymond James & Associates Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
9.81%
INVESCO S&P 500® EQUAL WEIGHT CONSUMER DISCRETIONARY ETF
Name & Address
% Owned
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
23.34%
The Bank of New York
One Wall Street
New York, NY 1086
16.38%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
8.87%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.23%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
5.98%
INVESCO S&P 500® EQUAL WEIGHT CONSUMER STAPLES ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
24.20%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.07%
58

INVESCO S&P 500® EQUAL WEIGHT CONSUMER STAPLES ETF (continued)
Name & Address
% Owned
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
12.16%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
10.64%
Morgan Stanley
1585 Broadway
New York, NY 10036
9.02%
LPL Financial
75 State Street
Boston, MA 02109
6.83%
INVESCO S&P 500® EQUAL WEIGHT ENERGY ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
17.96%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
13.55%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.90%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
8.93%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
7.43%
 INVESCO S&P 500® EQUAL WEIGHT FINANCIALS ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
32.04%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
12.93%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
9.10%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
8.80%
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
8.59%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.41%
59

INVESCO S&P 500® EQUAL WEIGHT HEALTH CARE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
41.44%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
10.92%
Citibank
399 Park Avenue
New York, NY 10043
6.53%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.48%
INVESCO S&P 500® EQUAL WEIGHT INDUSTRIALS ETF
Name & Address
% Owned
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
20.57%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
15.67%
LPL Financial
75 State Street
Boston, MA 02109
10.06%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
8.33%
TD Ameritrade Clearing, Inc
4211 South 102nd Street
Omaha, NE 68127
6.72%
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
5.70%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.33%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
5.05%
INVESCO S&P 500® EQUAL WEIGHT MATERIALS ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
18.05%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
12.17%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
12.14%
60

INVESCO S&P 500® EQUAL WEIGHT MATERIALS ETF (continued)
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
10.05%
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
9.87%
LPL Financial
75 State Street
Boston, MA 02109
7.62%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
7.00%
INVESCO S&P 500® EQUAL WEIGHT REAL ESTATE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
30.52%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
20.56%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
14.94%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
7.60%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.13%
INVESCO S&P 500® EQUAL WEIGHT TECHNOLOGY ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
27.59%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.89%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
7.93%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.30%
TD Ameritrade Clearing, Inc.
4211 S. 102nd Street
Omaha, NE 68127
5.66%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
5.50%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.04%
61

INVESCO S&P 500® EQUAL WEIGHT UTILITIES ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
29.06%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
15.56%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.13%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
8.27%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
5.95%
INVESCO S&P 500 GARP ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
25.27%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
16.69%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
16.34%
Morgan Stanley
1585 Broadway
New York, NY 10036
7.24%
INVESCO S&P 500® PURE GROWTH ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
26.50%
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
12.20%
The Bank of New York
One Wall Street
New York, NY 10286
10.62%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
9.51%
INVESCO S&P 500® PURE VALUE ETF
Name & Address
% Owned
Morgan Stanley
1585 Broadway
New York, NY 10036
15.43%
62

INVESCO S&P 500® PURE VALUE ETF (continued)
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.22%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
10.05%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
7.16%
SEI Private Trust
100 Cider Mill Rd.
Oaks, PA 19456
6.81%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.64%
The Bank of New York
One Wall Street
New York, NY 10286
5.29%
INVESCO S&P 500® QUALITY ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
18.02%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
16.56%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
10.67%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
8.81%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
8.70%
LPL Financial
75 State Street
Boston, MA 02109
8.27%
INVESCO S&P 500® TOP 50 ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
17.69%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
13.75%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.14%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
10.87%
63

INVESCO S&P 500® TOP 50 ETF (continued)
Name & Address
% Owned
LPL Financial
75 State Street
Boston, MA 02109
5.70%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.20%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
5.03%
 INVESCO S&P 500 VALUE WITH MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CO 94105
26.80%
LPL Financial
75 State Street
Boston, MA 02109
12.94%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
12.68%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
8.71%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
7.40%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.44%
INVESCO S&P MIDCAP 400® EQUAL WEIGHT ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
30.94%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
20.43%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
7.92%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
7.07%
LPL Financial
75 State Street
Boston, MA 02109
5.11%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
5.08%
64

 INVESCO S&P MIDCAP 400® PURE GROWTH ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
21.83%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
17.59%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
8.16%
LPL Financial
75 State Street
Boston, MA 02109
6.39%
Manufacturers and Traders Trust Company
One M and T Plaza, 3rd Fl.
Buffalo, NY 14203
6.32%
INVESCO S&P MIDCAP 400® PURE VALUE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
20.14%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
16.18%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
14.89%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.92%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
5.93%
LPL Financial
75 State Street
Boston, MA 02109
5.42%
INVESCO S&P MIDCAP MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
15.58%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.17%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
12.71%
Morgan Stanley
1585 Broadway
New York, NY 10036
9.41%
65

INVESCO S&P MIDCAP MOMENTUM ETF (continued)
Name & Address
% Owned
LPL Financial
75 State Street
Boston, MA 02109
7.98%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
7.83%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.34%
INVESCO S&P MIDCAP QUALITY ETF
Name & Address
% Owned
LPL Financial
75 State Street
Boston, MA 02109
17.04%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
12.55%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
12.45%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
11.52%
Morgan Stanley
1585 Broadway
New York, NY 10036
11.24%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
10.74%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
8.45%
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
5.71%
INVESCO S&P MIDCAP VALUE WITH MOMENTUM ETF
Name & Address
% Owned
Raymond, James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
28.56%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
11.57%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
9.95%
LPL Financial
75 State Street
Boston, MA 02109
9.80%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
8.34%
66

INVESCO S&P MIDCAP VALUE WITH MOMENTUM ETF (continued)
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
7.36%
Morgan Stanley
1585 Broadway
New York, NY 10036
5.52%
INVESCO S&P SMALLCAP 600® EQUAL WEIGHT ETF
Name & Address
% Owned
Morgan Stanley
1585 Broadway
New York, NY 10036
22.44%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
20.22%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.37%
LPL Financial
75 State Street
Boston, MA 02109
9.05%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.69%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
6.58%
INVESCO S&P SMALLCAP 600® PURE GROWTH ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
26.88%
National Financial Services LLC
200 Liberty Street
New York, NY 10281%
14.88%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
10.33%
LPL Financial
75 State Street
Boston, MA 02109
8.20%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
5.34%
INVESCO S&P SMALLCAP 600® PURE VALUE ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
19.16%
67

INVESCO S&P SMALLCAP 600® PURE VALUE ETF (continued)
Name & Address
% Owned
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
13.16%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
11.01%
Northern Trust
50 S. La Salle
Chicago, IL 60603
7.81%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.93%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.83%
INVESCO S&P SMALLCAP MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
23.41%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
22.65%
LPL Financial
75 State Street
Boston, MA 02109
12.58%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
9.73%
Morgan Stanley
1585 Broadway
New York, NY 10036
7.62%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.40%
 INVESCO S&P SMALLCAP VALUE WITH MOMENTUM ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
16.18%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
13.65%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
13.63%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
10.37%
LPL Financial
75 State Street
Boston, MA 02109
9.15%
68

 INVESCO S&P SMALLCAP VALUE WITH MOMENTUM ETF (continued)
Name & Address
% Owned
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
8.87%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
5.36%
INVESCO S&P SPIN-OFF ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
19.98%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
13.04%
National Financial Services LLC
200 Liberty Street
New York, NY 10281
12.62%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
9.83%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.32%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.39%
INVESCO WATER RESOURCES ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
12.72%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
12.38%
Morgan Stanley
1585 Broadway
New York, NY 10036
7.91%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.98%
UBS Financial
1200 Harbor Blvd. Dte. 6
Weehawken, NJ 07086
5.26%
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
5.18%
69

INVESCO WILDERHILL CLEAN ENERGY ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
15.48%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
11.15%
Citibank
399 Park Avenue
New York, NY 10043
10.24%
Morgan Stanley
1585 Broadway
New York, NY 10036
6.99%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.34%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
5.18%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
5.11%
INVESCO ZACKS MID-CAP ETF
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
16.87%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
14.02%
LPL Financial
75 State Street
Boston, MA 02109
11.46%
American Enterprise Investment Services Inc.
707 2nd Avenue S.
Minneapolis, MN 55402
11.06%
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
9.44%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
6.89%
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
6.81%
INVESCO ZACKS MULTI-ASSET INCOME ETF
Name & Address
% Owned
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
22.04%
70

INVESCO ZACKS MULTI-ASSET INCOME ETF (continued)
Name & Address
% Owned
National Financial Services LLC
200 Liberty Street
New York, NY 10281
14.52%
Morgan Stanley
1585 Broadway
New York, NY 10036
10.35%
Wells Fargo
420 Montgomery Street
San Francisco, CA 94104
7.30%
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
6.81%
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
6.22%
Raymond, James & Associates, Inc.
880 Carillion Parkway
St. Petersburg, FL 33716
5.16%
Shareholder Communications. Shareholders may send communications to the Trust's Board by addressing the communications directly to the Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members). Shareholders may send the communication to either the Trust's office or directly to such Board members at the address specified for each Trustee. Management will review and generally respond to other shareholder communications the Trust receives that are not directly addressed and sent to the Board. Such communications will be forwarded to the Board at management's discretion based on the matters contained therein.
Investment Adviser. The Adviser provides investment tools and portfolios for advisers and investors. The Adviser is committed to theoretically sound portfolio construction and empirically verifiable investment management approaches. Its asset management philosophy and investment discipline is rooted deeply in the application of intuitive factor analysis and model implementation to enhance investment decisions.
The Adviser acts as investment adviser for, and manages the investment and reinvestment of, the assets of the Funds. The Adviser also administers the Trust's business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services, and permits any of its officers or employees to serve without compensation as Trustees or officers of the Trust if elected to such positions.
Invesco Capital Management LLC, organized February 7, 2003, is located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515.
Invesco Ltd. is the parent company of Invesco Capital Management LLC, and is located at Two Peachtree Pointe, 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Invesco Ltd. and its subsidiaries are an independent global investment management group.
Portfolio Managers. The Adviser uses a team of portfolio managers (the “Portfolio Managers”), investment strategists and other investment specialists. This team approach brings together many disciplines and leverages the Adviser’s extensive resources. Peter Hubbard oversees all research, portfolio management and trading operations of the Adviser. In this capacity, he oversees a team of the Portfolio Managers responsible for the day-to-day management of the Funds. Mr. Hubbard receives management assistance from Tom Boksa, Pratik Doshi, David Hemming, Michael Jeanette, Gary Jones, Gregory Meisenger, Richard Ose, Theodore Samulowitz and Tony Seisser.
As of April 30, 2021, Mr. Hubbard managed 204 registered investment companies with approximately $164.3 billion in assets, 71 other pooled investment vehicles with approximately $195.7 billion in assets and 1 other account with approximately $588.9 million in assets.
71

As of April 30, 2021, Mr. Boksa managed 6 registered investment companies with approximately $9.3 billion in assets, 14 other pooled investment vehicles with approximately $1.2 billion in assets and no other accounts.
As of April 30, 2021, Mr. Doshi managed 43 registered investment companies with approximately $31.3 billion in assets, 44 other pooled investment vehicles with approximately $171.2 billion in assets and 1 other account with approximately $588.9 million in assets.
As of April 30, 2021, Mr. Hemming managed 3 registered investment companies with approximately $5.1 billion in assets, 11 other pooled investment vehicles with approximately $4.8 billion in assets and no other accounts.
As of April 30, 2021, Mr. Jeanette managed 147 registered investment companies with approximately $118.1 billion in assets, 44 other pooled investment vehicles with approximately $171.2 billion in assets and 1 other account with approximately $588.9 million in assets.
As of April 30, 2021, Mr. Jones managed 21 registered investment companies with approximately $26.8 billion in assets, no other pooled investment vehicles and no other accounts.
As of April 30, 2021, Mr. Meisenger managed 37 registered investment companies with approximately $14.2 billion in assets, no other pooled investment vehicles and no other accounts.
As of April 30, 2021, Mr. Ose managed 11 registered investment companies with approximately $14.8 billion in assets, 10 other pooled investment vehicles with approximately $1.2 billion in assets and no other accounts.
As of April 30, 2021, Mr. Samulowitz managed 4 registered investment companies with approximately $5.2 billion in assets, 11 other pooled investment vehicles with approximately $4.8 billion in assets and no other accounts.
As of April 30, 2021, Mr. Seisser managed 143 registered investment companies with approximately $118.1 billion in assets, 44 other pooled investment vehicles with approximately $171.2 billion in assets and 1 other account with approximately $588.9 million in assets.
To the extent that any of these registered investment companies, other pooled investment vehicles or other accounts pay advisory fees that are based on performance (“performance-based fees”), information on those accounts is specifically broken out.  
Although the funds that the Portfolio Managers manage may have different investment strategies, the Adviser does not believe that management of the different funds presents a material conflict of interest for the Portfolio Manager or the Adviser.
Description of Compensation Structure. The Portfolio Managers are compensated with a fixed salary amount by the Adviser. The Portfolio Managers are eligible, along with other senior employees of the Adviser, to participate in a year-end discretionary bonus pool. The Compensation Committee of the Adviser will review management bonuses and, depending upon the size, the Compensation Committee may approve the bonus in advance. There is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.
Portfolio Holdings. As of April 30, 2021, Messrs. Doshi, Hemming, Hubbard, Jones, Meisenger, Ose, Samulowitz and Seisser did not own any securities of the Funds.
The portfolio holdings of Messrs. Boksa and Jeanette as of April 30, 2021, in the Funds for which they serve as a portfolio manager are shown below.
Tom Boksa
Dollar Range
Fund
$1 to
$10,000
$10,001 to
$50,000
$50,001 to
$100,000
$100,001 to
$500,000
$500,001 to
$1,000,000
over
$1,000,000
Invesco S&P 500® Pure Value ETF
X
 
 
 
 
 
72

Tom Boksa
Dollar Range
Fund
$1 to
$10,000
$10,001 to
$50,000
$50,001 to
$100,000
$100,001 to
$500,000
$500,001 to
$1,000,000
over
$1,000,000
Invesco S&P 500® Quality ETF
 
X
 
 
 
 
Invesco S&P 500® Equal Weight ETF
 
 
X
 
 
 
Michael Jeanette
Dollar Range
Fund
$1 to
$10,000
$10,001 to
$50,000
$50,001 to
$100,000
$100,001 to
$500,000
$500,001 to
$1,000,000
over
$1,000,000
Invesco Dynamic Large Cap Value ETF
 
 
X
 
 
 
Investment Advisory Agreement.  Pursuant to an Investment Advisory Agreement between the Adviser and the Trust, each Fund has agreed to pay to the Adviser for its services an annual fee equal to a percentage of its average daily net assets as set forth in the chart below (the “Advisory Fee”).
Fund
Advisory Fee
Invesco Aerospace & Defense ETF
0.50%
Invesco BuyBack Achievers ETF
0.50%
Invesco Dividend Achievers ETF
0.40%
Invesco Dow Jones Industrial Average Dividend ETF (1)
0.07%
Invesco DWA Basic Materials Momentum ETF
0.50%
Invesco DWA Consumer Cyclicals Momentum ETF
0.50%
Invesco DWA Consumer Staples Momentum ETF
0.50%
Invesco DWA Energy Momentum ETF
0.50%
Invesco DWA Financial Momentum ETF
0.50%
Invesco DWA Healthcare Momentum ETF
0.50%
Invesco DWA Industrials Momentum ETF
0.50%
Invesco DWA Momentum ETF
0.50%
Invesco DWA Technology Momentum ETF
0.50%
Invesco DWA Utilities Momentum ETF
0.50%
Invesco Dynamic Biotechnology & Genome ETF
0.50%
Invesco Dynamic Building & Construction ETF
0.50%
Invesco Dynamic Energy Exploration & Production ETF
0.50%
Invesco Dynamic Food & Beverage ETF
0.50%
Invesco Dynamic Large Cap Growth ETF
0.50%
Invesco Dynamic Large Cap Value ETF
0.50%
Invesco Dynamic Leisure and Entertainment ETF
0.50%
Invesco Dynamic Market ETF
0.50%
Invesco Dynamic Media ETF
0.50%
Invesco Dynamic Networking ETF
0.50%
Invesco Dynamic Oil & Gas Services ETF
0.50%
Invesco Dynamic Pharmaceuticals ETF
0.50%
Invesco Dynamic Semiconductors ETF
0.50%
Invesco Dynamic Software ETF
0.50%
Invesco Financial Preferred ETF
0.50%
Invesco FTSE RAFI US 1000 ETF
0.29%
Invesco FTSE RAFI US 1500 Small-Mid ETF
0.29%
Invesco Global Listed Private Equity ETF
0.50%
Invesco Golden Dragon China ETF
0.50%
Invesco High Yield Equity Dividend Achievers ETF
0.40%
Invesco International Dividend Achievers ETF
0.40%
Invesco MSCI Sustainable Future ETF
0.50%
73

Fund
Advisory Fee
Invesco NASDAQ Internet ETF
0.60%
Invesco Raymond James SB-1 Equity ETF
0.75%
Invesco S&P 100 Equal Weight ETF 
0.25%
Invesco S&P 500 BuyWrite ETF (2)
0.49%
Invesco S&P 500® Equal Weight ETF
0.20%
Invesco S&P 500® Equal Weight Communication Services ETF
0.40%
Invesco S&P 500® Equal Weight Consumer Discretionary ETF
0.40%
Invesco S&P 500® Equal Weight Consumer Staples ETF
0.40%
Invesco S&P 500® Equal Weight Energy ETF
0.40%
Invesco S&P 500® Equal Weight Financials ETF
0.40%
Invesco S&P 500® Equal Weight Health Care ETF
0.40%
Invesco S&P 500® Equal Weight Industrials ETF
0.40%
Invesco S&P 500® Equal Weight Materials ETF
0.40%
Invesco S&P 500® Equal Weight Real Estate ETF
0.40%
Invesco S&P 500® Equal Weight Technology ETF
0.40%
Invesco S&P 500® Equal Weight Utilities ETF
0.40%
Invesco S&P 500 GARP ETF
0.29%
Invesco S&P 500® Pure Growth ETF
0.35%
Invesco S&P 500® Pure Value ETF
0.35%
Invesco S&P 500® Quality ETF (3)
0.15%
Invesco S&P 500® Top 50 ETF
0.20%
Invesco S&P 500 Value with Momentum ETF
0.29%
Invesco S&P MidCap 400® Equal Weight ETF
0.40%
Invesco S&P MidCap 400® Pure Growth ETF
0.35%
Invesco S&P MidCap 400® Pure Value ETF
0.35%
Invesco S&P MidCap Momentum ETF
0.29%
Invesco S&P MidCap Quality ETF (2)
0.25%
Invesco S&P MidCap Value with Momentum ETF
0.29%
Invesco S&P SmallCap 600® Equal Weight ETF
0.40%
Invesco S&P SmallCap 600® Pure Growth ETF
0.35%
Invesco S&P SmallCap 600® Pure Value ETF
0.35%
Invesco S&P SmallCap Momentum ETF
0.29%
Invesco S&P SmallCap Value with Momentum ETF
0.29%
Invesco S&P Spin-Off ETF
0.50%
Invesco Water Resources ETF
0.50%
Invesco WilderHill Clean Energy ETF
0.50%
Invesco Zacks Mid-Cap ETF
0.50%
Invesco Zacks Multi-Asset Income ETF
0.50%
(1)
Prior to August 20, 2018, the Fund’s Advisory Fee was 0.30%. Effective August 20, 2018, the Adviser voluntarily agreed to permanently waive a portion of the Fund’s Advisory Fee. After giving effect to such waiver, the net unitary Advisory Fee was 0.07%. Effective September 24, 2018, the Fund’s Advisory Fee was reduced from 0.30% to 0.07%.
(2)
Prior to July 1, 2018, the Fund’s Advisory Fee was 0.75% of the Fund’s average daily net assets.
(3)
Prior to August 20, 2018, the Fund’s Advisory Fee was 0.29%. Effective August 20, 2018, the Adviser voluntarily agreed to permanently waive a portion of the Fund’s Advisory Fee. After giving effect to such waiver, the net Advisory Fee was 0.15%. Effective September 24, 2018, the Fund’s Advisory Fee was reduced from 0.29% to 0.15%.
The Advisory Fee paid by each of Invesco Dow Jones Industrial Average Dividend ETF, Invesco NASDAQ Internet ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P 500 BuyWrite ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Communication Services ETF, Invesco S&P 500® Equal
74

Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500® Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco S&P SmallCap 600® Pure Growth ETF and Invesco S&P SmallCap 600® Pure Value ETF to the Adviser set forth in the table above is an annual unitary management fee. Out of the unitary management fee, the Adviser pays for substantially all expenses of each such Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses, Acquired Fund Fees and Expenses, if any, and other extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser).
Each Fund (except Invesco Dow Jones Industrial Average Dividend ETF, Invesco NASDAQ Internet ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P 500 BuyWrite ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Communication Services ETF, Invesco S&P 500® Equal Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500® Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco S&P SmallCap 600® Pure Growth ETF and Invesco S&P SmallCap 600® Pure Value ETF) is responsible for all its own expenses, including, but not limited to, the Advisory Fee, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses connected with executions of portfolio transactions, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, Acquired Fund Fees and Expenses, if any, fees payable to the Trust’s Board members and officers who are not “interested persons” of the Trust or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for those members of the Board who are not “interested persons” of the Trust or the Adviser and extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser).
The Trust and the Adviser have entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) on behalf of each Fund listed in the following table pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of each such Fund (excluding interest expenses, sub-licensing fees, offering costs (as defined below), brokerage commissions and other trading expenses, taxes, Acquired Fund Fees and Expenses, if applicable, and extraordinary expenses) from exceeding the percentage of its average daily net assets per year, as set forth in the chart below (each, an “Expense Cap”), at least until August 31, 2023.
Fund
Expense Cap
Invesco Aerospace & Defense ETF
0.60%
Invesco BuyBack Achievers ETF
0.60%
Invesco Dividend Achievers ETF
0.50%
Invesco DWA Basic Materials Momentum ETF(1)
0.60%
Invesco DWA Consumer Cyclicals Momentum ETF(1)
0.60%
Invesco DWA Consumer Staples Momentum ETF(1)
0.60%
75

Fund
Expense Cap
Invesco DWA Energy Momentum ETF(1)
0.60%
Invesco DWA Financial Momentum ETF(1)
0.60%
Invesco DWA Healthcare Momentum ETF(1)
0.60%
Invesco DWA Industrials Momentum ETF(1)
0.60%
Invesco DWA Momentum ETF
0.60%
Invesco DWA Technology Momentum ETF(1)
0.60%
Invesco DWA Utilities Momentum ETF(1)
0.60%
Invesco Dynamic Biotechnology & Genome ETF
0.60%
Invesco Dynamic Building & Construction ETF
0.60%
Invesco Dynamic Energy Exploration & Production ETF
0.60%
Invesco Dynamic Food & Beverage ETF
0.60%
Invesco Dynamic Large Cap Growth ETF
0.60%
Invesco Dynamic Large Cap Value ETF
0.60%
Invesco Dynamic Leisure and Entertainment ETF
0.60%
Invesco Dynamic Market ETF(2)
0.60%
Invesco Dynamic Media ETF
0.60%
Invesco Dynamic Networking ETF
0.60%
Invesco Dynamic Oil & Gas Services ETF
0.60%
Invesco Dynamic Pharmaceuticals ETF
0.60%
Invesco Dynamic Semiconductors ETF
0.60%
Invesco Dynamic Software ETF
0.60%
Invesco Financial Preferred ETF
0.60%
Invesco FTSE RAFI US 1000 ETF(1)
0.39%
Invesco FTSE RAFI US 1500 Small-Mid ETF(1)
0.39%
Invesco Global Listed Private Equity ETF
0.60%
Invesco Golden Dragon China ETF
0.60%
Invesco High Yield Equity Dividend Achievers ETF
0.50%
Invesco International Dividend Achievers ETF
0.50%
Invesco MSCI Sustainable Future ETF
0.60%
Invesco S&P 100 Equal Weight ETF (1)
0.25%
Invesco S&P 500 GARP ETF(1)
0.39%
Invesco S&P 500® Quality ETF (1)(3)
0.15%
Invesco S&P 500 Value with Momentum ETF(1)
0.39%
Invesco S&P MidCap Momentum ETF(1)
0.39%
Invesco S&P MidCap Quality ETF (1)
0.25%
Invesco S&P MidCap Value with Momentum ETF(1)
0.39%
Invesco S&P SmallCap Momentum ETF(1)
0.39%
Invesco S&P SmallCap Value with Momentum ETF(1)
0.39%
Invesco S&P Spin-Off ETF
0.60%
Invesco Water Resources ETF
0.60%
Invesco WilderHill Clean Energy ETF
0.60%
Invesco Zacks Mid-Cap ETF
0.60%
Invesco Zacks Multi-Asset Income ETF
0.60%
(1)
Sub-licensing fees are covered by the Expense Cap for the Fund.
(2)
Sub-licensing fees and offering costs are covered by the Expense Cap for the Fund.
(3)
Prior to August 20, 2018, the Fund’s Expense Cap was 0.29%.
76

The offering costs excluded from the Expense Cap for each Fund, as applicable, are: (a) initial legal fees pertaining to Shares offered for sale; (b) initial SEC and state registration fees; and (c) initial fees paid to be listed on an exchange.
The Expense Agreement provides that for each Fund (except Invesco Dynamic Market ETF), the fees waived and/or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fees were waived or the expenses were incurred, but no recapture payment will be made by the Fund if it would result in the Fund exceeding (i) the Expense Cap or (ii) the expense cap in effect at the time the fees and/or expenses subject to recapture were waived and/or borne by the Adviser. For Invesco Dynamic Market ETF, the expenses borne by the Adviser are not subject to recapture by the Adviser.
The Funds may invest in money market funds that are managed by affiliates of the Adviser and other funds (including ETFs) managed by the Adviser or affiliates of the Adviser (collectively, “Underlying Affiliated Investments”). The indirect portion of the advisory fees that the Funds incur through such Underlying Affiliated Investments is in addition to the Advisory Fee payable to the Adviser by the Funds. Therefore, the Adviser has agreed to waive the Advisory Fee payable by each Fund in an amount equal to the lesser of: (i) 100% of the net advisory fees earned by the Adviser or an affiliate of the Adviser that are attributable to each Fund’s Underlying Affiliated Investments or (ii) the Advisory Fee available to be waived. These waivers do not apply to the Fund’s investment of cash collateral received for securities lending. These waivers are in place through at least August 31, 2023, and there is no guarantee that the Adviser will extend them past that date.
A Fund’s operating expenses used in determining whether the Fund meets or exceeds its Expense Cap do not include any “Acquired Fund Fees and Expenses” borne directly by the Fund. Acquired Fund Fees and Expenses reflect the pro rata share of the fees and expenses, including management fees, of the investment company or companies in which a Fund invests. While such expenses are not direct operating expenses of a Fund, the Fund is required to include any Acquired Fund Fees and Expenses in the “Total Annual Fund Operating Expenses” line item shown in the fee table in the Fund’s summary section of the Prospectus. As a result, the “Total Annual Fund Operating Expenses After Fee Waivers and Expense Assumption” line item displayed in the fee table in the Fund’s summary section of the Prospectus may exceed the Fund’s Expense Cap.
The aggregate amount of the Advisory Fees paid by each Fund to the Adviser and the aggregate amount of Advisory Fees waived by the Adviser (net of expenses reimbursed to the Adviser under the Expense Agreement) for each Fund during the fiscal years ended April 30, 2019, 2020 and 2021, or as otherwise indicated, are set forth in the chart below.
Fund
Advisory Fees Paid for the
Fiscal Year Ended
(Waivers) and/or Recaptured for the
Fiscal Year Ended
2019
2020
2021
2019
2020
2021
Invesco Aerospace & Defense ETF
$4,702,920
$5,075,824
$3,465,596
$(1,300)
$(1,972)
$(888)
Invesco BuyBack Achievers ETF
$6,378,251
$5,741,679
$4,576,061
$(2,143)
$(2,337)
$(1,187)
Invesco Dividend Achievers ETF
$1,199,023
$1,210,459
$1,792,518
$(548)
$(740)
$(466)
Invesco Dow Jones Industrial Average Dividend ETF (2)
$41,367
$55,010
$74,094
$(3,250)
$(183)
$(199)
Invesco DWA Basic Materials Momentum ETF
$425,449
$257,605
$276,799
$(132,810)
$(90,722)
$(120,420)
Invesco DWA Consumer Cyclicals Momentum ETF
$263,879
$193,238
$280,320
$(107,760)
$(80,603)
$(113,699)
Invesco DWA Consumer Staples Momentum ETF
$747,592
$786,832
$554,025
$(161,293)
$(165,742)
$(164,221)
Invesco DWA Energy Momentum ETF
$431,622
$164,715
$238,285
$(132,817)
$(80,340)
$(117,221)
Invesco DWA Financial Momentum ETF
$194,242
$262,884
$173,001
$(75,711)
$(54,088)
$(75,792)
Invesco DWA Healthcare Momentum ETF
$1,190,901
$750,068
$2,925,445
$(224,675)
$(184,543)
$(426,645)
Invesco DWA Industrials Momentum ETF
$525,421
$494,582
$683,919
$(39,696)
$(14,746)
$(60,997)
Invesco DWA Momentum ETF
$7,474,101
$7,906,611
$8,687,287
$(2,155)
$(2,677)
$(878)
Invesco DWA Technology Momentum ETF
$680,207
$1,046,000
$1,452,809
$(161,738)
$(178,584)
$(256,052)
Invesco DWA Utilities Momentum ETF
$517,909
$978,463
$310,577
$(135,984)
$(175,520)
$(131,769)
Invesco Dynamic Biotechnology & Genome ETF
$1,372,674
$1,135,432
$1,264,827
$(452)
$(388)
$(319)
Invesco Dynamic Building & Construction ETF
$878,742
$530,047
$771,974
$(380)
$(300)
$(162)
Invesco Dynamic Energy Exploration & Production ETF
$383,290
$130,261
$122,339
$(7,210)
$(55,956)
$(77,547)
Invesco Dynamic Food & Beverage ETF
$367,527
$345,517
$359,694
$(16,236)
$(247)
$(32,828)
77

Fund
Advisory Fees Paid for the
Fiscal Year Ended
(Waivers) and/or Recaptured for the
Fiscal Year Ended
2019
2020
2021
2019
2020
2021
Invesco Dynamic Large Cap Growth ETF
$3,314,831
$3,575,053
$3,652,439
$(653)
$(421)
$(367)
Invesco Dynamic Large Cap Value ETF
$6,255,455
$4,790,662
$3,373,183
$(1,706)
$(1,533)
$(699)
Invesco Dynamic Leisure and Entertainment ETF
$590,580
$269,516
$3,351,858
$16,776
$(31,386)
$(386)
Invesco Dynamic Market ETF
$813,705
$710,578
$628,514
$(329)
$(1,016)
$(31,021)
Invesco Dynamic Media ETF
$297,365
$270,447
$252,473
$(24,788)
$(14,458)
$(45,507)
Invesco Dynamic Networking ETF
$341,513
$311,674
$251,883
$(10,342)
$(9,149)
$(48,182)
Invesco Dynamic Oil & Gas Services ETF
$135,932
$57,639
$75,110
$(53,706)
$(48,044)
$(81,309)
Invesco Dynamic Pharmaceuticals ETF
$2,589,176
$1,838,459
$1,755,473
$(574)
$(1,537)
$(306)
Invesco Dynamic Semiconductors ETF
$1,210,781
$1,011,179
$1,837,107
$(545)
$(433)
$(303)
Invesco Dynamic Software ETF
$1,370,219
$2,407,148
$2,820,132
$30,250
$(440)
$(455)
Invesco Financial Preferred ETF
$7,405,390
$7,557,346
$8,314,208
$(10,761)
$(21,857)
$(8,720)
Invesco FTSE RAFI US 1000 ETF
$15,160,982
$15,110,920
$12,321,498
$(281,921)
$(175,965)
$(394,776)
Invesco FTSE RAFI US 1500 Small-Mid ETF
$5,925,397
$5,399,055
$4,775,040
$(186,219)
$(140,554)
$(183,358)
Invesco Global Listed Private Equity ETF
$1,195,293
$1,009,464
$874,269
$(46,624)
$(28,285)
$(11,390)
Invesco Golden Dragon China ETF
$1,071,033
$922,054
$1,151,708
$12,008
$(4,370)
($457)
Invesco High Yield Equity Dividend Achievers ETF
$3,043,464
$3,382,159
$2,854,332
$(1,114)
$(1,672)
$(1,142)
Invesco International Dividend Achievers ETF
$3,059,855
$2,828,931
$2,073,816
$(1,122)
$(1,063)
$(466)
Invesco MSCI Sustainable Future ETF
$816,552
$1,012,819
$1,815,936
$43,159
$(204)
$(4,692)
Invesco NASDAQ Internet ETF (2)
$3,581,189
$3,214,787
$5,379,136
$(292)
$(297)
$(318)
Invesco Raymond James SB-1 Equity ETF (1)(2)
$850,297
$1,109,093
$886,394
$(490)
$(308)
$(78)
Invesco S&P 100 Equal Weight ETF
$151,948
$148,598
$168,215
$(100,450)
$(83,466)
$(102,453)
Invesco S&P 500 BuyWrite ETF (2)
$1,736,106
$1,384,298
$848,636
$(273)
$(517)
$(84)
Invesco S&P 500® Equal Weight ETF (2)
$30,141,548
$30,795,468
$32,415,604
$(21,448)
$(17,076)
$(8,500)
Invesco S&P 500® Equal Weight Communication Services ETF (2)(3)
$17,367
$97,376
$101,775
$(15)
$(25)
$(15)
Invesco S&P 500® Equal Weight Consumer Discretionary ETF (2)
$401,110
$338,267
$1,240,051
$(131)
$(92)
$(90)
Invesco S&P 500® Equal Weight Consumer Staples ETF (2)
$1,836,074
$1,892,604
$1,991,601
$(688)
$(599)
$(378)
Invesco S&P 500® Equal Weight Energy ETF (2)
$1,003,847
$509,415
$359,028
$(289)
$(133)
$(120)
Invesco S&P 500® Equal Weight Financials ETF (2)
$1,424,975
$1,025,357
$766,579
$(595)
$(291)
$(140)
Invesco S&P 500® Equal Weight Health Care ETF (2)
$2,736,345
$2,906,856
$2,971,326
$(656)
$(437)
$(291)
Invesco S&P 500® Equal Weight Industrials ETF (2)
$957,516
$845,096
$1,348,583
$(290)
$(221)
$(196)
Invesco S&P 500® Equal Weight Materials ETF (2)
$586,922
$521,435
$1,261,135
$(228)
$(168)
$(307)
Invesco S&P 500® Equal Weight Real Estate ETF (2)
$84,354
$151,301
$86,460
$(34)
$(64)
$(19)
Invesco S&P 500® Equal Weight Technology ETF (2)
$6,642,171
$6,766,601
$8,175,612
$(1,574)
$(2,525)
$(956)
Invesco S&P 500® Equal Weight Utilities ETF (2)
$866,815
$1,480,758
$933,564
$(333)
$(656)
$(276)
Invesco S&P 500 GARP ETF
$732,879
$931,643
$737,119
$(369)
$(458)
$(207)
Invesco S&P 500® Pure Growth ETF (2)
$8,398,311
$9,198,243
$8,978,872
$(1,608)
$(2,894)
$(719)
Invesco S&P 500® Pure Value ETF (2)
$3,202,836
$3,057,387
$3,469,047
$(1,606)
$(1,397)
$(817)
Invesco S&P 500® Quality ETF
$2,764,621
$2,368,012
$3,395,551
$(845,827)
$(945,302)
$(996,442)
Invesco S&P 500® Top 50 ETF (2)
$1,492,502
$1,741,897
$3,186,724
$(862)
$(1,179)
$(889)
Invesco S&P 500 Value with Momentum ETF
$293,128
$156,637
$95,995
$(24,914)
$(25,287)
$(58,147)
Invesco S&P MidCap 400® Equal Weight ETF (2)
$407,610
$340,494
$319,404
$(118)
$(114)
$(62)
Invesco S&P MidCap 400® Pure Growth ETF (2)
$1,990,495
$1,359,377
$1,227,739
$(705)
$(443)
$(221)
Invesco S&P MidCap 400® Pure Value ETF (2)
$407,005
$457,180
$271,374
$(693)
$(179)
$(59)
Invesco S&P MidCap Momentum ETF
$887,750
$1,782,839
$2,243,869
$101,391
$(884)
$(554)
Invesco S&P MidCap Quality ETF
$60,624
$62,835
$242,740
$(88,365)
$(73,306)
$(120,756)
Invesco S&P MidCap Value with Momentum ETF
$139,938
$162,565
$178,792
$(44,978)
$(20,667)
$(46,319)
Invesco S&P SmallCap 600® Equal Weight ETF (2)
$148,410
$117,522
$122,622
$(32)
$(32)
$(16)
Invesco S&P SmallCap 600® Pure Growth ETF (2)
$1,032,676
$646,367
$420,865
$(208)
$(106)
$(60)
Invesco S&P SmallCap 600® Pure Value ETF (2)
$633,238
$590,967
$565,201
$(256)
$(206)
$(59)
Invesco S&P SmallCap Momentum ETF
$233,272
$237,158
$341,534
$(38,107)
$(5,227)
$(12,217)
Invesco S&P SmallCap Value with Momentum ETF
$215,742
$215,109
$316,105
$(36,121)
$(3,048)
$(21,760)
Invesco S&P Spin-Off ETF
$905,308
$534,765
$327,165
$14,191
$(480)
$(20,111)
78

Fund
Advisory Fees Paid for the
Fiscal Year Ended
(Waivers) and/or Recaptured for the
Fiscal Year Ended
2019
2020
2021
2019
2020
2021
Invesco Water Resources ETF
$4,215,575
$5,082,781
$6,122,313
$(1,681)
$(2,140)
$(1,453)
Invesco WilderHill Clean Energy ETF
$566,379
$1,024,140
$7,201,400
$(16,898)
$(490)
$(884)
Invesco Zacks Mid-Cap ETF
$1,265,401
$1,408,028
$1,132,461
$(115,956)
$(70,160)
$(527)
Invesco Zacks Multi-Asset Income ETF
$1,311,014
$993,085
$612,265
$(145,107)
$(70,180)
$(293)
(1)
Effective April 30, 2019, the Fund’s fiscal year end changed from August 31 to April 30. The information presented is for the fiscal period September 1, 2018 through April 30, 2019, and the fiscal years ended April 30, 2020 and 2021. During the fiscal year ended August 31, 2018, the advisory fees paid were $1,345,917 and the amount of waivers was $12. All expenses paid and all fees waived prior to the Reorganization of the Fund's Predecessor Fund are not subject to recapture.
(2)
The Fund is not included in the Expense Agreement and instead pays an annual unitary management fee to the Adviser, out of which the Adviser pays substantially all of the Fund’s expenses. Any waivers are from fees the Adviser receives in amounts equal to indirect fees that the Fund incurs through its investments in affiliated money market funds.
(3)
The Fund’s inception date was November 7, 2018, and therefore the information presented for the 2019 fiscal year is for the period from inception through April 30, 2019.
Under the Investment Advisory Agreement, the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the performance of the Investment Advisory Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The Investment Advisory Agreement continues in effect only if approved annually by the Board, including a majority of the Independent Trustees. The Investment Advisory Agreement terminates automatically upon assignment and is terminable at any time without penalty as to a Fund by the Board, including a majority of the Independent Trustees, or by vote of the holders of a majority of that Fund’s outstanding voting securities on 60 days’ written notice to the Adviser, or by the Adviser on 60 days’ written notice to the Fund.
Payments to Financial Intermediaries. The Adviser, the Distributor and/or their affiliates may enter into contractual arrangements with certain broker-dealers, banks and other financial intermediaries (each, an “Intermediary” and together, the “Intermediaries”) that the Adviser, the Distributor and/or their affiliates believe may benefit the Funds. Pursuant to such arrangements, the Adviser, the Distributor and/or their affiliates may provide cash payments or non-cash compensation, from their own assets and not from the assets of the Funds, to Intermediaries for certain activities that are designed to make registered representatives and other professionals more knowledgeable about exchange-traded products, including each Fund; or for other activities, such as marketing, presentations, educational training programs, conferences, data collection and provision, technology support, the development of technology platforms and reporting systems, and providing their customers with access to the Funds via online platforms.
Any payments made pursuant to such arrangements may vary in any year and may be different for different Intermediaries. In certain cases, the payments described here may be subject to certain minimum payment levels. Although a portion of the Adviser’s revenue comes directly or indirectly in part from fees paid by the Funds, payments to Intermediaries are not financed by the Funds and therefore do not increase the price paid by investors for the purchase of shares of, or the cost of owning, a Fund or reduce the amount received by a shareholder as proceeds from the redemption of Shares. As a result, such payments are not reflected in the fees and expenses listed in the fees and expenses sections of the Funds’ Prospectuses.
The Adviser periodically assesses the advisability of continuing to make these payments. Payments to an Intermediary may be significant to that Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional, if any, may also be significant to such adviser, broker or investment professional. Because an Intermediary may make decisions about what investment options it will make available or recommend, and what services to provide in connection with various products, based on payments it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary and its clients. For example, these financial incentives may cause the Intermediary to
79

recommend the Funds over other investments. The same conflict of interest exists with respect to your financial adviser, broker or investment professionals if he or she receives similar payments from his or her intermediary firm.
As of the date of this SAI, as amended or supplemented from time to time, the Intermediaries receiving such payments include CLS Investments, LLC, LPL Financial, Morgan Stanley Smith Barney LLC, Pershing LLC, Riskalyze, Inc. and TD Ameritrade. Any modifications to this list of financial intermediaries that have occurred since the date of this SAI are not reflected in this list.
Please contact your salesperson, adviser, broker or other investment professional for more information regarding any such payments or financial incentives his or her intermediary firm may receive. Any payments made, or financial incentives offered, by the Adviser, Distributor and/or their affiliates to an Intermediary may create the incentive for the Intermediary to encourage customers to buy Shares.
Administrator. BNYM serves as administrator for the Funds. Its principal address is 240 Greenwich Street, New York, NY 10286.
BNYM serves as Administrator for the Funds pursuant to a fund administration and accounting agreement (the “Administrative Services Agreement”) with the Trust. Under the Administrative Services Agreement, BNYM is obligated, on a continuous basis, to provide such administrative services as the Board reasonably deems necessary for the proper administration of the Trust and the Funds. BNYM will generally assist in many aspects of the Trust's and the Funds' operations, including accounting, bookkeeping and record keeping services (including, without limitation, the maintenance of such books and records as are required under the 1940 Act and the rules thereunder, except as maintained by other service providers); assist in preparing reports to shareholders or investors; prepare and file tax returns; supply financial information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities; and supply supporting documentation for meetings of the Board.
Pursuant to the Administrative Services Agreement, the Trust has agreed to indemnify the Administrator for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from negligence or willful misconduct in the performance of its duties.
As compensation for the foregoing services, BNYM receives certain out-of-pocket costs and asset-based fees which are accrued daily and paid monthly to the Adviser from the Advisory Fee for the following unitary fee Funds: Invesco Dow Jones Industrial Average Dividend ETF, Invesco NASDAQ Internet ETF, Invesco Raymond James SB-1 Equity ETF, Invesco S&P 500 BuyWrite ETF, Invesco S&P 500® Equal Weight ETF, Invesco S&P 500® Equal Weight Communication Services ETF, Invesco S&P 500® Equal Weight Consumer Discretionary ETF, Invesco S&P 500® Equal Weight Consumer Staples ETF, Invesco S&P 500® Equal Weight Energy ETF, Invesco S&P 500® Equal Weight Financials ETF, Invesco S&P 500® Equal Weight Health Care ETF, Invesco S&P 500® Equal Weight Industrials ETF, Invesco S&P 500® Equal Weight Materials ETF, Invesco S&P 500® Equal Weight Real Estate ETF, Invesco S&P 500® Equal Weight Technology ETF, Invesco S&P 500® Equal Weight Utilities ETF, Invesco S&P 500® Pure Growth ETF, Invesco S&P 500® Pure Value ETF, Invesco S&P 500® Top 50 ETF, Invesco S&P MidCap 400® Equal Weight ETF, Invesco S&P MidCap 400® Pure Growth ETF, Invesco S&P MidCap 400® Pure Value ETF, Invesco S&P SmallCap 600® Equal Weight ETF, Invesco S&P SmallCap 600® Pure Growth ETF and Invesco S&P SmallCap 600® Pure Value ETF.
The aggregate amount of the administrative fees paid by each Fund to BNYM pursuant to the Administrative Services Agreement during each Fund’s fiscal years ended April 30, 2019, 2020 and 2021 or as otherwise indicated, are set forth in the chart below.
Fund
 
2019
2020
2021
Invesco Aerospace & Defense ETF
 
$94,521
$76,144
$73,309
Invesco BuyBack Achievers ETF
 
$116,305
$105,111
$68,235
Invesco Dividend Achievers ETF
 
$45,570
$35,813
$33,418
Invesco Dow Jones Industrial Average Dividend ETF (2)
 
N/A
N/A
N/A
80

Fund
 
2019
2020
2021
Invesco DWA Basic Materials Momentum ETF
 
$32,620
$16,959
$15,739
Invesco DWA Consumer Cyclicals Momentum ETF
 
$28,980
$16,245
$13,600
Invesco DWA Consumer Staples Momentum ETF
 
$31,591
$29,495
$21,282
Invesco DWA Energy Momentum ETF
 
$31,172
$17,532
$13,678
Invesco DWA Financial Momentum ETF
 
$30,692
$13,119
$15,214
Invesco DWA Healthcare Momentum ETF
 
$37,678
$30,560
$25,037
Invesco DWA Industrials Momentum ETF
 
$33,740
$18,795
$17,388
Invesco DWA Momentum ETF
 
$142,080
$108,598
$114,127
Invesco DWA Technology Momentum ETF
 
$35,692
$21,864
$24,256
Invesco DWA Utilities Momentum ETF
 
$28,015
$33,157
$20,182
Invesco Dynamic Biotechnology & Genome ETF
 
$41,481
$34,295
$26,512
Invesco Dynamic Building & Construction ETF
 
$46,047
$12,186
$17,962
Invesco Dynamic Energy Exploration & Production ETF
 
$28,280
$19,289
$13,371
Invesco Dynamic Food & Beverage ETF
 
$30,397
$18,681
$16,499
Invesco Dynamic Large Cap Growth ETF
 
$63,668
$72,458
$55,064
Invesco Dynamic Large Cap Value ETF
 
$120,124
$87,018
$67,902
Invesco Dynamic Leisure and Entertainment ETF
 
$32,134
$20,286
$15,783
Invesco Dynamic Market ETF
 
$35,466
$25,652
$20,666
Invesco Dynamic Media ETF
 
$28,707
$19,462
$15,287
Invesco Dynamic Networking ETF
 
$29,005
$20,153
$15,598
Invesco Dynamic Oil & Gas Services ETF
 
$26,887
$15,890
$12,823
Invesco Dynamic Pharmaceuticals ETF
 
$63,684
$42,451
$35,021
Invesco Dynamic Semiconductors ETF
 
$49,012
$19,179
$27,744
Invesco Dynamic Software ETF
 
$34,898
$47,400
$40,849
Invesco Financial Preferred ETF
 
$134,700
$113,404
$112,106
Invesco FTSE RAFI US 1000 ETF
 
$380,113
$429,488
$320,075
Invesco FTSE RAFI US 1500 Small-Mid ETF
 
$155,284
$198,418
$126,195
Invesco Global Listed Private Equity ETF
 
$41,508
$35,375
$24,423
Invesco Golden Dragon China ETF
 
$43,433
$24,932
$24,531
Invesco High Yield Equity Dividend Achievers ETF
 
$78,546
$69,204
$59,048
Invesco International Dividend Achievers ETF
 
$84,746
$62,609
$50,676
Invesco MSCI Sustainable Future ETF
 
$36,032
$25,543
$27,503
Invesco NASDAQ Internet ETF (2)
 
N/A
N/A
N/A
Invesco Raymond James SB-1 Equity ETF (1)(2)
 
N/A
N/A
N/A
Invesco S&P 100 Equal Weight ETF
 
$29,003
$19,043
$16,040
Invesco S&P 500 BuyWrite ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Communication Services ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Consumer Discretionary ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Consumer Staples ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Energy ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Financials ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Health Care ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Industrials ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Materials ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Real Estate ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Technology ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Equal Weight Utilities ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500 GARP ETF
 
$38,729
$36,634
$34,509
Invesco S&P 500® Pure Growth ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Pure Value ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500® Quality ETF
 
$119,699
$111,302
$119,955
Invesco S&P 500® Top 50 ETF (2)
 
N/A
N/A
N/A
Invesco S&P 500 Value with Momentum ETF
 
$31,906
$20,749
$15,144
Invesco S&P MidCap 400® Equal Weight ETF (2)
 
N/A
N/A
N/A
Invesco S&P MidCap 400® Pure Growth ETF (2)
 
N/A
N/A
N/A
81

Fund
 
2019
2020
2021
Invesco S&P MidCap 400® Pure Value ETF (2)
 
N/A
N/A
N/A
Invesco S&P MidCap Momentum ETF
 
$33,661
$59,887
$51,566
Invesco S&P MidCap Quality ETF
 
$26,865
$19,741
$14,058
Invesco S&P MidCap Value with Momentum ETF
 
$28,145
$18,778
$16,203
Invesco S&P SmallCap 600® Equal Weight ETF (2)
 
N/A
N/A
N/A
Invesco S&P SmallCap 600® Pure Growth ETF (2)
 
N/A
N/A
N/A
Invesco S&P SmallCap 600® Pure Value ETF (2)
 
N/A
N/A
N/A
Invesco S&P SmallCap Momentum ETF
 
$28,100
$25,508
$17,800
Invesco S&P SmallCap Value with Momentum ETF
 
$29,740
$22,724
$16,703
Invesco S&P Spin-Off ETF
 
$45,618
$15,886
$17,207
Invesco Water Resources ETF
 
$81,901
$80,362
$81,962
Invesco WilderHill Clean Energy ETF
 
$32,738
$22,297
$29,891
Invesco Zacks Mid-Cap ETF
 
$48,370
$26,358
$30,942
Invesco Zacks Multi-Asset Income ETF 
 
$52,637
$22,881
$23,966
(1)
Effective April 30, 2019, the Fund’s fiscal year end changed from August 31 to April 30. The information presented is for the fiscal period September 1, 2018 through April 30, 2019 and the fiscal years ended April 30, 2020 and 2021. During the fiscal year ended August 31, 2018, the Fund did not pay administrative fees.
(2)
The Fund pays a unitary management fee to the Adviser, out of which the Adviser pays substantially all of the Fund’s expenses, and therefore the Fund does not pay separate administrative fees.
Custodian, Transfer Agent and Fund Accounting Agent. BNYM, (the “Custodian” or “Transfer Agent”), located at 240 Greenwich Street, New York, New York 10286, also serves as custodian for the Funds pursuant to a custodian agreement. As custodian, BNYM holds the Funds’ assets, calculates the NAV of Shares and calculates net income and realized capital gains or losses. BNYM also serves as transfer agent for the Funds pursuant to a transfer agency agreement. Further, BNYM serves as Fund accounting agent pursuant to the Administrative Services Agreement. As compensation for the foregoing services, BNYM may be reimbursed by the Funds for its out-of-pocket expenses, transaction fees and asset-based fees which are accrued daily and paid monthly.
Distributor. Invesco Distributors, Inc. (the “Distributor”) is the distributor of the Funds’ Shares. The Distributor’s principal address is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The Distributor has entered into a distribution agreement (the “Distribution Agreement”) with the Trust pursuant to which it distributes the Funds’ Shares. Each Fund continuously offers Shares for sale through the Distributor only in Creation Unit Aggregations, as described in the Prospectus and below under the heading “Creation and Redemption of Creation Unit Aggregations.”
The Distribution Agreement for the Funds provides that it may be terminated as to a Fund at any time, without the payment of any penalty, on at least 60 days’ written notice by the Trust to the Distributor (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Securities Lending Arrangement. The Funds may participate in a securities lending program (the “Program”) pursuant to a securities lending agreement that establishes the terms of the loan, including collateral requirements. While collateral may consist of cash, U.S. Government securities, letters of credit, or such other collateral as may be permitted under such Funds’ investment policies, the Adviser currently accepts only cash collateral under the Program. Funds participating in the Program may lend securities to securities brokers and other borrowers. The Adviser renders certain administrative services to the Funds that engage in securities lending activities, which includes: (a) overseeing participation in the Program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with the Adviser's instructions and with procedures adopted by the Board; (d) monitoring the creditworthiness of the agent and borrowers to ensure that securities loans are effected in accordance with the Adviser's risk policies; (e) preparing appropriate periodic Board
82

reports with respect to securities lending activities; (f) responding to agent inquiries; and (g) performing such other duties as may be necessary.
BNYM serves as the securities lending agent for the Program.
BNYM provides the following services for the Funds in connection with securities lending activities: (i) entering into loans with approved entities subject to guidelines or restrictions provided by the Funds; (ii) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of cash collateral; (iii) monitoring daily the value of the loaned securities and collateral, including receiving and delivering additional collateral as necessary from/to borrowers; (iv) negotiating loan terms; (v) selecting securities to be loaned subject to guidelines or restrictions provided by the Funds; (vi) recordkeeping and account servicing; (vii) monitoring dividend/distribution activity and material proxy votes relating to loaned securities; and (viii) arranging for return of loaned securities to the Funds at loan termination.
For the fiscal year ended April 30, 2021, the income earned by the Funds, as well as the fees and/or compensation paid by the Funds (in dollars) to BNYM pursuant to the securities lending agreement were as follows:
 
Gross
income
from
securities
lending
activities
Fees paid
to
Securities
Lending
Agent
from a
revenue
split
Fees paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle) not
included in
the revenue
split
Administrative
fees not
included in
the
revenue split
Indemnification
fees not
included in
the
revenue split
Rebate
(paid to
borrower)
Other
fees not
included
in the
revenue
split
Aggregate
fees/
compensation
for securities
lending
activities
Net income
from
securities
lending
activities
Invesco Aerospace &
Defense ETF
$6,420.14
$757.37
$3,467.00
$0.00
$0.00
($4,629.41)
$0.00
($405.04)
$6,825.18
Invesco Buyback
AchieversTM ETF
$28,841.25
$10,610.86
$15,634.00
$0.00
$0.00
($92,964.84)
$0.00
($66,719.98)
$95,561.23
Invesco Dividend
AchieversTM ETF
$1,035.25
$899.22
$632.00
$0.00
$0.00
($8,607.98)
$0.00
($7,076.76)
$8,112.01
Invesco DWA Basic
Materials Momentum
ETF
$5,237.45
$1,424.04
$2,933.00
$0.00
$0.00
($11,948.96)
$0.00
($7,591.92)
$12,829.37
Invesco DWA
Consumer Cyclicals
Momentum ETF
$12,577.98
$19,105.02
$6,875.00
$0.00
$0.00
($185,381.27)
$0.00
($159,401.25)
$171,979.23
Invesco DWA
Consumer Staples
Momentum ETF
$8,346.47
$18,239.79
$4,650.00
$0.00
$0.00
($178,721.69)
$0.00
($155,831.90)
$164,178.37
Invesco DWA Energy
Momentum ETF
$5,900.55
$1,508.66
$3,337.00
$0.00
$0.00
($12,540.96)
$0.00
($7,695.30)
$13,595.85
Invesco DWA Financial
Momentum ETF
$1,888.77
$1,270.61
$1,040.00
$0.00
$0.00
($11,866.03)
$0.00
($9,555.42)
$11,444.19
Invesco DWA
Healthcare Momentum
ETF
$102,155.82
$111,617.17
$57,200.00
$0.00
$0.00
($1,071,298.00)
$0.00
($902,480.83)
$1,004,636.65
Invesco DWA
Industrials Momentum
ETF
$8,023.82
$9,887.07
$4,379.00
$0.00
$0.00
($95,234.83)
$0.00
($80,968.76)
$88,992.58
Invesco DWA
Momentum ETF
$45,443.34
$5,943.47
$25,282.00
$0.00
$0.00
($39,296.07)
$0.00
($8,070.60)
$53,513.94
Invesco DWA
Technology Momentum
ETF
$26,594.74
$34,663.95
$14,235.00
$0.00
$0.00
($334,308.54)
$0.00
($285,409.59)
$312,004.33
83

 
Gross
income
from
securities
lending
activities
Fees paid
to
Securities
Lending
Agent
from a
revenue
split
Fees paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle) not
included in
the revenue
split
Administrative
fees not
included in
the
revenue split
Indemnification
fees not
included in
the
revenue split
Rebate
(paid to
borrower)
Other
fees not
included
in the
revenue
split
Aggregate
fees/
compensation
for securities
lending
activities
Net income
from
securities
lending
activities
Invesco DWA Utilities
Momentum ETF
$771.17
$196.02
$428.00
$0.00
$0.00
($1,618.04)
$0.00
($994.02)
$1,765.19
Invesco Dynamic
Biotechnology &
Genome ETF
$38,560.83
$25,005.01
$20,849.00
$0.00
$0.00
($232,379.15)
$0.00
($186,525.14)
$225,085.97
Invesco Dynamic
Building & Construction
ETF
$2,532.72
$875.00
$1,367.00
$0.00
$0.00
($7,586.65)
$0.00
($5,344.65)
$7,877.37
Invesco Dynamic
Energy Exploration &
Production ETF
$2,979.29
$1,206.91
$1,734.00
$0.00
$0.00
($10,840.13)
$0.00
($7,899.22)
$10,878.51
Invesco Dynamic Food
& Beverage ETF
$5,901.06
$8,768.33
$3,140.00
$0.00
$0.00
($84,937.30)
$0.00
($73,028.97)
$78,930.03
Invesco Dynamic Large
Cap Growth ETF
$4,706.89
$358.52
$2,547.00
$0.00
$0.00
($1,427.47)
$0.00
$1,478.05
$3,228.84
Invesco Dynamic
Leisure and
Entertainment ETF
$125,171.98
$48,560.43
$66,366.00
$0.00
$0.00
($426,856.97)
$0.00
($311,930.54)
$437,102.52
Invesco Dynamic
Market ETF
$4,507.72
$1,931.29
$2,408.00
$0.00
$0.00
($17,234.82)
$0.00
($12,895.53)
$17,403.25
Invesco Dynamic
Media ETF
$7,457.40
$5,695.90
$4,133.00
$0.00
$0.00
($53,652.48)
$0.00
($43,823.58)
$51,280.98
Invesco Dynamic
Networking ETF
$2,976.30
$8,494.76
$1,752.00
$0.00
$0.00
($83,731.34)
$0.00
($73,484.58)
$76,460.88
Invesco Dynamic Oil &
Gas Services ETF
$2,944.91
$1,599.95
$1,630.00
$0.00
$0.00
($14,696.52)
$0.00
($11,466.57)
$14,411.48
Invesco Dynamic
Pharmaceuticals ETF
$16,187.15
$6,882.64
$9,124.00
$0.00
$0.00
($61,777.07)
$0.00
($45,770.43)
$61,957.58
Invesco Dynamic
Semiconductors ETF
$4,438.22
$329.38
$2,410.00
$0.00
$0.00
($1,267.68)
$0.00
$1,471.70
$2,966.52
Invesco Dynamic
Software ETF
$27,716.84
$10,961.64
$14,833.00
$0.00
$0.00
($96,744.87)
$0.00
($70,950.23)
$98,667.07
Invesco Financial
Preferred ETF
$40,693.60
$87,097.50
$22,310.00
$0.00
$0.00
($852,806.94)
$0.00
($743,399.44)
$784,093.04
Invesco FTSE RAFI US
1000 ETF
$61,112.89
$197,733.09
$34,162.00
$0.00
$0.00
($1,950,534.10)
$0.00
($1,718,639.01)
$1,779,751.90
Invesco FTSE RAFI US
1500 Small-Mid ETF
$137,598.06
$238,797.39
$78,249.00
$0.00
$0.00
($2,329,295.90)
$0.00
($2,012,249.51)
$2,149,847.57
Invesco Global Listed
Private Equity ETF
$16,788.53
$37,748.18
$9,754.00
$0.00
$0.00
($370,507.74)
$0.00
($323,005.56)
$339,794.09
Invesco Golden Dragon
China ETF
$40,881.11
$40,497.23
$22,320.00
$0.00
$0.00
($386,563.30)
$0.00
($323,746.07)
$364,627.18
Invesco High Yield
Equity Dividend
Achievers™ ETF
$3,216.41
$240.66
$2,094.00
$0.00
$0.00
($1,286.92)
$0.00
$1,047.74
$2,168.67
Invesco International
Dividend Achievers™
ETF
$71,831.69
$50,019.53
$40,548.00
$0.00
$0.00
($469,009.27)
$0.00
($378,441.74)
$450,273.43
Invesco MSCI
Sustainable Future ETF
$14,420.43
$5,184.68
$8,175.00
$0.00
$0.00
($45,613.07)
$0.00
($32,253.39)
$46,673.82
84

 
Gross
income
from
securities
lending
activities
Fees paid
to
Securities
Lending
Agent
from a
revenue
split
Fees paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle) not
included in
the revenue
split
Administrative
fees not
included in
the
revenue split
Indemnification
fees not
included in
the
revenue split
Rebate
(paid to
borrower)
Other
fees not
included
in the
revenue
split
Aggregate
fees/
compensation
for securities
lending
activities
Net income
from
securities
lending
activities
Invesco NASDAQ
Internet ETF
$34,192.29
$10,088.70
$19,327.00
$0.00
$0.00
($86,075.44)
$0.00
($56,659.74)
$90,852.03
Invesco Raymond
James SB-1 Equity
ETF
$8,373.07
$3,443.65
$4,690.00
$0.00
$0.00
($30,801.78)
$0.00
($22,668.13)
$31,041.20
Invesco S&P 100 Equal
Weight ETF
$125.69
$1,134.37
$76.00
$0.00
$0.00
($11,294.48)
$0.00
($10,084.11)
$10,209.80
Invesco S&P 500®
Equal Weight ETF
$259,549.49
$212,370.43
$141,171.00
$0.00
$0.00
($2,005,427.60)
$0.00
($1,651,886.17)
$1,911,435.66
Invesco S&P 500®
Equal Weight
Communication
Services ETF
$435.84
$51.52
$234.00
$0.00
$0.00
($315.79)
$0.00
($30.27)
$466.11
Invesco S&P 500®
Equal Weight
Consumer
Discretionary ETF
$13,190.53
$2,090.24
$7,069.00
$0.00
$0.00
($14,794.76)
$0.00
($5,635.52)
$18,826.05
Invesco S&P 500®
Equal Weight
Consumer Staples ETF
$3,102.56
$201.42
$1,662.00
$0.00
$0.00
($574.40)
$0.00
$1,289.02
$1,813.54
Invesco S&P 500®
Equal Weight Energy
ETF
$153.67
$11.05
$133.00
$0.00
$0.00
($89.82)
$0.00
$54.23
$99.44
Invesco S&P 500®
Equal Weight
Financials ETF
$2.17
$0.29
$1.00
$0.00
$0.00
($1.92)
$0.00
($0.63)
$2.80
Invesco S&P 500®
Equal Weight Health
Care ETF
$227.20
$15.54
$125.00
$0.00
$0.00
($53.35)
$0.00
$87.19
$140.01
Invesco S&P 500®
Equal Weight
Industrials ETF
$6,477.57
$4,254.52
$3,536.00
$0.00
$0.00
($39,614.96)
$0.00
($31,824.44)
$38,302.01
Invesco S&P 500®
Equal Weight Materials
ETF
$6,210.41
$46,931.50
$3,486.00
$0.00
$0.00
($466,596.19)
$0.00
($416,178.69)
$422,389.10
Invesco S&P 500®
Equal Weight Real
Estate ETF
$572.33
$64.37
$317.00
$0.00
$0.00
($390.74)
$0.00
($9.37)
$581.70
Invesco S&P 500®
Equal Weight
Technology ETF
$15,160.28
$982.45
$7,903.00
$0.00
$0.00
($2,569.06)
$0.00
$6,316.39
$8,843.89
Invesco S&P 500®
Equal Weight Utilities
ETF
$921.64
$62.22
$496.00
$0.00
$0.00
($196.87)
$0.00
$361.35
$560.29
Invesco S&P 500
GARP ETF
$607.92
$2,095.54
$408.00
$0.00
$0.00
($20,756.33)
$0.00
($18,252.79)
$18,860.71
Invesco S&P 500®
Pure Growth ETF
$11,578.04
$741.34
$6,023.00
$0.00
$0.00
($1,860.50)
$0.00
$4,903.84
$6,674.20
Invesco S&P 500®
Pure Value ETF
$16,403.82
$9,748.72
$9,117.00
$0.00
$0.00
($90,222.50)
$0.00
($71,356.78)
$87,760.60
85

 
Gross
income
from
securities
lending
activities
Fees paid
to
Securities
Lending
Agent
from a
revenue
split
Fees paid for
any cash
collateral
management
service
(including
fees
deducted
from a
pooled cash
collateral
reinvestment
vehicle) not
included in
the revenue
split
Administrative
fees not
included in
the
revenue split
Indemnification
fees not
included in
the
revenue split
Rebate
(paid to
borrower)
Other
fees not
included
in the
revenue
split
Aggregate
fees/
compensation
for securities
lending
activities
Net income
from
securities
lending
activities
Invesco S&P 500®
Quality ETF
$4,810.00
$30,739.27
$2,560.00
$0.00
$0.00
($305,145.27)
$0.00
($271,846.00)
$276,656.00
Invesco S&P 500 Top
50 ETF
$54.87
$3.36
$28.00
$0.00
$0.00
($6.81)
$0.00
$24.55
$30.32
Invesco S&P 500 Value
with Momentum ETF
$82.22
$11.72
$52.00
$0.00
$0.00
($88.06)
$0.00
($24.34)
$106.56
Invesco S&P MidCap
400® Equal Weight
ETF
$4,667.53
$2,228.87
$2,691.00
$0.00
$0.00
($20,358.40)
$0.00
($15,438.53)
$20,106.06
Invesco S&P MidCap
400® Pure Growth ETF
$18,119.20
$4,590.20
$10,350.00
$0.00
$0.00
($38,145.44)
$0.00
($23,205.24)
$41,324.44
Invesco S&P MidCap
400® Pure Value ETF
$6,138.49
$3,751.32
$3,585.00
$0.00
$0.00
($34,979.76)
$0.00
($27,643.44)
$33,781.93
Invesco S&P MidCap
Momentum ETF
$38,783.30
$3,799.40
$20,384.00
$0.00
$0.00
($19,615.82)
$0.00
$4,567.58
$34,215.72
Invesco S&P MidCap
Quality ETF
$1,330.34
$136.06
$725.00
$0.00
$0.00
($763.66)
$0.00
$97.40
$1,232.94
Invesco S&P MidCap
Value with Momentum
ETF
$1,319.66
$714.35
$771.00
$0.00
$0.00
($6,601.25)
$0.00
($5,115.90)
$6,435.56
Invesco S&P SmallCap
600® Equal Weight
ETF
$3,292.18
$4,358.55
$1,876.00
$0.00
$0.00
($42,295.88)
$0.00
($36,061.33)
$39,353.51
Invesco S&P SmallCap
600® Pure Growth ETF
$14,062.92
$6,360.65
$7,706.00
$0.00
$0.00
($57,292.87)
$0.00
($43,226.22)
$57,289.14
Invesco S&P SmallCap
600® Pure Value ETF
$14,523.83
$21,781.11
$8,213.00
$0.00
$0.00
($211,566.47)
$0.00
($181,572.36)
$196,096.19
Invesco S&P SmallCap
Momentum ETF
$8,742.80
$3,970.35
$4,756.00
$0.00
$0.00
($35,749.07)
$0.00
($27,022.72)
$35,765.52
Invesco S&P SmallCap
Value with Momentum
ETF
$10,363.50
$21,739.12
$5,697.00
$0.00
$0.00
($212,751.38)
$0.00
($185,315.26)
$195,678.76
Invesco S&P Spin-Off
ETF
$2,983.62
$1,341.00
$1,777.00
$0.00
$0.00
($12,219.70)
$0.00
($9,101.70)
$12,085.32
Invesco Water
Resources ETF
$3,989.33
$14,953.11
$2,698.00
$0.00
$0.00
($148,243.81)
$0.00
($130,592.70)
$134,582.03
Invesco WilderHill
Clean Energy ETF
$504,601.45
$1,957,175.02
$267,615.00
$0.00
$0.00
($19,335,116.00)
$0.00
($17,110,325.98)
$17,614,927.43
Invesco Zacks Mid-Cap
ETF
$4,167.01
$1,649.86
$2,435.00
$0.00
$0.00
($14,778.28)
$0.00
($10,693.42)
$14,860.43
Invesco Zacks Multi-
Asset Income ETF
$9,310.27
$11,127.91
$5,316.00
$0.00
$0.00
($107,358.42)
$0.00
($90,914.51)
$100,224.78
Aggregations. The Distributor does not distribute Shares in less than Creation Unit Aggregations. The Distributor will deliver the Prospectus (or the Summary Prospectus) and, upon request, this SAI to persons purchasing Creation Unit Aggregations and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (“FINRA”).
86

The Distributor also may enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Unit Aggregations of the Funds’ Shares. Such Soliciting Dealers also may be Participating Parties (as defined in “Creation and Redemption of Creation Unit Aggregations” below) and DTC Participants (as defined in “DTC Acts as Securities Depository for Shares” below).
Index Providers. No entity that creates, compiles, sponsors or maintains the Underlying Indexes is or will be an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, or an affiliated person of an affiliated person, of the Trust, the Adviser, the Distributor or a promoter of the Funds.
Neither the Adviser nor any affiliate of the Adviser has any rights to influence the selection of the securities in the Underlying Indexes.
Set forth below is a list of each Fund and the Underlying Index upon which it is based.
Fund
Underlying Index
Invesco Aerospace & Defense ETF
SPADE® Defense Index
Invesco BuyBack Achievers ETF
NASDAQ US BuyBack Achievers Index
Invesco Dividend Achievers ETF
NASDAQ US Broad Dividend Achievers Index
Invesco Dow Jones Industrial Average
Dividend ETF
Dow Jones Industrial Average Yield Weighted
Invesco DWA Basic Materials Momentum
ETF
Dorsey Wright® Basic Materials Technical Leaders Index
Invesco DWA Consumer Cyclicals
Momentum ETF
Dorsey Wright® Consumer Cyclicals Technical Leaders Index
Invesco DWA Consumer Staples
Momentum ETF
Dorsey Wright® Consumer Staples Technical Leaders Index
Invesco DWA Energy Momentum ETF
Dorsey Wright® Energy Technical Leaders Index
Invesco DWA Financial Momentum ETF
Dorsey Wright® Financials Technical Leaders Index
Invesco DWA Healthcare Momentum ETF
Dorsey Wright® Healthcare Technical Leaders Index
Invesco DWA Industrials Momentum ETF
Dorsey Wright® Industrials Technical Leaders Index
Invesco DWA Momentum ETF
Dorsey Wright® Technical Leaders Index
Invesco DWA Technology Momentum ETF
Dorsey Wright® Technology Technical Leaders Index
Invesco DWA Utilities Momentum ETF
Dorsey Wright® Utilities Technical Leaders Index
Invesco Dynamic Biotechnology & Genome
ETF
Dynamic Biotech & Genome IntellidexSM Index
Invesco Dynamic Building & Construction
ETF
Dynamic Building & Construction IntellidexSM Index
Invesco Dynamic Energy Exploration &
Production ETF
Dynamic Energy Exploration & Production IntellidexSM Index
Invesco Dynamic Food & Beverage ETF
Dynamic Food & Beverage IntellidexSM Index
Invesco Dynamic Large Cap Growth ETF
Dynamic Large Cap Growth IntellidexSM Index
Invesco Dynamic Large Cap Value ETF
Dynamic Large Cap Value IntellidexSM Index
Invesco Dynamic Leisure and
Entertainment ETF
Dynamic Leisure & Entertainment IntellidexSM Index
Invesco Dynamic Market ETF
Dynamic Market IntellidexSM Index
Invesco Dynamic Media ETF
Dynamic Media IntellidexSM Index
Invesco Dynamic Networking ETF
Dynamic Networking IntellidexSM Index
Invesco Dynamic Oil & Gas Services ETF
Dynamic Oil Services IntellidexSM Index
Invesco Dynamic Pharmaceuticals ETF
Dynamic Pharmaceutical IntellidexSM Index
Invesco Dynamic Semiconductors ETF
Dynamic Semiconductor IntellidexSM Index
Invesco Dynamic Software ETF
Dynamic Software IntellidexSM Index
Invesco Financial Preferred ETF
ICE Exchange-Listed Fixed Rate Financial Preferred Securities Index
Invesco FTSE RAFI US 1000 ETF
FTSE RAFI US 1000 Index
Invesco FTSE RAFI US 1500 Small-Mid
ETF
FTSE RAFI US Mid Small 1500 Index
Invesco Global Listed Private Equity ETF
Red Rocks Global Listed Private Equity Index
Invesco Golden Dragon China ETF
NASDAQ Golden Dragon China Index
87

Fund
Underlying Index
Invesco High Yield Equity Dividend
Achievers ETF
NASDAQ US Dividend Achievers 50 Index
Invesco International Dividend Achievers
ETF
NASDAQ International Dividend Achievers Index
Invesco MSCI Sustainable Future ETF
MSCI Global Environment Select Index
Invesco NASDAQ Internet ETF
Nasdaq CTA Internet IndexSM
Invesco Raymond James SB-1 Equity ETF
Raymond James SB-1 Equity Index
Invesco S&P 100 Equal Weight ETF
S&P 100 Equal Weight Index
Invesco S&P 500 BuyWrite ETF
CBOE S&P 500 BuyWrite IndexSM
Invesco S&P 500® Equal Weight ETF
S&P 500® Equal Weight Index
Invesco S&P 500® Equal Weight
Communication Services ETF
S&P 500® Equal Weight Communication Services Plus Index
Invesco S&P 500® Equal Weight
Consumer Discretionary ETF
S&P 500® Equal Weight Consumer Discretionary Index
Invesco S&P 500® Equal Weight
Consumer Staples ETF
S&P 500® Equal Weight Consumer Staples Index
Invesco S&P 500® Equal Weight Energy
ETF
S&P 500® Equal Weight Energy Index
Invesco S&P 500® Equal Weight Financials
ETF
S&P 500® Equal Weight Financials Index
Invesco S&P 500® Equal Weight Health
Care ETF
S&P 500® Equal Weight Health Care Index
Invesco S&P 500® Equal Weight
Industrials ETF
S&P 500® Equal Weight Industrials Index
Invesco S&P 500® Equal Weight Materials
ETF
S&P 500® Equal Weight Materials Index
Invesco S&P 500® Equal Weight Real
Estate ETF
S&P 500® Equal Weight Real Estate Index
Invesco S&P 500® Equal Weight
Technology ETF
S&P 500® Equal Weight Information Technology Index
Invesco S&P 500® Equal Weight Utilities
ETF
S&P 500® Equal Weight Utilities Plus Index
Invesco S&P 500 GARP ETF
S&P 500 GARP Index
Invesco S&P 500® Pure Growth ETF
S&P 500® Pure Growth Index
Invesco S&P 500® Pure Value ETF
S&P 500® Pure Value Index
Invesco S&P 500® Quality ETF
S&P 500® Quality Index
Invesco S&P 500® Top 50 ETF
S&P 500® Top 50 Index
Invesco S&P 500 Value with Momentum
ETF
S&P 500 High Momentum Value Index
Invesco S&P MidCap 400® Equal Weight
ETF
S&P MidCap 400® Equal Weight Index
Invesco S&P MidCap 400® Pure Growth
ETF
S&P MidCap 400® Pure Growth Index
Invesco S&P MidCap 400® Pure Value
ETF
S&P MidCap 400® Pure Value Index
Invesco S&P MidCap Momentum ETF
S&P MidCap 400 Momentum Index
Invesco S&P MidCap Quality ETF
S&P MidCap 400 Quality Index
Invesco S&P MidCap Value with
Momentum ETF
S&P MidCap 400 High Momentum Value Index
Invesco S&P SmallCap 600® Equal Weight
ETF
S&P SmallCap 600® Equal Weight Index
Invesco S&P SmallCap 600® Pure Growth
ETF
S&P SmallCap 600® Pure Growth Index
Invesco S&P SmallCap 600® Pure Value
ETF
S&P SmallCap 600® Pure Value Index
Invesco S&P SmallCap Momentum ETF
S&P SmallCap 600 Momentum Index
88

Fund
Underlying Index
Invesco S&P SmallCap Value with
Momentum ETF
S&P SmallCap 600 High Momentum Value Index
Invesco S&P Spin-Off ETF
S&P U.S. Spin-Off Index
Invesco Water Resources ETF
NASDAQ OMX US Water IndexSM
Invesco WilderHill Clean Energy ETF
WilderHill Clean Energy Index
Invesco Zacks Mid-Cap ETF
Zacks Mid-Cap Core Index
Invesco Zacks Multi-Asset Income ETF
Zacks Multi-Asset Income Index
BROKERAGE TRANSACTIONS AND COMMISSIONS ON AFFILIATED TRANSACTIONS
The policy of the Adviser regarding purchases and sales of securities is to give primary consideration to obtaining the most favorable prices and efficient executions of transactions under the circumstances. Consistent with this policy, when securities transactions are effected on a stock exchange, the Adviser’s policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions various brokers generally charge. The sale of Shares by a broker-dealer is not a factor in the selection of broker-dealers.
In seeking to implement its policies, the Adviser effects transactions with those brokers and dealers that the Adviser believes provide the most favorable prices and are capable of providing efficient executions. The Adviser currently does not participate in soft dollar transactions.
The Adviser assumes general supervision over placing orders on behalf of the Funds for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities by a Fund and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, the Adviser allocates transactions in such securities among the Fund, the several investment companies and clients in a manner deemed equitable to all. In some cases, this procedure could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Funds. The primary consideration is prompt execution of orders at the most favorable net price under the circumstances. Purchases and sales of fixed-income securities for a Fund usually are principal transactions and ordinarily are purchased directly from the issuer or from an underwriter or broker-dealer. The Fund does not usually pay brokerage commissions in connection with such purchases and sales, although purchases of new issues from underwriters of securities typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s mark-up (i.e., a spread between the bid and the ask prices).
When a Fund purchases a newly issued security at a fixed price, the Adviser may designate certain members of the underwriting syndicate to receive compensation associated with that transaction. Certain dealers have agreed to rebate a portion of such compensation directly to the Fund to offset the Fund’s management expenses.
The aggregate brokerage commissions paid by each Fund during the Fund’s fiscal years ended April 30, 2019, 2020 and 2021, or as otherwise indicated, are set forth in the chart below following each Fund’s name. With respect to the Predecessor Funds, any commissions paid prior to the Reorganizations were paid by the Predecessor Funds.
Affiliated Transactions. The Adviser may place trades with Invesco Capital Markets, Inc. (“ICMI”) a broker-dealer with whom it is affiliated, provided the Adviser determines that ICMI’s trade execution abilities and costs are at least comparable to those of non-affiliated brokerage firms with which the Adviser could otherwise place similar trades. ICMI receives brokerage commissions in connection with effecting trades for the Funds and, therefore, use of ICMI presents a conflict of interest for the Adviser. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Board.
89

Brokerage commissions on affiliated transactions paid by the Funds during the fiscal years ended April 30, 2019, 2020 and 2021, or as otherwise indicated, are set forth in the chart below. The percentage of each Fund’s aggregate brokerage commissions paid to the affiliated broker and the percentage of each Fund’s aggregate dollar amount of transactions involving the payment of commissions through the affiliated broker for the last fiscal year are also set forth in the chart below.
Unless otherwise indicated, the amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changing asset levels, shareholder activity and/or portfolio turnover, including due to application of the Fund’s Underlying Index methodology.
Fund
Total $ Amount
of Brokerage
Commissions Paid
Total $ Amount
of Brokerage
Commissions
Paid to
Affiliated
Brokers
% of Total
Brokerage
Commissions
Paid to the
Affiliated
Brokers
% of Total
Transaction
Dollars
Effected
Through
Affiliated
Brokers
2021
2020
2019
2021
2020
2019
2021
2021
Invesco Aerospace & Defense ETF
$41,589
$53,629
$30,560
$15,196
$957
$912
29.89%
42.06%
Invesco BuyBack Achievers™ ETF
$276,885
$243,901
$338,444
$52,261
$24,524
$6,075
17.58%
21.70%
Invesco Dividend Achievers™ ETF
$24,576
$14,374
$11,674
$2,983
$431
$607
9.89%
11.51%
Invesco Dow Jones Industrial Average Dividend ETF
$10,730
$3,150
$1,899
$5,924
$76
$254
47.64%
44.41%
Invesco DWA Basic Materials Momentum ETF
$54,996
$41,664
$42,090
$12,668
$10,358
$117
19.62%
25.47%
Invesco DWA Consumer Cyclicals Momentum ETF
$50,958
$25,246
$33,864
$12,627
$5,077
$46
20.32%
38.81%
Invesco DWA Consumer Staples Momentum ETF
$52,112
$84,051
$76,290
$9,346
$4,973
$150
13.28%
26.91%
Invesco DWA Energy Momentum ETF
$93,259
$54,962
$113,355
$24,785
$17,466
$25
26.58%
40.37%
Invesco DWA Financial Momentum ETF
$28,547
$32,109
$21,921
$17,971
$2,247
$28
52.87%
61.93%
Invesco DWA Healthcare Momentum ETF
$915,666
$158,369
$246,589
$6,198
$5,908
$194
0.61%
2.86%
Invesco DWA Industrials Momentum ETF
$106,131
$38,272
$35,537
$23,738
$2,405
$17
20.70%
29.42%
Invesco DWA Momentum ETF
$346,935
$263,125
$268,903
$62,157
$6,188
$136
14.59%
17.58%
Invesco DWA Technology Momentum ETF
$188,354
$169,972
$82,974
$31,647
$12,926
$10
13.60%
31.74%
Invesco DWA Utilities Momentum ETF
$14,675
$50,860
$19,057
$8,399
$8,528
$52
57.24%
62.13%
Invesco Dynamic Biotechnology & Genome ETF
$293,483
$359,528
$182,205
$9,373
$15,609
$3,108
2.82%
12.40%
Invesco Dynamic Building & Construction ETF
$72,925
$70,765
$135,809
$6,373
$2,727
$147
6.37%
15.44%
Invesco Dynamic Energy Exploration & Production ETF
$23,450
$94,084
$102,262
$21,169
$36,280
$1,900
78.39%
75.72%
Invesco Dynamic Food & Beverage ETF
$32,909
$39,128
$42,970
$13,541
$3,832
$73
37.04%
44.55%
Invesco Dynamic Large Cap Growth ETF
$127,279
$178,703
$340,802
$40,155
$34,793
$408
25.48%
40.20%
Invesco Dynamic Large Cap Value ETF
$248,518
$451,424
$764,382
$81,762
$85,741
$40,436
28.64%
34.80%
Invesco Dynamic Leisure and Entertainment ETF
$409,874
$52,693
$106,397
$23,802
$6,506
$211
4.96%
6.92%
Invesco Dynamic Market ETF
$116,955
$170,579
$168,848
$70,307
$55,766
$826
54.57%
65.83%
Invesco Dynamic Media ETF
$28,994
$64,378
$47,799
$9,091
$3,932
$1,119
25.77%
40.79%
Invesco Dynamic Networking ETF
$24,443
$33,041
$34,718
$6,920
$1,544
$486
21.79%
46.31%
Invesco Dynamic Oil & Gas Services ETF
$19,026
$22,724
$30,834
$8,250
$7,212
$3,711
43.36%
51.81%
Invesco Dynamic Pharmaceuticals ETF
$97,076
$165,528
$223,366
$10,519
$5,173
$705
8.22%
27.28%
Invesco Dynamic Semiconductors ETF
$126,879
$116,072
$150,346
$15,902
$1,066
$1,370
11.18%
23.71%
Invesco Dynamic Software ETF
$434,081
$492,797
$211,096
$28,075
$714
$1,657
5.75%
16.92%
Invesco Financial Preferred ETF
$26,877
$1,655
$710
$0
$0
N/A
-
-
Invesco FTSE RAFI US 1000 ETF
$174,497
$393,929
$213,934
$60,244
$13,270
$134,168
26.21%
40.25%
Invesco FTSE RAFI US 1500 Small-Mid ETF
$577,931
$1,020,295
$752,844
$29,525
$24,434
$69,352
4.39%
11.88%
Invesco Global Listed Private Equity ETF
$50,984
$88,406
$122,402
$661
$489
N/A
1.30%
1.99%
Invesco Golden Dragon China ETF
$52,626
$38,572
$54,054
$9,301
$3,867
$149
15.58%
23.81%
Invesco High Yield Equity Dividend Achievers™ ETF
$275,632
$247,994
$222,298
$24,797
$8,339
$1,154
7.51%
13.79%
Invesco International Dividend Achievers™ ETF
$519,068
$308,091
$260,994
$12,588
$809
$727
2.23%
7.16%
Invesco MSCI Sustainable Future ETF
$234,077
$84,899
$23,200
$887
$837
$1,154
0.38%
1.35%
Invesco NASDAQ Internet ETF
$24,255
$66,379
$32,189
$5,241
$4,910
$1,978
14.48%
17.40%
Invesco Raymond James SB-1 Equity ETF (1)
$108,434
$211,261
$121,360
$42,545
$43,173
$2,974
34.13%
47.68%
Invesco S&P 100 Equal Weight ETF
$3,065
$9,758
$5,898
$2,529
$442
$637
45.47%
57.65%
Invesco S&P 500 BuyWrite ETF
$19,118
$29,939
$19,579
$7
$85
$691
0.04%
0.08%
Invesco S&P 500® Equal Weight ETF
$1,307,512
$1,307,250
$1,070,214
$281,650
$182,942
$6,476
18.81%
32.11%
90

Fund
Total $ Amount
of Brokerage
Commissions Paid
Total $ Amount
of Brokerage
Commissions
Paid to
Affiliated
Brokers
% of Total
Brokerage
Commissions
Paid to the
Affiliated
Brokers
% of Total
Transaction
Dollars
Effected
Through
Affiliated
Brokers
2021
2020
2019
2021
2020
2019
2021
2021
Invesco S&P 500® Equal Weight Communication Services
ETF (2)
$2,177
$3,279
$425
$1,050
$1,675
$464
37.99%
50.21%
Invesco S&P 500® Equal Weight Consumer Discretionary
ETF
$29,698
$10,565
$14,998
$15,327
$3,856
$1,702
51.61%
58.32%
Invesco S&P 500® Equal Weight Consumer Staples ETF
$45,929
$45,582
$45,613
$6,153
$9,422
$285
12.91%
38.23%
Invesco S&P 500® Equal Weight Energy ETF
$24,322
$31,246
$43,972
$10,728
$8,609
$1,569
44.11%
57.35%
Invesco S&P 500® Equal Weight Financials ETF
$12,207
$22,103
$18,334
$3,661
$5,860
$1,389
29.70%
46.07%
Invesco S&P 500® Equal Weight Health Care ETF
$18,767
$33,144
$29,929
$8,590
$12,314
$1,457
36.91%
39.87%
Invesco S&P 500® Equal Weight Industrials ETF
$14,927
$16,505
$19,900
$8,172
$5,206
$3,495
45.44%
48.63%
Invesco S&P 500® Equal Weight Materials ETF
$14,666
$14,114
$10,458
$7,133
$4,530
$678
36.09%
53.01%
Invesco S&P 500® Equal Weight Real Estate ETF
$1,518
$2,373
$980
$828
$668
$42
48.50%
58.12%
Invesco S&P 500® Equal Weight Technology ETF
$100,752
$107,523
$122,935
$23,547
$27,456
$14,260
15.77%
25.81%
Invesco S&P 500® Equal Weight Utilities ETF
$9,352
$18,088
$29,163
$2,899
$6,733
$2,382
25.45%
31.42%
Invesco S&P 500 GARP ETF
$38,909
$76,250
$6,841
$11,925
$21,913
N/A
27.53%
27.79%
Invesco S&P 500® Pure Growth ETF
$160,467
$432,447
$417,365
$15,700
$4,733
$3,919
7.14%
13.60%
Invesco S&P 500® Pure Value ETF
$220,518
$224,329
$200,631
$45,240
$6,263
$1,773
20.52%
30.60%
Invesco S&P 500® Quality ETF
$248,053
$220,925
$260,493
$25,054
$12,420
$31,814
8.05%
12.00%
Invesco S&P 500® Top 50 ETF
$14,376
$15,548
$12,225
$6,879
$13,147
$34
47.85%
44.80%
Invesco S&P 500 Value with Momentum ETF
$10,705
$30,881
$15,991
$6,898
$13,848
$465
59.53%
64.52%
Invesco S&P MidCap 400® Equal Weight ETF
$13,223
$22,451
$16,722
$4,636
$9,430
$174
28.41%
34.47%
Invesco S&P MidCap 400® Pure Growth ETF
$65,701
$170,008
$269,958
$8,949
$6,717
$8,240
11.48%
22.82%
Invesco S&P MidCap 400® Pure Value ETF
$30,246
$129,631
$60,600
$12,146
$10,707
$1,001
32.93%
43.92%
Invesco S&P MidCap Momentum ETF
$175,493
$347,018
$22,963
$9,913
$3,976
N/A
4.15%
5.27%
Invesco S&P MidCap Quality ETF
$14,718
$17,552
$6,897
$7,448
$188
N/A
36.38%
35.43%
Invesco S&P MidCap Value with Momentum ETF
$28,803
$78,169
$17,581
$9,459
$1,054
N/A
29.41%
39.65%
Invesco S&P SmallCap 600® Equal Weight ETF
$28,030
$41,017
$19,027
$8,357
$1,839
$68
27.99%
44.51%
Invesco S&P SmallCap 600® Pure Growth ETF
$53,037
$191,573
$239,771
$3,587
$5,433
$3,720
6.72%
12.44%
Invesco S&P SmallCap 600® Pure Value ETF
$216,546
$287,697
$200,800
$16,114
$5,361
$3,934
6.72%
7.75%
Invesco S&P SmallCap Momentum ETF
$66,612
$108,338
$34,735
$8,668
$2,321
N/A
10.07%
17.14%
Invesco S&P SmallCap Value with Momentum ETF
$112,731
$152,176
$73,415
$5,946
$2,589
N/A
4.72%
7.22%
Invesco S&P Spin-Off ETF
$18,158
$42,244
$55,286
$9,858
$8,037
$4,404
49.28%
49.27%
Invesco Water Resources ETF
$104,122
$97,115
$170,626
$1,392
$354
$3
1.08%
3.36%
Invesco WilderHill Clean Energy ETF
$929,851
$187,749
$107,474
$42,683
$1,554
$5,172
3.65%
9.23%
Invesco Zacks Mid-Cap ETF
$114,842
$180,287
$192,966
$18,523
$17,668
$176
11.59%
15.27%
Invesco Zacks Multi-Asset Income ETF
$189,336
$399,574
$477,863
$44,015
$29,985
$1,681
21.02%
38.27%
(1)
Effective April 30, 2019, the Fund’s fiscal year end changed from August 31 to April 30. The information presented is for the prior fiscal period September 1, 2018 through April 30, 2019 and the fiscal years ended April 30, 2020 and 2021. During the fiscal year ended August 31, 2018, the total amount of brokerage commissions paid by the Fund was $104,625, and the total amount of brokerage commissions paid by the Fund to affiliated brokers was $2,971.
(2)
The Fund's inception date was November 7, 2018, and therefore the information presented for the 2019 fiscal year is for the period from inception through April 30, 2019.
ADDITIONAL INFORMATION CONCERNING THE TRUST
The Trust is an open-end management investment company registered under the 1940 Act. The Trust was organized as a Massachusetts business trust on June 9, 2000 pursuant to a Declaration of Trust (the “Declaration”).
The Trust is authorized to issue an unlimited number of Shares in one or more series or “Funds.” The Board has the right to establish additional series in the future, to determine the preferences, voting powers,
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rights and privileges thereof and to modify such preferences, voting powers, rights and privileges without shareholder approval.
Each Share issued by a Fund has a pro rata interest in the assets of the Fund. Shares have no preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and other distributions declared by the Board with respect to the Fund and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all the Funds of the Trust vote together as a single class except as otherwise required by the 1940 Act, or if the matter being voted on affects only a particular Fund, and, if a matter affects a particular Fund differently from other Funds, the Shares of that Fund will vote separately on such matter.
The Declaration provides that by becoming a shareholder of a Fund, each shareholder shall be held expressly to have agreed to be bound by the provisions of the Declaration. The Declaration may, except in limited circumstances, be amended or supplemented by the Trustees without shareholder vote. The holders of Shares are required to disclose information on direct or indirect ownership of Shares as may be required to comply with various laws applicable to the Fund, and ownership of Shares may be disclosed by the Fund if so required by law or regulation. The Trust’s Declaration also provides that shareholders may not bring suit on behalf of a Fund without first requesting that the Trustees bring such suit unless there would be irreparable injury to the Fund, or if a majority of the Trustees have a personal financial interest in the action. Trustees are not considered to have a personal financial interest by virtue of being compensated for their services as Trustees. Following receipt of the demand, the Trustees have a period of 45 days to consider the demand. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the shareholders.
The Trust is not required, and does not intend to hold annual meetings of shareholders, but will call a special meeting of shareholders whenever required by the 1940 Act or by the terms of the Declaration. Shareholders owning more than 10% of the outstanding Shares of the Trust have the right to call a special meeting to remove one or more Trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees. The Trust’s Declaration further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
The Trust’s Declaration also provides that a Trustee acting in his or her capacity of trustee is not liable personally to any person other than the Trust or its shareholders for any act, omission, or obligation of the Trust. The Declaration further provides that a Trustee or officer is liable to the Trust or its shareholders only for his or her bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties, and shall not be liable for errors of judgment or mistakes of fact or law. The Declaration requires the Trust to indemnify any persons who are or who have been Trustees, officers or employees of the Trust for any liability for actions or failure to act except to the extent prohibited by applicable federal law.
The Trust’s bylaws require that any action commenced by a Shareholder, directly or derivatively, against the Trust or a series thereof, its Trustees or officers, shall be brought only in the U.S. District Court for the Northern District of Illinois, or if such action may not be brought in that court, then such action shall be brought in Illinois state court (the “Chosen Courts”). The Trust, its Trustees and officers, and its Shareholders (a)
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waive any objection to venue in either Chosen Court and (b) waive any objection that either Chosen Court is an inconvenient forum.
The Trust does not have information concerning the beneficial ownership of Shares held by DTC Participants (as defined below).
Shareholders may make inquiries by writing to the Trust, c/o the Distributor, Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
Book Entry Only System. The following information supplements and should be read in conjunction with the section in the Funds’ Prospectus entitled “Book Entry.”
DTC Acts as Securities Depository for Shares. Shares are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
DTC, a limited-purpose trust company, was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, a number of DTC Participants and the New York Stock Exchange, Inc. (“NYSE”) and FINRA own DTC. Access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records DTC maintains (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase and sale of Shares.
Conveyance of all notices, statements and other communications to Beneficial Owners is affected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such DTC Participant may transmit such notice, statement or communication, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares of a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
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DTC may decide to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable cost.
Proxy Voting. The Board has delegated responsibility for decisions regarding proxy voting for securities each Fund holds to the Adviser. The Adviser will vote such proxies in accordance with its proxy policies and procedures, which are summarized in Appendix A to this SAI. The Board periodically reviews each Fund’s proxy voting record.
The Trust is required to disclose annually the Funds’ complete proxy voting record on Form N-PX covering the period July 1 through June 30 and file it with the SEC no later than August 31. Form N-PX for the Funds also is available at no charge, upon request, by calling 800.983.0903 or by writing to Invesco Exchange-Traded Fund Trust at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515. The Trust’s Form N-PX also is available on the SEC’s website at www.sec.gov.
Code of Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board has approved a Code of Ethics of the Trust, the Adviser and the Distributor (the “Ethics Code”). The Ethics Code is intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest that no undue personal benefit is obtained from the person’s employment activities and that actual and potential conflicts of interest are avoided.
The Ethics Code applies to the personal investing activities of Trustees and officers of the Trust, the Adviser and the Distributor (“Access Persons”). Rule 17j-1 and the Ethics Code are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Ethics Code, Access Persons may engage in personal securities transactions, but must report their personal securities transactions for monitoring purposes. The Ethics Code permits personnel subject to the Ethics Code to invest in securities subject to certain limitations, including securities that a Fund may purchase or sell. In addition, certain Access Persons must obtain approval before investing in initial public offerings or private placements. The Ethics Code is on file with the SEC and is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. The Ethics Code may be obtained, after paying a duplicating fee, by e-mail at [email protected].
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
General
The Trust issues and sells Shares of each Fund only in Creation Unit Aggregations on a continuous basis through the Distributor, without a sales load, at the Fund’s NAV next determined after receipt of an order in “proper form” (as defined below) on any Business Day. A “Business Day” is any day on which the Exchange is open for business. As of the date of this SAI, each Exchange is closed in observance of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. On days when an Exchange closes earlier than normal, a Fund may require orders to be placed earlier in the day.
The number of Shares that constitute a Creation Unit Aggregation for a Fund is set forth in the Fund’s Prospectus. In its discretion, the Trust reserves the right to increase or decrease the number of Shares that constitutes a Creation Unit Aggregation for a Fund.
Role of the Authorized Participant
A Fund only may issue Creation Units to, or redeem Creation Units from, an authorized participant, referred to herein as an “AP.” To be eligible to place orders for the purchase or redemption of a Creation Unit of a Fund, an AP must have executed a written agreement with the Fund or one of its service providers that allows the AP to place such orders (“Participant Agreement”). In addition, an AP must be a member or participant of a clearing agency that is registered with the SEC. An AP may place orders for the creation or redemption of Creation Units through the clearing process of the Continuous Net Settlement System (the
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“Clearing Process”) of the National Securities Clearing Corporation (“NSCC”), Euroclear, the Fed Book-Entry System and/or DTC, subject to the procedures set forth in the Participant Agreement. (APs that participate in the Clearing Process are sometimes referred to as a “Participating Party,” and APs that are eligible to utilize the Fed Book Entry System and/or DTC are sometimes referred to as a “DTC Participant”). Transfers of securities settling through Euroclear or other foreign depositories may require AP access to such facilities.
Pursuant to the terms of its Participant Agreement, an AP will agree, and on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that the AP will make available in advance of each purchase of Shares an amount of cash sufficient to pay the Cash Component, together with the transaction fees described below. An AP acting on behalf of an investor may require the investor to enter into an agreement with such AP with respect to certain matters, including payment of the Cash Component. Investors who are not APs make appropriate arrangements with an AP to submit orders to purchase or redeem Creation Units of a Fund. Investors should be aware that their particular broker may not be a DTC Participant or may not have executed a Participant Agreement and that, therefore, orders to purchase Creation Units may have to be placed by the investor’s broker through an AP. In such cases, there may be additional charges to such investor. At any given time, there may be only a limited number of APs. A list of current APs may be obtained from the Distributor. In addition, the Distributor may be appointed as the proxy of the AP and may be granted a power of attorney under the Participant Agreement.
Creations
Portfolio Deposit. The consideration for purchase of a Creation Unit of a Fund generally consists of the in-kind deposit of a portfolio of securities, assets or other positions constituting a substantial replication of a Fund’s portfolio holdings (the “Deposit Securities”) and an amount of cash denominated in U.S. dollars (the “Cash Component”) computed as described below, plus any applicable administrative or other transaction fees, also as discussed below. Together, the Deposit Securities and the Cash Component constitute the “Portfolio Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit Aggregation of any Fund.
The “Cash Component” is an amount equal to the difference between the aggregate NAV of the Shares per Creation Unit and the “Deposit Amount,” which is an amount equal to the total aggregate market value (per Creation Unit) of the Deposit Securities. The Cash Component, which is sometimes called the “Balancing Amount,” serves to compensate for any differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the AP purchasing the Creation Unit.
Each business day before the opening of regular trading on the Exchange where Shares are traded (usually 9:30 a.m., Eastern Time), a Fund discloses on its website (www.invesco.com/ETFs) the Deposit Securities and/or the amount of the applicable Cash Component to be included in the current Portfolio Deposit (based on information at the end of the previous Business Day) for each Fund. Such Portfolio Deposit is applicable, subject to any adjustments as described below, to effect purchases of Creation Units of a Fund until such time as the next-announced Portfolio Deposit is made available.
The identity and number of shares of the Deposit Securities required for a Portfolio Deposit will change as rebalancing adjustments and corporate action events are reflected within the affected Fund from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities also may change in response to adjustments to the weighting or composition of the securities of the relevant Underlying Index. Such adjustments will reflect changes known to the Adviser by the time of determination of the Deposit Securities in the composition of the relevant Underlying Index or resulting from stock splits and other corporate actions.
The Adviser expects that the Deposit Securities should correspond pro rata, to the extent practicable, to the securities held by the Fund. However, the Trust reserves the right to permit or require an order containing the substitution of an amount of cash—i.e., a “cash in lieu” amount—to be added, at its discretion, to the Cash Component to replace one or more Deposit Securities. For example, a cash substitution may be permitted or required for any Deposit Security that (i) may not be available in sufficient quantity for delivery, (ii) may not be
95

eligible for transfer through the systems of DTC or the Clearing Process (discussed below), (iii) might not be eligible for trading by an AP or the investor on whose behalf the AP is acting, or (iv) in certain other situations at the sole discretion of the Trust. Additionally, the Trust may permit or require the submission of a portfolio of securities or cash that differs from the composition of the published portfolio(s) (a “Custom Order”). A Fund also may permit or require the consideration for Creation Unit Aggregations to consist solely of cash (see “—Cash Creations” below).
Cash Creations. If a Fund permits or requires partial or full cash creations, such purchases shall be effected in essentially the same manner as in-kind purchases. In the case of a cash creation, the AP must pay the same Cash Component required to be paid by an in-kind purchaser, plus the Deposit Amount (i.e., the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, as described in the subsection “—Portfolio Deposit” above).
Trading costs, operational processing costs and brokerage commissions associated with using cash to purchase requisite Deposit Securities will be incurred by a Fund and will affect the value of the Shares; therefore, such Funds may require APs to pay transaction fees to offset brokerage and other costs associated with using cash to purchase the requisite Deposit Securities (see “Creation and Redemption Transaction Fees” below).
Creation Orders
Procedures for Creation of Creation Unit Aggregations. Orders must be transmitted by an AP, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant to procedures set forth in the Participant Agreement, and such procedures may change from time to time. APs purchasing Creation Units of Funds that invest in domestic equity securities (“Domestic Equity Funds”) may transfer Deposit Securities in one of two ways: (i) through the Clearing Process (see “Placing Creation Orders Using the Clearing Process”), or (ii) with a Fund “outside” the Clearing Process through the facilities of DTC (see “Placing Creation Orders Outside the Clearing Process”). The Clearing Process is not currently available for purchases or redemptions of Creation Units of Funds that invest in foreign securities (“International Equity Funds”). Accordingly, APs submitting creation orders for such Funds must effect those transactions outside the Clearing Process, as described further below.
All orders to purchase Creation Units, whether through or outside the Clearing Process, must be received by the Transfer Agent and/or Distributor no later than the order cut-off time designated in the Participant Agreement (“Order Cut-Off Time”) on the relevant Business Day in order for the creation of Creation Units to be effected based on the NAV of Shares of a Fund as determined on such date. With certain exceptions, the Order Cut-Off Time for the Funds, as set forth in the Participant Agreement, usually is the closing time of the regular trading session on the New York Stock Exchange—i.e., ordinarily 4:00 p.m., Eastern time. In the case of Custom Orders, the Order Cut-Off Time is no later than 3:00 p.m., Eastern time. Additionally, on days when the NYSE, the relevant Exchange or the bond markets close earlier than normal, the Trust may require creation orders to be placed earlier in the day. The Business Day on which an order is placed and deemed received is referred to as the “Transmittal Date.”
Orders must be transmitted by an AP by telephone, online portal or other transmission method acceptable to the Transfer Agent and the Distributor. Economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Transfer Agent, the Distributor or an AP. APs placing creation orders should afford sufficient time to permit proper submission of the order. Orders effected outside the Clearing Process likely will require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected through the Clearing Process. APs placing orders outside the Clearing Process should ascertain all deadlines applicable to DTC and the Federal Reserve Bank wire system. Additional transaction fees may be imposed with respect to transactions effected outside the Clearing Process (see “Creation and Redemption Transaction Fees” below).
A creation order is considered to be in “proper form” if: (i) a properly completed irrevocable purchase order has been submitted by the AP (either on its own or another investor’s behalf) not later than the Fund’s specified Order Cut-Off Time on the Transmittal Date, and (ii) arrangements satisfactory to the applicable
96

Fund are in place for payment of the Cash Component and any other cash amounts which may be due, and (iii) all other procedures regarding placement of a creation order set forth in the Participant Agreement are properly followed. Special procedures are specific to Custom Orders, as set forth in the Participant Agreement.
All questions as to the number of shares of each security in the Deposit Securities to be delivered, and the validity, form, eligibility (including time of receipt) and acceptance for deposit of any securities to be delivered shall be determined by each Fund, and such Fund's determination shall be final and binding.
Placing Creation Orders Using the Clearing Process. The Clearing Process is the process of creating or redeeming Creation Unit Aggregations through the Continuous Net Settlement System of the NSCC. Portfolio Deposits made through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes the Transfer Agent to transmit, on behalf of the Participating Party, such trade instructions to the NSCC as are necessary to effect the Participating Party’s creation order. Pursuant to such trade instructions, the Participating Party agrees to deliver the Portfolio Deposit to the Transfer Agent, together with such additional information as may be required by the Distributor.
Placing Creation Orders Outside the Clearing Process. Portfolio Deposits made outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement. A DTC Participant who wishes to place a creation order outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that the creation instead will be effected through a transfer of securities and cash directly through DTC.
APs purchasing Creation Units of Shares of International Equity Funds must have international trading capabilities. Once the Custodian has been notified of an order to purchase Creation Units of an International Equity Fund, it will provide such information to the relevant sub-custodian(s) of each such Fund. The Custodian shall then cause the sub-custodian(s) of each such Fund to maintain an account into which the AP shall deliver, on behalf of itself or the party on whose behalf it is acting, the Portfolio Deposit. Deposit Securities must be maintained by the applicable local sub-custodian(s).
Acceptance of Creation Orders. The Transfer Agent will deliver to the AP a confirmation of acceptance of a creation order within 15 minutes of the receipt of a submission received in proper form. A creation order is deemed to be irrevocable upon the delivery of the confirmation of acceptance, subject to the conditions below.
The Trust reserves the absolute right to reject a creation order transmitted to it by the Distributor in respect of a Fund if: (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of that Fund; (iii) the Deposit Securities delivered are not as designated for that date by the Custodian; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (v) acceptance of the Portfolio Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trust or the Adviser have an adverse effect on the Trust or the rights of Beneficial Owners; or (vii) there exist circumstances outside the control of the Trust that make it impossible to process creation orders for all practical purposes. Examples of such circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Adviser, the Distributor, DTC, NSCC, the Federal Reserve, the Transfer Agent, a sub-custodian or any other participant in the creation process, and similar extraordinary events. The Transfer Agent shall notify a prospective purchaser of a Creation Unit (and/or the AP acting on its behalf) of the rejection of such creation order. The Trust, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits, nor shall any of them incur any liability for the failure to give any such notification.
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Issuance of a Creation Unit
Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the applicable Fund of the Deposit Securities and the payment of the Cash Component have been completed.
Notwithstanding the foregoing, a Fund may issue Creation Units to an AP, notwithstanding the fact that the corresponding Portfolio Deposit has not been delivered in part or in whole, in reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon as possible. To secure such undertaking, the AP must deposit and maintain cash collateral in an amount equal to the sum of (i) the Cash Component, plus (ii) at least 105% of the market value of the undelivered Deposit Securities. In such circumstances, the creation order shall be deemed to be received on the Transmittal Date, provided that (i) such order is placed in proper form prior to the Order Cut-Off Time, and (ii) requisite federal funds in an appropriate amount are delivered by certain deadlines on the contractual settlement date, as set forth in such Participant Agreement (typically, 11:00 a.m., Eastern time on such date for equity Funds). If such order is not placed in proper form prior to the Order Cut-Off Time, and/or all other deadlines and conditions set forth in the Participant Agreement relating to such additional deposits are not met, then the order may be deemed to be canceled, and the AP shall be liable to the Fund for losses, if any, resulting therefrom. The Trust may use such collateral at any time to buy Deposit Securities for the Funds, and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such Deposit Securities and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.
Using the Clearing Process. An AP that is a Participating Party is required to transfer to the Transfer Agent: (i) the requisite Deposit Securities expected to be delivered through NSCC, and (ii) the Cash Component, if any, to the Transfer Agent by means of the Trust’s Clearing Process. In each case, the delivery must occur by the “regular way” settlement date – i.e., generally, the second Business Day following the Transmittal Date (“T+2”). At that time, the Transfer Agent shall initiate procedures to transfer the requisite Shares and the Cash Component, if any, through the Clearing Process so as to be received no later than on the “regular way” settlement date (i.e., T+2).
Outside the Clearing Process—Domestic Equity Funds. An AP that is a DTC Participant that orders a creation outside the Clearing Process is required to transfer to the Transfer Agent: (i) the requisite Deposit Securities through DTC, and (ii) the Cash Component, if any, through the Federal Reserve Bank wire system. Such Deposit Securities must be received by the Transfer Agent by 11:00 a.m., Eastern time on the “regular way” settlement date (i.e., T+2), while the Cash Component must be received by 2:00 p.m., Eastern time on that same date. Otherwise, the creation order shall be canceled. For creation units issued principally for cash (see “—Cash Creations” above), the DTC Participant shall be required to transfer the Cash Component through the Federal Reserve Bank wire system to be received by 2:00 p.m., Eastern time on the Contractual Settlement Date (as defined below). At that time, the Transfer Agent shall initiate procedures to transfer the requisite Shares through DTC and the Cash Component, if any, through the Federal Reserve Bank wire system so as to be received by the purchaser no later than T+2 (except as otherwise set forth in the Participant Agreement).
Outside the Clearing Process—International Equity Funds. Deposit Securities must be delivered to an account maintained at the applicable local sub-custodian on or before 11 a.m., Eastern time, on the Contractual Settlement Date. The “Contractual Settlement Date” is the earlier of (i) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Trust and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction where any of the securities of the relevant Fund are customarily traded. The AP also must make available by the Contractual Settlement Date funds estimated by the Trust to be sufficient to pay the Cash Component, if any. For Creation Units issued principally for cash, the DTC Participant shall be required to transfer the Cash Component through the Federal Reserve Bank wire system to be received by 2:00 p.m., Eastern time on the Contractual Settlement Date. When the sub-custodian confirms to the Custodian that the required securities included in the Portfolio Deposit (or, when permitted in the sole discretion of the Trust, the cash value thereof) have been delivered to the account of the relevant sub-custodian, the Custodian shall notify the Distributor
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and Transfer Agent, and the Trust will issue and cause the delivery of the Creation Unit of Shares via DTC so as to be received by the purchaser no later than T+2.
Creation and Redemption Transaction Fees
Creation and redemption transactions for each Fund are subject to an administrative fee, payable to BNYM, in the amount listed in the table below, irrespective of the size of the order. As shown in the table below, the administrative fee has a base amount for each Fund; however, BNYM may increase the administrative fee to a maximum of four times the base amount for administration and settlement of non-standard orders requiring additional administrative processing by BNYM.
Fund
Base
Administrative Fee
(Payable to BNYM)
Maximum
Administrative Fee
(Payable to BNYM)
Invesco Aerospace & Defense ETF
$500
$2,000
Invesco BuyBack Achievers™ ETF
$500
$2,000
Invesco Dividend Achievers™ ETF
$500
$2,000
Invesco Dow Jones Industrial Average
Dividend ETF
$500
$2,000
Invesco DWA Basic Materials
Momentum ETF
$500
$2,000
Invesco DWA Consumer Cyclicals
Momentum ETF
$500
$2,000
Invesco DWA Consumer Staples
Momentum ETF
$500
$2,000
Invesco DWA Energy Momentum ETF
$500
$2,000
Invesco DWA Financial Momentum ETF
$500
$2,000
Invesco DWA Healthcare Momentum
ETF
$500
$2,000
Invesco DWA Industrials Momentum ETF
$500
$2,000
Invesco DWA Momentum ETF
$500
$2,000
Invesco DWA Technology Momentum
ETF
$500
$2,000
Invesco DWA Utilities Momentum ETF
$500
$2,000
Invesco Dynamic Biotechnology &
Genome ETF
$500
$2,000
Invesco Dynamic Building &
Construction ETF
$500
$2,000
Invesco Dynamic Energy Exploration &
Production ETF
$500
$2,000
Invesco Dynamic Food & Beverage ETF
$500
$2,000
Invesco Dynamic Large Cap Growth
ETF
$500
$2,000
Invesco Dynamic Large Cap Value ETF
$500
$2,000
Invesco Dynamic Leisure and
Entertainment ETF
$500
$2,000
Invesco Dynamic Market ETF
$500
$2,000
Invesco Dynamic Media ETF
$500
$2,000
Invesco Dynamic Networking ETF
$500
$2,000
Invesco Dynamic Oil & Gas Services
ETF
$500
$2,000
Invesco Dynamic Pharmaceuticals ETF
$500
$2,000
Invesco Dynamic Semiconductors ETF
$500
$2,000
Invesco Dynamic Software ETF
$500
$2,000
Invesco Financial Preferred ETF
$500
$2,000
Invesco FTSE RAFI US 1000 ETF
$500
$2,000
Invesco FTSE RAFI US 1500 Small-Mid
ETF
$500
$2,000
Invesco Global Listed Private Equity ETF
$1,000
$4,000
Invesco Golden Dragon China ETF
$500
$2,000
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Fund
Base
Administrative Fee
(Payable to BNYM)
Maximum
Administrative Fee
(Payable to BNYM)
Invesco High Yield Equity Dividend
Achievers™ ETF
$500
$2,000
Invesco International Dividend
Achievers™ ETF
$500
$2,000
Invesco MSCI Sustainable Future ETF
$500
$2,000
Invesco NASDAQ Internet ETF
$500
$2,000
Invesco Raymond James SB-1 Equity
ETF
$1,000
$4,000
Invesco S&P 100 Equal Weight ETF
$500
$2,000
Invesco S&P 500 BuyWrite ETF
$2,000
$8,000
Invesco S&P 500® Equal Weight ETF
$2,000
$8,000
Invesco S&P 500® Equal Weight
Communication Services ETF
$250
$1,000
Invesco S&P 500® Equal Weight
Consumer Discretionary ETF
$500
$2,000
Invesco S&P 500® Equal Weight
Consumer Staples ETF
$500
$2,000
Invesco S&P 500® Equal Weight Energy
ETF
$500
$2,000
Invesco S&P 500® Equal Weight
Financials ETF
$500
$2,000
Invesco S&P 500® Equal Weight Health
Care ETF
$500
$2,000
Invesco S&P 500® Equal Weight
Industrials ETF
$500
$2,000
Invesco S&P 500® Equal Weight
Materials ETF
$500
$2,000
Invesco S&P 500® Equal Weight Real
Estate ETF
$500
$2,000
Invesco S&P 500® Equal Weight
Technology ETF
$500
$2,000
Invesco S&P 500® Equal Weight Utilities
ETF
$500
$2,000
Invesco S&P 500 GARP ETF
$500
$2,000
Invesco S&P 500® Pure Growth ETF
$1,000
$4,000
Invesco S&P 500® Pure Value ETF
$1,000
$4,000
Invesco S&P 500® Quality ETF
$500
$2,000
Invesco S&P 500® Top 50 ETF
$500
$2,000
Invesco S&P 500 Value with Momentum
ETF
$500
$2,000
Invesco S&P MidCap 400® Equal
Weight ETF
$500
$2,000
Invesco S&P MidCap 400® Pure Growth
ETF
$500
$2,000
Invesco S&P MidCap 400® Pure Value
ETF
$500
$2,000
Invesco S&P MidCap Momentum ETF
$500
$2,000
Invesco S&P MidCap Quality ETF
$500
$2,000
Invesco S&P MidCap Value with
Momentum ETF
$500
$2,000
Invesco S&P SmallCap 600® Equal
Weight ETF
$500
$2,000
Invesco S&P SmallCap 600® Pure
Growth ETF
$1,000
$4,000
Invesco S&P SmallCap 600® Pure Value
ETF
$1,000
$4,000
Invesco S&P SmallCap Momentum ETF
$500
$2,000
Invesco S&P SmallCap Value with
Momentum ETF
$500
$2,000
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Fund
Base
Administrative Fee
(Payable to BNYM)
Maximum
Administrative Fee
(Payable to BNYM)
Invesco S&P Spin-Off ETF
$500
$1,000
Invesco Water Resources ETF
$500
$2,000
Invesco WilderHill Clean Energy ETF
$500
$2,000
Invesco Zacks Mid-Cap ETF
$500
$2,000
Invesco Zacks Multi-Asset Income ETF
$1,000
$4,000
Additionally, the Adviser may charge an additional, variable fee (sometimes referred to as a “cash-in-lieu” fee) to the extent a Fund permits or requires APs to create or redeem Creation Units for cash, or otherwise substitute cash for any Deposit Security. Such cash-in-lieu fees are payable to a Fund and are charged to defray the transaction cost to a Fund of buying (or selling) Deposit Securities, to cover spreads and slippage costs and to protect existing shareholders. The cash-in-lieu fees will be negotiated between the Adviser and the AP and may be different for any given transaction, Business Day or AP; however in no instance will such cash-in-lieu fees exceed 2% of the value of a Creation Unit. From time to time, the Adviser, in its sole discretion, may adjust a Fund's cash-in-lieu fees or reimburse APs for all or a portion of the creation or redemption transaction fees.
Redemptions
Shares may be redeemed only by APs at their NAV per Share next determined after receipt by the Distributor of a redemption request in proper form. A Fund will not redeem Shares in amounts less than a Creation Unit. Beneficial Owners of Shares may sell their Shares in the secondary market, but they must accumulate enough Shares to constitute a Creation Unit to redeem those Shares with a Fund. There can be no assurance that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.
Fund Securities. The redemption proceeds for a Creation Unit generally consist of a portfolio of securities (the “Fund Securities”), plus or minus an amount of cash denominated in U.S. dollars (the “Cash Redemption Amount”), representing an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after receipt of a request in proper form, and the total aggregate market value of the Fund Securities, less any applicable administrative or other transaction fees, as discussed above. The Cash Redemption Amount is calculated in the same manner as the Balancing Amount. To the extent that the Fund Securities have a value greater than the NAV of the Shares being redeemed, a Cash Redemption Amount payment equal to the differential is required to be paid by the redeeming shareholder.
Each business day before the opening of regular trading on the Exchange where Shares are traded (usually 9:30 a.m., Eastern Time), the Fund discloses the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day, as well as the Cash Redemption Amount. Such Fund Securities and the corresponding Cash Redemption Amount are applicable to effect redemptions of Creation Units of a Fund until such time as the next-announced composition of the Fund Securities and Cash Redemption Amount is made available.
The Adviser expects that the Fund Securities should correspond pro rata, to the extent practicable, to the securities held by the Fund. However, Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. The Trust also may provide such redeemer a Custom Order, which, as described above, is a portfolio of securities that differs from the exact composition of the published list of Fund Securities, but in no event will the total value of the securities delivered and the cash transmitted differ from the NAV. In addition, the Trust reserves the right to permit or require an amount of cash to be added, at its discretion, to the Cash Redemption Amount to replace one or more Fund Securities (see “— Cash Redemptions” below).
Cash Redemptions. Certain Funds (as set forth in the Prospectus) generally will pay out the proceeds of redemptions of Creation Units partially or principally for cash (or through any combination of cash and Fund Securities). In addition, an investor may request a redemption in cash that a Fund may, in its sole discretion,
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permit. In either case, the investor will receive a cash payment in an amount equal to the NAV of its Shares next determined after a redemption request is received (less any redemption transaction fees imposed, as specified above).
Redemptions of Shares will be subject to compliance with applicable federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Unit Aggregations for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An AP that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144. The AP may request the redeeming beneficial owner of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment.
Redemption Requests
Procedures for Redemption of Creation Unit Aggregations. Orders must be transmitted by an AP, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant to procedures set forth in the Participant Agreement, and such procedures may change from time to time. APs seeking to redeem Shares of Domestic Equity Funds may transfer Creation Units through the Clearing Process (see “Placing Redemption Requests Using the Clearing Process”) or outside the Clearing Process through the facilities of DTC (see “Placing Redemption Requests Outside the Clearing Process”). As noted above, the Clearing Process is not currently available for redemptions of Creation Units of International Equity Funds; accordingly, APs seeking to redeem Shares of such Funds must effect such transactions outside the Clearing Process.
All requests to redeem Creation Units, whether through the Clearing Process, or outside the Clearing Process through DTC or otherwise, must be received by the Distributor no later than the Order Cut-Off Time on the relevant Business Day. As with creation orders, requests for redemption of Custom Orders must be received by 3:00 p.m., Eastern time, and some Funds, as set forth in the Participant Agreement, may have different Order Cut-Off Times for redemptions.
A redemption request will be considered to be in “proper form” if (i) a duly completed request form is received by the Distributor from the AP on behalf of itself or another redeeming investor at the specified Order Cut-Off Time, and (ii) arrangements satisfactory to the Fund are in place for the AP to transfer or cause to be transferred to the Fund the Creation Unit of such Fund being redeemed on or before contractual settlement of the redemption request. Special procedures are specific to Custom Orders, as set forth in the Participant Agreement.
As discussed herein, a redeeming investor will pay a transaction fee to offset the Fund’s trading costs, operational processing costs, brokerage commissions and other similar costs incurred in transferring the Fund Securities from its account to the account of the redeeming investor. An entity redeeming Shares in Creation Units outside the Clearing Process may be required to pay a higher transaction fee than would have been charged had the redemption been effected through the Clearing Process. A redeeming investor receiving cash in lieu of one or more Fund Securities may also be assessed a higher transaction fee on the cash in lieu portion. This higher transaction fee will be assessed in the same manner as the transaction fee incurred in purchasing Creation Units.
Placing Redemption Requests Using the Clearing Process. Requests to redeem Creation Units through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant to procedures set forth in the Participant Agreement.
Placing Redemption Requests Outside the Clearing Process. Orders to redeem Creation Units outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement. A DTC Participant who wishes to place a redemption order outside the Clearing Process need not
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be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption instead will be effected through a transfer of Shares directly through DTC.
In the case of Shares of International Equity Funds, upon redemption of Creation Units and taking delivery of the Fund Securities into the account of the redeeming shareholder or an AP acting on behalf of such investor, such person must maintain appropriate custody arrangements with a broker-dealer, bank or other custody provider in each jurisdiction in which any of such Fund Securities are customarily traded. 
Acceptance of Redemption Requests. The Transfer Agent will deliver to the AP a confirmation of acceptance of a request to redeem Shares in Creation Units within 15 minutes of the receipt of a submission received in proper form. A redemption order is deemed to be irrevocable upon the delivery of the confirmation of acceptance.
The right of redemption may be suspended or the date of payment postponed (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal of the Shares or determination of a Fund's NAV is not reasonably practicable; or (iv) in such other circumstances as is permitted by the SEC.
Issuance of Fund Securities
To the extent contemplated by a Participant Agreement, in the event an AP has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to the Distributor, on behalf of the Fund, by the closing time of the regular trading session on the Exchange on the date such redemption request is submitted, the Distributor will nonetheless accept the redemption request in reliance on the undertaking by the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by the AP’s delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The Trust may use such collateral at any time to purchase the missing Shares, and will subject the AP to liability for any shortfall between the cost of the Fund acquiring such Shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.
Using the Clearing Process. An AP that is a Participating Party is required to transfer to the Transfer Agent: (i) the requisite Shares, and (ii) the Cash Redemption Amount, if any, to the Transfer Agent by means of the Trust's Clearing Process. In each case, the delivery must occur by the “regular way” settlement date (i.e., T+2). At that time, the Transfer Agent shall initiate procedures to transfer the requisite Fund Securities and the Cash Redemption Amount, if any, through the Clearing Process so as to be received no later than on the “regular way” settlement date (i.e., T+2).
Outside the Clearing Process—Domestic Equity Funds. An AP that is a DTC Participant making a redemption request outside the Clearing Process is required to transfer to the Transfer Agent: (i) the requisite Shares through DTC, and (ii) the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system. Such Shares and Cash Redemption Amount must be received by the Transfer Agent by 11:00 a.m., Eastern time on the Contractual Settlement Date. At that time, the Transfer Agent shall initiate procedures to transfer the requisite Fund Securities through DTC and the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system so as to be received no later than T+2 (except as otherwise set forth in the Participant Agreement).
Outside the Clearing Process—International Equity Funds. A redeeming AP must maintain appropriate securities broker-dealer, bank or other custody arrangements to which account such in-kind redemption proceeds will be delivered. If neither the redeeming beneficial owner nor the AP acting on its behalf has appropriate arrangements to take delivery of the Fund Securities in the applicable jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the beneficial owner will be required to receive its redemption proceeds in cash.
Arrangements satisfactory to the Trust must be in place for the AP to transfer Creation Units through DTC on or before the settlement date. At that time, the Transfer Agent shall initiate procedures to transfer the
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requisite Fund Securities through DTC and the global sub-custodian network and the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system so as to be received generally no later than T+2.
Regular Holidays
Notwithstanding the foregoing, a Fund may effect deliveries of Creation Units and Fund Securities on a basis other than T+2 in order to accommodate local holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates or under certain other circumstances. The ability of the Trust to effect in-kind creations and redemptions on a T+2 basis is subject, among other things, to the condition that, in the time between the order date and the delivery date, there are no days that are holidays in an applicable foreign market. For every occurrence of one or more such intervening holidays that are not holidays observed in the U.S., the redemption settlement cycle will be extended by the number of such intervening holidays. In addition, the proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays or changes in local securities delivery practices, and/or other unforeseeable closings in a foreign market due to emergencies also may prevent a Fund from delivering securities within the normal settlement period. However, in no case will a Fund take more than 15 days after the receipt of the redemption request to deliver such securities to an AP.
TAXES
The following is a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of a Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This section is based on Code and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to a Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
The following is for general information only and is not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Funds
Each Fund has elected and intends to qualify each year as a RIC under Subchapter M of the Code. If a Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes.
Qualification as a RIC. In order to qualify for treatment as a RIC, a Fund must satisfy the following requirements:
Distribution Requirement—the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement).
Income Requirement—the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to,
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gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (“QPTPs”).
Asset Diversification Test—the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. Government Securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. Government Securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs.
In some circumstances, the character and timing of income realized by a Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (“IRS”) with respect to such type of investment may adversely affect a Fund’s ability to satisfy these requirements. See “Tax Treatment of Portfolio Transactions” below with respect to the application of these requirements to certain types of investments. In other circumstances, a Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Fund’s income and performance. In lieu of potential disqualification, a Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
Each Fund may use “equalization accounting” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If a Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. However, each Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. If the IRS determines that a Fund’s allocation is improper and/or that such Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year a Fund does not qualify as a RIC, all of its taxable income (including its net capital gain) would be subject to tax at the corporate income tax rate without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a RIC thus would have a negative impact on a Fund’s income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that a Fund will not qualify as a RIC in any given tax year. Even if such savings provisions apply, a Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of a Fund as a RIC if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold Shares in a taxable account, a high portfolio turnover rate may result in higher taxes. This is because a Fund with a high turnover rate may accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce a Fund’s after-tax performance. See “Taxation of Fund Distributions—Capital gain dividends” below.
For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by a Fund may cause such investors to be subject to increased U.S. withholding taxes. See “Foreign Shareholders—U.S. withholding tax at the source”
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below. For most ETFs, in-kind redemptions are the primary redemption mechanism and, therefore, a Fund may be less likely to sell securities in order to generate cash for redeeming shareholders, which a mutual fund might do. This provides a greater opportunity for ETFs to defer the recognition of gain on appreciated securities which it may hold thereby reducing the distribution of capital gains to its shareholders.
Capital loss carryovers. The capital losses of a Fund, if any, do not flow through to shareholders. Rather, a Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If a Fund has a “net capital loss” (that is, capital losses in excess of capital gains), the excess (if any) of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% “change in ownership” of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate, thereby reducing the Fund’s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to a Fund’s shareholders could result from an ownership change. Each Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another fund. Moreover, because of circumstances beyond the Funds’ control, there can be no assurance that a Fund will not experience, or has not already experienced, an ownership change.
Deferral of late year losses. Each Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year, which may change the timing, amount, or characterization of Fund distributions (see “Taxation of Fund Distributions—Capital gain dividends” below). A “qualified late year loss” includes:
(i)
any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and
(ii)
the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year.
The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (“PFIC”) for which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary income” mean other ordinary losses and income that are not described in the preceding sentence.
Undistributed capital gains. A Fund may retain or distribute to shareholders its net capital gain for each taxable year. Each Fund currently intends to distribute net capital gains. If a Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the corporate income tax rate. If a Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as
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long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain and will increase the tax basis for its Shares by an amount equal to the deemed distribution less the tax credit.
Asset allocation funds. If a Fund is a fund of funds (which invests in one or more underlying funds taxable as RICs), distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable distributions to shareholders of ordinary income or capital gains. A fund of funds generally will not be able currently to offset gains realized by one underlying fund in which the fund of funds invests against losses realized by another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Fund’s portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly purchased shares. Also, except with respect to a qualified fund of funds, a fund of funds (a) is not eligible to pass-through foreign tax credits from an underlying fund that pays foreign income taxes and (b) is not eligible to pass-through exempt-interest dividends from an underlying fund. A qualified fund of funds, i.e., a fund at least 50% of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends. Also a fund of funds, whether or not it is a qualified fund of funds, is eligible to pass-through qualified dividends earned by an underlying fund (see “Taxation of Fund Distributions—Qualified dividend income for individuals” and “Corporate dividends-received deduction” below). However, dividends paid by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
Federal excise tax. To avoid a 4% non-deductible excise tax, a Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. A Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Fund’s taxable year. Also, a Fund will defer any “specified gain” or “specified loss” which would be properly taken into account for the portion of the calendar after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, a Fund may make sufficient distributions to avoid liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in a Fund having to pay an excise tax.
Purchase of Shares. As a result of tax requirements, the Trust, on behalf of a Fund, has the right to reject an order to purchase Shares if the purchaser (or group of purchasers acting in concert with each other) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares of that Fund and if, pursuant to Sections 351 and 362 of the Code, the Fund would have a basis in the Deposit Securities different from the market value of such securities on the date of deposit. The Trust also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.
Foreign income tax. Investment income received by a Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Funds to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when a Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, a Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause a Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by a Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund’s
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assets to be invested in various countries is not known. Under certain circumstances, a Fund may elect to pass-through foreign taxes paid by the Fund to shareholders, although it reserves the right not to do so. If a Fund makes such an election and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.
Taxation of Fund Distributions. Each Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by a Fund will be treated in the manner described below regardless of whether such distributions are paid in cash or reinvested in additional Shares of that Fund (or of another Fund). You will receive information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of ordinary income. Each Fund receives income generally in the form of dividends and/or interest on its investments. Each Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Fund’s earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
Capital gain dividends. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her Shares. In general, a Fund will recognize long-term capital gain or loss on the sale or other disposition of assets it has owned for more than one year, and short-term capital gain or loss on investments it has owned for one year or less. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are properly reported to Fund shareholders as capital gain dividends generally will be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are 0%, 15%, 20% or 25% depending on the nature of the capital gain and the individual’s taxable income. Distributions of net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year generally will be taxable to a shareholder receiving such distributions as ordinary income.
Qualified dividend income for individuals. Ordinary income dividends reported as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to a Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
Qualified REIT dividends. Under 2017 legislation commonly known as the Tax Cuts and Jobs Act “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. This deduction, if allowed in full, equates to a maximum effective tax rate of 29.6% (37% top rate applied to income after 20% deduction). A Fund may choose to report the special character of “qualified REIT dividends” to its shareholders. The amount of a RIC’s dividends eligible for the 20% deduction for a taxable year is limited to the excess of the RIC’s qualified REIT dividends for the taxable year over allocable expenses. A noncorporate shareholder receiving such dividends would treat them as eligible for the
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20% deduction, provided the shareholder meets certain holding period requirements for its shares in the RIC (i.e., generally, RIC shares must be held by the shareholder for more than 45 days during the 91-day period beginning on the date that is 45 days before the date on which the shares become ex-dividend with respect to such dividend).
Corporate dividends-received deduction. Ordinary income dividends reported to Fund shareholders as derived from qualified dividends from domestic corporations will qualify for the 50% dividends-received deduction generally available to corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the corporation claiming the deduction. Income derived by a Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Return of capital distributions. Distributions by a Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his or her Shares; any excess will be treated as gain from the sale of his or her Shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholder’s tax basis in his or her Shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Shares. Return of capital distributions can occur for a number of reasons including, among others, a Fund overestimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See “Tax Treatment of Portfolio Transactions—Investments in U.S. REITs.”
Impact of realized but undistributed income and gains, and net unrealized appreciation of portfolio securities. At the time of your purchase of Shares, the price of the Shares may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by a Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable and would be taxed as either ordinary income (some portion of which may be taxed as qualified dividend income) or capital gain unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions by utilizing its capital loss carryovers, if any.
Pass-through of foreign tax credits. If more than 50% of the value of a Fund’s total assets at the end of a fiscal year is invested in foreign securities, or if a Fund is a qualified fund of funds (i.e., a fund at least 50% of the value of the total assets of which, at the close of each quarter of the taxable year, is represented by interests in other RICs), the Fund may elect to “pass-through” the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required: (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by a Fund due to certain limitations that may apply. Each Fund reserves the right not to pass-through the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits. See “Tax Treatment of Portfolio Transactions—Securities lending.”
Tax credit bonds. If a Fund holds, directly or indirectly, one or more “tax credit bonds” (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholder’s ability to claim a tax credit associated with one or more tax credit bonds may be
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subject to certain limitations imposed by the Code. (Under the Tax Cuts and Jobs Act, the build America bonds, clean renewable energy bonds and certain other qualified bonds may no longer be issued after December 31, 2017.) Even if a Fund is eligible to pass-through tax credits, the Fund may choose not to do so.
U.S. Government interest. Income earned on certain U.S. Government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by a Fund in certain other obligations, such as repurchase agreements collateralized by U.S. Government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If a Fund is a fund of funds, see “Taxation of the Fund—Asset allocation funds.”
Dividends declared in December and paid in January. Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by a Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
Medicare tax. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. “Net investment income,” for these purposes, means investment income, including ordinary dividends and capital gain distributions received from a Fund and net gains from taxable dispositions of Shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholder’s net investment income or (2) the amount by which the shareholder’s modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Sale of Fund Shares. A sale of Shares is a taxable transaction for federal and state income tax purposes. If you sell your Shares, the IRS requires you to report any gain or loss on your sale. If you held your Shares as a capital asset, the gain or loss that you realize will be a capital gain or loss and will be long-term or short-term, generally depending on how long you have held your Shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.
Taxes on Purchase and Redemption of Creation Units. An AP that exchanges equity securities for Creation Units generally will recognize a capital gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time of purchase (plus any cash received by the AP as part of the issue) and the AP’s aggregate basis in the securities surrendered (plus any cash paid by the AP as part of the issue). An AP that exchanges Creation Units for equity securities generally will recognize a capital gain or loss equal to the difference between the AP’s basis in the Creation Units (plus any cash paid by the AP as part of the redemption) and the aggregate market value of the securities received (plus any cash received by the AP as part of the redemption). The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.
Under current federal tax laws, any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less, assuming that such Creation Units are held as a capital asset.
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If a Fund redeems Creation Units in cash, it may recognize more capital gains than it will if it redeems Creation Units in-kind.
Tax Basis Information. A shareholder’s cost basis information will be provided on the sale of any of the shareholder’s Shares, subject to certain exceptions for exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of cost basis and available elections for your account.
Wash Sales. All or a portion of any loss that you realize on a sale of your Shares will be disallowed to the extent that you buy other Shares in such Fund (through reinvestment of dividends or otherwise) within 30 days before or after your Share sale. Any loss disallowed under these rules will be added to your tax basis in the new Shares.
Sales at a Loss Within Six Months of Purchase. Any loss incurred on a sale of Shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those Shares.
Reportable transactions. Under Treasury regulations, if a shareholder recognizes a loss with respect to Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a Fund. This section should be read in conjunction with the discussion above under “Investment Strategies and Restrictions” and “Investment Policies and Risks” for a detailed description of the various types of securities and investment techniques that apply to the Funds.
In general. In general, gain or loss recognized by a Fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a Fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the Fund held the debt obligation unless the Fund made a current inclusion election to accrue market discount into income as it accrues. If a Fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the Fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a Fund’s investment in such securities may cause the Fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a Fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of Shares.
Investments in debt obligations that are at risk of or in default present tax issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other
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related issues will be addressed by a Fund in order to ensure that it distributes sufficient income to preserve its status as a RIC.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Fund’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a Fund’s obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a Fund, as well as listed non-equity options written or purchased by the Fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities), may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a Fund’s transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a RIC and avoid a fund-level tax.
Certain of a Fund’s investments in derivatives and foreign currency-denominated instruments, and the Fund’s transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a RIC. If a Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions. A Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar
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instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a Fund’s ordinary income distributions to you, and may cause some or all of the Fund’s previously distributed income to be classified as a return of capital. In certain cases, a Fund may make an election to treat such gain or loss as capital.
PFIC investments. A Fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a Fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the Fund’s fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a Fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a Fund. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a Fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time to make a mark-to-market election. If a Fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend to its shareholders. Additional charges in the nature of interest may be imposed on a Fund in respect of deferred taxes arising from such distributions or gains.
Investments in non-U.S. REITs. While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a Fund in a non-U.S. REIT may subject the Fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. A Fund’s pro rata share of any such taxes will reduce the Fund’s return on its investment. A Fund’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “Tax Treatment of Portfolio Transactions—PFIC investments.” Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in “Taxation of the Funds—Foreign income tax.” Also, a Fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a Fund will be treated as long-term capital gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a Fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at the corporate income tax rate without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see “Tax Treatment of Portfolio Transactions—Investment in taxable mortgage pools (excess inclusion income)” and “Foreign Shareholders—U.S. withholding tax at the source” with respect to certain other tax aspects of investing in U.S. REITs.
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Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a Fund’s income from a U.S. REIT that is attributable to the REIT’s residual interest in a real estate mortgage investment conduit (“REMIC”) or equity interests in a “taxable mortgage pool” (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a RIC, then the RIC will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the corporate income tax rate. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a Fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to each Fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a Fund that has a non-REIT strategy.
Investments in partnerships and QPTPs. For purposes of the Income Requirement, income derived by a Fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the Fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master-feeder structure, for purposes of testing whether a Fund satisfies the Asset Diversification Test, the Fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See “Taxation of the Fund—Qualification as a RIC.” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a Fund from an interest in a QPTP will be treated as qualifying income, but the Fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a Fund to fail to qualify as a RIC. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a Fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the Fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
Investments in convertible securities. Convertible debt is ordinarily treated as a “single property” consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holder’s exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange-traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate
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dividends-received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles. A change in the conversion ratio or conversion price of a convertible security on account of a dividend paid to the issuer’s other shareholders may result in a deemed distribution of stock to the holders of the convertible security equal to the value of their increased interest in the equity of the issuer.
Thus, an increase in the conversion ratio of a convertible security can be treated as a taxable distribution of stock to a holder of the convertible security (without a corresponding receipt of cash by the holder) before the holder has converted the security.
Securities lending. While securities are loaned out by a Fund, the Fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 50% dividends-received deduction for corporations. Also, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of a Fund with a strategy of investing in tax-exempt securities, any payments made “in lieu of” tax-exempt interest will be considered taxable income to the Fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
Tax Certification and Backup Withholding. Tax certification and backup withholding tax laws may require that you certify your tax information when you become an investor in a Fund. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, a Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
provide your correct Social Security or taxpayer identification number;
certify that this number is correct;
certify that you are not subject to backup withholding; and
certify that you are a U.S. person (including a U.S. resident alien).
Withholding also is imposed if the IRS requires it. When withholding is required, the amount will be 24% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting.
Non-U.S. investors have special U.S. tax certification requirements. See “Foreign Shareholders—Tax certification and backup withholding.”
Foreign Shareholders. Shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships (foreign shareholder), may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Taxation of a foreign shareholder depends on whether the income from a Fund is “effectively connected” with a U.S. trade or business carried on by such shareholder.
U.S. withholding tax at the source. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions to such shareholder will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution, subject to certain exemptions including those for dividends reported as:
exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities;
capital gain dividends paid by the Fund from its net long-term capital gains (other than those from
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disposition of a U.S. real property interest), unless you are a nonresident alien present in the United States for a period or periods aggregating 183 days or more during the calendar year; and
interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources and short-term capital gain dividends.
A Fund may report interest-related dividends or short-term capital gain dividends, but reserves the right not to do so. Additionally, a Fund’s reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints. Moreover, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Shares, will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Amounts reported as capital gain dividends (a) that are attributable to certain capital gain dividends received from a qualified investment entity (“QIE”) (generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a “U.S. real property holding corporation” or which would be if the exceptions for holding 5% or less of a class of publicly traded shares or an interest in a domestically controlled QIE did not apply), or (b) that are realized by a Fund on the sale of a “U.S. real property interest” (including gain realized on the sale of shares in a QIE other than one that is domestically controlled), will not be exempt from U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) if the Fund by reason of having a REIT strategy is classified as a QIE. If a Fund is so classified, foreign shareholders owning more than 5% of the Shares of that Fund may be treated as realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to be subject to U.S. withholding tax at the corporate income tax rate, and requiring the filing of a nonresident U.S. income tax return. In addition, if a Fund is classified as a QIE, anti-avoidance rules apply to certain wash sale transactions. Namely, if a Fund is a domestically-controlled QIE and a foreign shareholder disposes of its Shares prior to the Fund paying a distribution attributable to the disposition of a U.S. real property interest and the foreign shareholder later acquires an identical stock interest in a wash sale transaction, the foreign shareholder may still be required to pay U.S. tax on the Fund’s distribution. Also, the sale of Shares, if classified as a “U.S. real property holding corporation,” could also be considered a sale of a U.S. real property interest with any resulting gain from such sale being subject to U.S. tax as income “effectively connected with a U.S. trade or business.”
Income effectively connected with a U.S. trade or business. If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale of Shares of that Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Tax certification and backup withholding. Foreign shareholders may have special U.S. tax certification requirements to avoid backup withholding (at a rate of 24%) and, if applicable, to obtain the benefit of any income tax treaty between the foreign shareholder’s country of residence and the United States. To claim these tax benefits, the foreign shareholder must provide a properly completed Form W-8BEN (or other Form W-8, where applicable, or their substitute forms) to establish his or her status as a non-U.S. investor, to claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided without a U.S. taxpayer identification number remains in effect for a period of three years beginning on the date that it is signed and ending on the last day of the third succeeding calendar year unless an earlier change of circumstances makes the information given on the form incorrect, and the shareholder must then provide a new W-8BEN to avoid the prospective application of backup withholding. Forms W-8BEN with U.S. taxpayer identification numbers
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remain valid indefinitely, or until the investor has a change of circumstances that renders the form incorrect and necessitates a new form and tax certification. Certain payees and payments are exempt from backup withholding.
Foreign Account Tax Compliance Act (“FATCA”). Under FATCA, a 30% withholding tax is imposed on income dividends made by a Fund to certain foreign entities, referred to as foreign financial institutions (“FFI”) or non-financial foreign entities (“NFFE”). After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (“IGAs”) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a “participating FFI,” which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFI’s country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFI’s country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from a Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the applicable withholding agent, which will, in turn, report the information to the IRS. Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in a Fund will need to provide documentation properly certifying the entity’s status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Fund. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
U.S. estate tax. Transfers by gift of Shares by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to Shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedent’s estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000).
Local Tax Considerations. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder’s particular situation.
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FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS
Some futures contracts, foreign currency contracts traded in the interbank market, and “nonequity” options (i.e., certain listed options, such as those on a “broad-based” securities index)—except any “securities futures contract” that is not a “dealer securities futures contract” (both as defined in the Internal Revenue Code) and any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement—in which a Fund invests may be subject to Internal Revenue Code section 1256 (collectively, “Section 1256 contracts”). Any Section 1256 contracts that a Fund holds at the end of its taxable year (and generally for purposes of the Excise Tax, on October 31 of each year) must be “marked to market” (that is, treated as having been sold at that time for their fair market value) for federal tax purposes, with the result that unrealized gains or losses will be treated as though they were realized. Sixty percent of any net gain or loss recognized on these deemed sales, and 60% of any net realized gain or loss from any actual sales of Section 1256 contracts, will be treated as long- term capital gain or loss, and the balance will be treated as short-term capital gain or loss; however, certain foreign currency gains or losses arising from Section 1256 contracts will be treated as ordinary income or loss. These rules may operate to increase the amount that a Fund must distribute to satisfy the Distribution Requirement (i.e., with respect to the portion treated as short-term capital gain, which will be includible in its investment company taxable income and thus taxable to its shareholders as ordinary income when distributed to them), and to increase the net capital gain that a Fund recognizes, even though the Fund may not have closed the transactions and received cash to pay the distributions. A Fund may elect not to have the foregoing rules apply to any “mixed straddle” (that is, a straddle, which the Fund clearly identifies in accordance with applicable regulations, at least one (but not all) of the positions of which are Section 1256 contracts), although doing so may have the effect of increasing the relative proportion of short-term capital gain (distributions of which are taxable to its shareholders as ordinary income) and thus increasing the amount of dividends it must distribute.
Offsetting positions that a Fund enters into or holds in any actively traded security, option, futures, or forward contract may constitute a “straddle” for federal income tax purposes. Straddles are subject to certain rules that may affect the amount, character, and timing of recognition of a Fund’s gains and losses with respect to positions of the straddle by requiring, among other things, that (1) loss realized on disposition of one position of a straddle be deferred to the extent of any unrealized gain in an offsetting position until the latter position is disposed of, (2) a Fund’s holding period for certain straddle positions not begin until the straddle is terminated (possibly resulting in gain being treated as short-term rather than long-term capital gain), and (3) losses recognized with respect to certain straddle positions, that otherwise would constitute short-term capital losses, be treated as long-term capital losses. Applicable regulations also provide certain “wash sale” rules, which apply to transactions where a position is sold at a loss and a new offsetting position is acquired within a prescribed period, and “short sale” rules applicable to straddles. Different elections are available to a Fund, which may mitigate the effects of the straddle rules, particularly with respect to mixed straddles.
* * * * *
The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences of investing in Shares, including under federal, state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Code, regulations, judicial authority, and administrative interpretations in effect on the date hereof, all of which are subject to change, which change may be retroactive. Changes in any applicable authority could materially affect the conclusions discussed above, possibly retroactively, and such changes often occur.
DETERMINATION OF NAV
The NAV for each Fund will be calculated and disseminated daily on each day that the NYSE is open for trading. The Custodian normally calculates a Fund’s NAV as of the regularly scheduled close of business of the NYSE (normally 4:00 p.m., Eastern time). A Fund’s NAV is based on prices at the time of closing. U.S.
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fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments in a particular market or exchange. NAV is calculated by deducting all of a Fund’s liabilities from the total value of its assets and then dividing the result by the number of Shares outstanding, rounding to the nearest cent. Generally, the portfolio securities are recorded in the NAV no later than the trade date plus one day. All valuations are subject to review by the Trust’s Board or its delegate.
In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are readily available are valued at market value. Securities listed or traded on an exchange (except convertible securities) generally are valued at the last trade price or official closing price that day as of the close of the exchange where the security primarily trades. Investment companies are valued using such company’s NAV per share, unless the shares are exchange-traded, in which case they will be valued at the last trade price or official closing price on the exchanges on which they primarily trade. Deposits, other obligations of U.S. and non-U.S. banks and financial institutions, and cash equivalents are valued at their daily account value. Debt obligations (including convertible securities) normally are valued on the basis of prices provided by independent pricing services. Pricing services generally value debt securities assuming orderly transactions of institutional round lot size, but a Fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots, and their value may be adjusted accordingly. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they principally trade. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. Swaps generally are valued using pricing provided from independent pricing services. Unlisted securities will be valued using prices provided by independent pricing services or by another method that the Adviser, in its judgment, believes better reflect the security’s fair value in accordance with the Trust’s valuation policies and procedures approved by the Board. The Adviser may use various pricing services or discontinue the use of any pricing service at any time.
At times, a listed security’s market price may not be readily available. Moreover, even when market quotations are available for a security, they may be stale or unreliable. A security’s last market quotation may become stale because, among other reasons, (i) the security is not traded frequently, (ii) the security ceased trading before its exchange closed; (iii) market or issuer-specific events occurred after the security ceased trading; or (iv) the passage of time between when the security’s trading market closes and when a Fund calculates its NAV caused the quotation to become stale. A security’s last market quotation may become unreliable because of (i) certain security-specific events, including a merger or insolvency, (ii) events which affect a geographical area or an industry segment, such as political events or natural disasters, or (iii) market events, such as a significant movement in the U.S. market. When a security’s market price is not readily available, or the Adviser determines that such price is stale or unreliable, the Adviser will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing involves subjective judgments, and it is possible that a fair value determination for a security is materially different than the value that could be realized upon the sale of the security. If a Fund holds securities that are primarily listed on foreign exchanges, the value of such securities may change on days when you will not be able to purchase or sell Shares. In addition, if a Fund seeks to track an index, the use of fair value pricing could result in a difference between the prices used to calculate a Fund’s NAV and the prices used by that index, which may increase a Fund’s tracking error.
Additional information regarding the current NAV per share of each Fund can be found at www.invesco.com/ETFs.
DIVIDENDS AND OTHER DISTRIBUTIONS
The following information supplements and should be read in conjunction with the section in the Prospectus entitled “Dividends, Other Distributions and Taxes.”
General Policies. Generally, dividends from net investment income, if any, are declared and paid quarterly by each Fund, except Invesco High Yield Equity Dividend AchieversTM ETF and Invesco Financial Preferred ETF, which declare and pay dividends from net investment income, if any, monthly, and except for Invesco
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Raymond James SB-1 Equity ETF, Invesco S&P Spin-Off ETF and Invesco Zacks Mid-Cap ETF, which declare and pay dividends from net investment income, if any, annually.
Distributions of net realized securities gains, if any, generally are declared and paid at least annually, but any Fund may make distributions on a more frequent basis. The Trust reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income tax or the excise tax on undistributed income.
Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of the Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from each Fund.
Dividend Reinvestment Service. No reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners for reinvestment of their distributions. Beneficial Owners should contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may require Beneficial Owners to adhere to specific procedures and timetables.
MISCELLANEOUS INFORMATION
Counsel. Stradley Ronon Stevens & Young, LLP, 191 North Wacker Drive, Suite 1601, Chicago, Illinois 60606, and 2000 K Street, NW, Suite 700, Washington, DC 20006, serves as legal counsel to the Trust.
Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP (“PwC”), One North Wacker Drive, Chicago, Illinois 60606, serves as the Funds’ independent registered public accounting firm. PwC audits the Funds’ annual financial statements and performs other related audit services. In connection with the audit of the 2021 financial statements, the Funds entered into an engagement letter with PwC. The terms of the engagement letter required by PwC, and agreed to by the Audit Committee of the Board of the Trust (the “Audit Committee”), include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or the services provided thereunder.
FINANCIAL STATEMENTS
The audited financial statements, including the financial highlights, appearing in the Trust’s Annual Report to shareholders with respect to the Funds for the fiscal year ended April 30, 2021 and filed electronically with the SEC (on June 29, 2021 for Invesco BuyBack Achievers™ ETF, Invesco Dividend Achievers™ ETF, Invesco Dow Jones Industrial Average Dividend ETF, Invesco Financial Preferred ETF, Invesco High Yield Equity Dividend Achievers™ ETF and Invesco International Dividend Achievers™ ETF, and on July 8, 2021 for the remaining Funds), are incorporated by reference and made part of this SAI. You may request a copy of the Trust’s current Annual Report at no charge by calling 800.983.0903 during normal business hours.
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APPENDIX A
Invesco’s Policy Statement on Global Corporate Governance and Proxy Voting   
Effective January 2021
Contents
 
 
 
I.
Introduction
A-1
A.
Our Commitment to Environmental, Social and Governance Investment Stewardship and
Proxy Voting
A-2
B.
Applicability of Policy
A-2
 
 
 
II.
Global Proxy Voting Operational Procedures
A-3
A.
Proprietary Proxy Voting Platform
A-3
B.
Oversight of Voting Operations
A-3
C.
Disclosures and Record Keeping
A-3
D.
Global Invesco Proxy Advisory Committee
A-4
E.
Market and Operational Limitations
A-5
F.
Securities Lending
A-5
G.
Conflicts of Interest
A-5
H.
Use of Third-Party Proxy Advisory Services
A-7
I.
Review of Policy
A-7
 
 
 
III.
Our Good Governance Principles
A-8
A.
Transparency
A-8
B.
Accountability
A-8
C.
Board Composition
A-10
D.
Long Term Stewardship of Capital
A-11
E.
Environmental, Social and Governance Risk Oversight
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F.
Executive Compensation and Alignment
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Exhibit A
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I.
Introduction
Invesco Ltd. and its affiliated investment advisers (collectively, “Invesco”, the “Company”, “our” or “we”) has adopted and implemented this Policy Statement on Global Corporate Governance and Proxy Voting (“Policy”) which it believes describes policies and procedures reasonably designed to ensure that proxies are voted in the best interests of its clients. This Policy is intended to help Invesco’s clients understand our commitment to responsible investing and proxy voting, as well as the good governance principles that inform our approach to engagement and voting at shareholder meetings.
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A.
Our Commitment to Environmental, Social and Governance Investment Stewardship and Proxy Voting
Our commitment to environmental, social and governance (ESG) principles is a core element of our ambition to be the most client centric asset manager. We aspire to incorporate ESG considerations into all of our investment capabilities in the context of financial materiality and in the best interest of our clients. Our Global ESG team functions as a center of excellence, providing specialist insights on research, engagement, voting, integration, tools, and client and product solutions with investment teams implementing ESG approaches appropriate to asset class and investment style. Much of our work is rooted in fundamental research and frequent dialogue with companies.
Invesco views proxy voting as an integral part of its investment management responsibilities. The proxy voting process at Invesco focuses on protecting clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. The voting decision lies with our portfolio managers and analysts with input and support from our Global ESG team and Proxy Operations functions. Our proprietary proxy voting platform (“PROXYintel”) facilitates implementation of voting decisions and rationales across global investment teams. Our good governance principles, governance structure and processes are designed to ensure that proxy votes are cast in accordance with clients’ best interests.
As a large active investor, Invesco is well placed to use our ESG expertise and beliefs to engage with portfolio companies in ways which drive corporate change that we believe will enhance shareholder value. We take our responsibility as active owners very seriously and see engagement as an opportunity to encourage continual improvement and ensure that our clients’ interests are represented and protected. Dialogue with portfolio companies is a core part of the investment process. Invesco may engage with investee companies to discuss environmental, social and governance issues throughout the year or on specific ballot items to be voted on.
Our passive strategies and certain other client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds) will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies. Invesco refers to this approach as “Majority Voting”. This process of Majority Voting ensures that our passive strategies benefit from the engagement and deep dialogue of our active investors, which Invesco believes benefits shareholders in passively-managed accounts. In the absence of overlap between the active and passive holders, the passive holders vote in line with our internally developed voting guidelines (as defined below). Portfolio managers and analysts for accounts employing Majority Voting retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in this Policy.
B.
Applicability of Policy
Invesco may be granted by its clients the authority to vote the proxies of securities held in client portfolios. Invesco’s investment teams vote proxies on behalf of Invesco-sponsored funds and both fund and non-fund advisory clients that have explicitly granted Invesco authority in writing to vote proxies on their behalf. In the case of institutional or sub-advised clients, Invesco will vote the proxies in accordance with this Policy unless the client agreement specifies that the client retains the right to vote or has designated a named fiduciary to direct voting.
This Policy applies to all entities in Exhibit A. Due to regional or asset class specific considerations, there may be certain entities that have local proxy voting guidelines or policies and procedures that differ from this Policy. In the event that local policies and the Global Policy differ, the local policy will apply. These entities are also listed in Exhibit A and include proxy voting guidelines specific to; Invesco Asset Management (Japan) Limited, Invesco Asset Management (India) Pvt. Ltd, Invesco Taiwan Ltd and Invesco Capital Markets, Inc. for Invesco Unit Investment Trusts. In Europe, we comply with the Shareholder Rights Directive and publish our disclosures and voting practices in this regard.
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II.
Global Proxy Voting Operational Procedures
Invesco’s global proxy voting operational procedures are in place to implement the provisions of this Policy (the “Procedures”). At Invesco, proxy voting is conducted by our investment teams through PROXYintel. Our investment teams globally are supported by Invesco’s centralized team of ESG professionals and proxy voting specialists. Invesco’s Global ESG team oversees the proxy policy, operational procedures, inputs to analysis and research and leads the Global Invesco Proxy Advisory Committee (“Global IPAC”). Invesco’s global proxy administration team is responsible for operational implementation including vote execution oversight.
Invesco aims to vote all proxies where we have been granted voting authority in accordance with this Policy as implemented by the Procedures. Our portfolio managers and analysts review voting items based on their individual merits and retain full discretion on vote execution conducted through our proprietary proxy voting platform. Invesco may supplement its internal research with information from independent third-parties, such as proxy advisory firms.
A.
Proprietary Proxy Voting Platform
Invesco’s proprietary proxy voting platform is supported by a dedicated team of internal proxy specialists. PROXYintel streamlines the proxy voting process by providing our investment teams globally with direct access to meeting information and proxies, external proxy research and ESG ratings, as well as related functions, such as management of conflicts of interest issues, significant votes, global reporting and record-keeping capabilities. Managing these processes internally, as opposed to relying on third parties, is designed to provide Invesco greater quality control, oversight and independence in the proxy administration process.
Historical proxy voting information is stored to build institutional knowledge across the Invesco complex with respect to individual companies and proxy issues. Certain investment teams also use PROXYintel to access third-party proxy research and ESG ratings.
Our proprietary systems facilitate internal control and oversight of the voting process. Invesco may choose to leverage this capability to automatically vote proxies based on its internally developed voting guidelines and in circumstances where Majority Voting applies.
B.
Oversight of Voting Operations
Invesco’s Proxy Governance and Voting Manager provides oversight of the proxy voting verification processes facilitated by a dedicated proxy administration team which include; (i) the monthly global vote audit review of votes cast containing documented rationales of conflicts of interest votes, market and operational limitations; (ii) the quarterly sampling of proxy votes cast to determine that (a) Invesco is voting consistently with this Policy and (b) third-party proxy advisory firms’ methodologies in formulating the vote recommendation are consistent with their publicly disclosed guidelines; and (iii) quarterly review of rationales with the Global IPAC of occasions where a portfolio manager may take a position that may not be in accordance with Invesco’s good governance principles and our internally developed voting guidelines.
To the extent material errors are identified in the proxy voting process, such errors are reviewed and reported to, as appropriate, the Global Head of ESG, Global Proxy Governance and Voting Manager, legal and compliance, the Global IPAC and relevant boards and clients, where applicable. Invesco’s Global Head of ESG and Proxy Governance and Voting Manager provide proxy voting updates and reporting to the Global IPAC, various boards and clients. Invesco’s proxy voting administration and operations are subject to periodic review by Internal Audit and Compliance groups.
C.
Disclosures and Record Keeping
Unless otherwise required by local or regional requirements, Invesco maintains voting records in either electronic format or hard copy for at least 6 years. Invesco makes available its proxy voting records publicly in compliance with regulatory requirements and industry best practices in the regions below:
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In accordance with the US Securities and Exchange Commission regulations, Invesco will file a record of all proxy voting activity for the prior 12 months ending June 30th for each U.S. registered fund. That filing is made on or before August 31st of each year. Each year, the proxy voting records are made available on Invesco’s website here. Moreover, and to the extent applicable, the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including Department of Labor regulations and guidance thereunder, provide that the named fiduciary generally should be able to review not only the investment manager's voting procedure with respect to plan-owned stock, but also to review the actions taken in individual proxy voting situations. In the case of institutional and sub-advised Clients, Clients may contact their client service representative to request information about how Invesco voted proxies on their behalf. Absent specific contractual guidelines, such requests may be made on a semi-annual basis.
In the UK and Europe, Invesco publicly discloses our proxy votes monthly in compliance with the UK Stewardship Code and for the European Shareholder Rights Directive annually here.
In Canada, Invesco publicly discloses our annual proxy votes each year here by August 31st, covering the 12-month period ending June 30th in compliance with the National Instrument 81-106 Investment Fund Continuous Disclosure.
In Japan, Invesco publicly discloses our proxy votes annually in compliance with the Japan Stewardship Code.
In India, Invesco publicly discloses our proxy votes quarterly in compliance with The Securities and Exchange Board of India (“SEBI”) Circular on stewardship code for all mutual funds and all categories of Alternative Investment Funds in relation to their investment in listed equities. SEBI has implemented principles on voting for Mutual Funds through circulars dated March 15, 2010 and March 24, 2014, which prescribed detailed mandatory requirements for Mutual Funds in India to disclose their voting policies and actual voting by Mutual Funds on different resolutions of investee companies.
In Hong Kong, Invesco Hong Kong Limited will provide proxy voting records upon request in compliance with the Securities and Futures Commission (“SFC”) Principles of Responsible Ownership.
In Taiwan, Invesco publicly discloses our proxy voting policy and proxy votes annually in compliance with Taiwan’s Stewardship Principles for Institutional Investors.
D.
Global Invesco Proxy Advisory Committee
Guided by its philosophy that investment teams should manage proxy voting, Invesco has created the Global IPAC. The Global IPAC is an investments-driven committee comprised of representatives from various investment management teams globally, Invesco’s Global Head of ESG and chaired by its Global Proxy Governance and Voting Manager. The Global IPAC provides a forum for investment teams to monitor, understand and discuss key proxy issues and voting trends within the Invesco complex, to assist Invesco in meeting regulatory obligations, to review votes not aligned with our good governance principles and to consider conflicts of interest in the proxy voting process, all in accordance with this Policy.
In fulfilling its responsibilities, the Global IPAC meets as necessary, but no less than semiannually, and has the following responsibilities and functions: (i) acts as a key liaison between the Global ESG team and local proxy voting practices to ensure compliance with this Policy; (ii) provides insight on market trends as it relates to stewardship practices; (iii) monitors proxy votes that present potential conflicts of interest; (iv) the Conflict of Interest sub-committee will make voting decisions on submissions made by portfolio managers on conflict of interest issues to override the Policy; and (v) reviews and provides input, at least annually, on this Policy and related internal procedures and recommends any changes to the Policy based on, but not limited to, Invesco’s experience, evolving industry practices, or developments in applicable laws or regulations.
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In addition to the Global IPAC, for some clients, third parties (e.g., U.S. fund boards) provide oversight of the proxy voting process.
E.
Market and Operational Limitations
In the great majority of instances, Invesco will vote proxies. However, in certain circumstances, Invesco may refrain from voting where the economic or other opportunity costs of voting exceeds any benefit to clients. Moreover, ERISA fiduciaries, in voting proxies or exercising other shareholder rights, must not subordinate the economic interests of plan participants and beneficiaries to unrelated objectives. These matters are left to the discretion of the relevant portfolio manager. Such circumstances could include, for example:
In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (“share blocking”). Invesco generally refrains from voting proxies in share blocking countries unless Invesco determines that the benefit to the client(s) of voting a specific proxy outweighs the client’s temporary inability to sell the security.
Some companies require a representative to attend meetings in person to vote a proxy, additional documentation or the disclosure of beneficial owner details to vote. Invesco may determine that the costs of sending a representative, signing a power-of-attorney or submitting additional disclosures outweigh the benefit of voting a particular proxy.
Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision.
Invesco held shares on the record date but has sold them prior to the meeting date.
In some non-U.S. jurisdictions, although Invesco uses reasonable efforts to vote a proxy, proxies may not be accepted or rejected due to changes in the agenda for a shareholder meeting for which Invesco does not have sufficient notice, a proxy voting service may not be offered by the custodian in the local market or due to operational issues experienced by third-parties involved in the process or by the issuer or sub-custodian. In addition, despite the best efforts of Invesco and its proxy voting agent, there may be instances where our votes may not be received or properly tabulated by an issuer or the issuer’s agent.
F.
Securities Lending
Invesco’s funds may occasionally participate in a securities lending program. In circumstances where shares are on loan, the voting rights of those shares are transferred to the borrower. If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy outweighs the benefits of securities lending. In those instances, Invesco may determine to recall securities that are on loan prior to the meeting record date, so that we will be entitled to vote those shares. There may be instances where Invesco may be unable to recall shares or may choose not to recall shares. The relevant portfolio manager will make these determinations.
G.
Conflicts of Interest
There may be occasions where voting proxies may present a perceived or actual conflict of interest between Invesco, as investment manager, and one or more of Invesco’s clients or vendors.
Firm-Level Conflicts of interest
A conflict of interest may exist if Invesco has a material business relationship with either the company soliciting a proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Such relationships may include, among others, a client relationship, serving as a vendor whose products / services are material or significant to Invesco, serving as a distributor of Invesco’s products, a significant research provider or broker to Invesco.
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Invesco identifies potential conflicts of interest based on a variety of factors, including but not limited to the materiality of the relationship between the issuer or its affiliates to Invesco.
Invesco’s proxy administration team maintains a list of all such issuers for which a conflict of interest exists (“Global Conflicts List”). Material firm-level conflicts of interests are identified by individuals and groups within Invesco globally based on criteria established by the proxy administration team. The Global Conflicts List is updated periodically by the proxy administration team so as to seek to ensure an updated view is available when conducting conflicts checks. Operating procedures and associated governance are designed to seek to ensure conflicts of interest are appropriately considered ahead of voting proxies. The Global IPAC Conflict of Interest Sub-committee maintains oversight of the process. Companies on the Global Conflicts List will be voted in line with the principles below as implemented by Invesco’s internally developed voting guidelines. To the extent a portfolio manager disagrees with the Policy, our processes and procedures seek to ensure justification and rationales are fully documented and presented to the Global IPAC Sub-committee for a majority vote of its members.
As an additional safeguard, persons from Invesco’s marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.’s pecuniary interest when voting proxies on behalf of clients. To avoid any appearance of a conflict of interest, Invesco will not vote proxies issued by Invesco Ltd. that may be held in client accounts.
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal or business relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships. Under Invesco’s Global Code of Conduct, Invesco entities and individuals must act in the best interests of clients and must avoid any situation that gives rise to an actual or perceived conflict of interest.
All Invesco personnel with proxy voting responsibilities are required to report any known personal or business conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Voting Fund of Funds
There may be conflicts that can arise from Invesco voting on matters when shares of Invesco-sponsored funds are held by other Invesco funds or entities. The scenarios below set out how Invesco votes in these instances.
In the United States, as required by law, proportional voting applies.
Shares of an Invesco-sponsored fund held by other Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund, where required by law.
Shares of an unaffiliated registered fund held by one or more Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund where the thresholds are met as required by federal securities law or any exemption therefrom.
To the extent proportional voting is required by law, but not operationally possible, Invesco will not vote the shares.
For US fund of funds where proportional voting is not required by law, Invesco will still apply proportional voting. In the event this is not operationally possible, Invesco will vote in line with our internally developed voting guidelines (as defined below).
For non-US fund of funds Invesco will vote in line with our above-mentioned firm-level conflicts of interest process unless we have local policies in place as per Exhibit A.
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H.
Use of Third-Party Proxy Advisory Services
Invesco may supplement its internal research with information from independent third-parties, such as proxy advisory firms. Globally, Invesco leverages research from Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis (“GL”). Invesco generally retains full and independent discretion with respect to proxy voting decisions.
ISS and GL both provide research reports, including vote recommendations, to Invesco and its portfolio managers and analysts. Invesco retains ISS to provide recommendations based on Invesco’s internally developed custom guidelines. Updates to previously issued proxy research reports may be provided to incorporate newly available information or additional disclosure provided by the issuer regarding a matter to be voted on, or to correct factual errors which may result in the issuance of revised proxy vote recommendations. Invesco’s proxy administration team may periodically monitor for these research alerts issued by ISS and GL that are shared with our investment teams. There may be instances where these updates may not be provided in a timely manner ahead of the vote deadline.
Invesco also retains ISS to assist with services that include receipt of proxy ballots, vote execution through PROXYintel and vote disclosure in Canada, the UK and Europe to meet regulatory reporting obligations.
As part of its fiduciary obligation to clients, Invesco performs extensive initial and ongoing due diligence on the proxy advisory firms it engages globally. This includes reviews of information regarding the capabilities of their research staff, methodologies for formulating voting recommendations, the adequacy and quality of personnel and technology, as applicable, and internal controls, policies and procedures, including those relating to possible conflicts of interest.
The proxy advisory firms Invesco engages globally complete an annual due diligence questionnaire submitted by Invesco, and Invesco conducts annual due diligence meetings in part to discuss their responses to the questionnaire. In addition, Invesco monitors and communicates with these firms and monitors their compliance with Invesco’s performance and policy standards. ISS and GL disclose conflicts to Invesco through a review of their policies, procedures and practices regarding potential conflicts of interests (including inherent internal conflicts) as well as disclosure of the work ISS and GL perform for corporate issuers and the payments they receive from such issuers. Invesco conducts semi-annual roundtables with external proxy and governance experts and our Global IPAC to ensure transparency, dialogue and engagement with the firms. These meetings provide Invesco with an opportunity to assess the firms’ capabilities, conflicts of interest and service levels, as well as provide investment professionals with direct insight into the advisory firms’ stances on key governance and proxy topics and their policy framework/methodologies.
Invesco’s compliance function completes a review of the System and Organizational Controls (“SOC”) Reports for each proxy advisory firm to ensure the related controls operated effectively to provide reasonable assurance.
In addition to ISS and GL, Invesco may use regional third-party research providers to access regionally specific research.
I.
Review of Policy
The Global IPAC and Invesco’s Global ESG team, proxy administration team, compliance and legal teams annually communicate and review this Policy and our internally developed voting guidelines to seek to ensure that they remain consistent with clients’ best interests, regulatory requirements, governance trends and industry best practices. At least annually, this Policy and our internally developed voting guidelines are reviewed by various groups within Invesco to ensure that they remain consistent with Invesco’s views on best practice in corporate governance and long-term investment stewardship.
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III.
Our Good Governance Principles
Invesco’s good governance principles outline our views on best practice in corporate governance and long-term investment stewardship. These principles have been developed by our global investment teams in collaboration with the Global ESG team. The broad philosophy and guiding principles in this section inform our approach to investment stewardship and proxy voting. These principles are not intended to be exhaustive or prescriptive.
Our portfolio managers and analysts retain full discretion on vote execution except where otherwise specified in this Policy. The final voting decisions may incorporate the unique circumstances affecting companies, regional best practices and any dialogue we have had with company management. To the extent a portfolio manager chooses to vote a proxy in a way that is not aligned with the principles below, such manager’s rationales are fully documented.
The following guiding principles apply to operating companies. We apply a separate approach to investment companies and unit investment trusts. Where appropriate, these guidelines are supplemented by additional internal guidance that considers regional variations in best practices, disclosure and region-specific voting items.
The following are high-level governance principles that Invesco endorses:
A.
Transparency
Investors require accurate, timely and complete information in order to make informed investment decisions and effectively carry out their stewardship obligations. Invesco supports the highest standards in corporate transparency, including but not limited to the following areas:
Financial reporting: Company accounts and reporting must accurately reflect the underlying economic position of a company. Arrangements that may constitute an actual or perceived conflict with this objective should be avoided.
We will generally vote against the incumbent audit committee chair, or nearest equivalent, where the non-audit fees paid to the independent auditor exceed audit fees for two consecutive years or other problematic accounting practices are identified such as fraud, misapplication of audit standards or persistent material weaknesses/deficiencies in internal controls over financial reporting.
We will generally not support the ratification of the independent auditor and/or ratification of their fees payable if non-audit fees exceed audit and audit related fees or there are significant auditing controversies or questions regarding the independence of the external auditor. We will consider an auditor’s length of service as a company’s independent auditor in applying this policy.
B.
Accountability
Robust shareholder rights and strong board oversight help ensure that management adhere to the highest standards of ethical conduct, are held to account for poor performance and responsibly deliver value creation for stakeholders over the long-term. We therefore encourage companies to adopt governance features that ensure board and management accountability. In particular, we consider the following as key mechanisms for enhancing accountability to investors:
One share one vote: Voting rights are an important tool for investors to hold boards and management teams accountable. Unequal voting rights may limit the ability of investors to exercise their stewardship obligations.
We generally do not support proposals that establish or perpetuate dual classes of voting shares, double voting rights or other means of differentiated voting or disproportionate board nomination rights.
We generally support proposals to decommission differentiated voting rights.
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Where unequal voting rights are established, we expect these to be accompanied by reasonable safeguards to protect minority shareholders’ interests.
Anti-takeover devices: Mechanisms designed to prevent or unduly delay takeover attempts may unduly limit the accountability of boards and management teams to shareholders.
We generally will not support proposals to adopt antitakeover devices such as poison pills. Exceptions may be warranted at entities without significant operations and to preserve the value of net operating losses carried forward or where the applicability of the pill is limited in scope and duration.
In addition, we will generally not support capital authorizations or amendments to corporate articles or bylaws at operating companies that may be utilized for antitakeover purposes, for example, the authorization of classes of shares of preferred stock with unspecified voting, dividend, conversion or other rights (“blank check” authorizations).
Shareholder rights: We support the rights of shareholders to hold boards and management teams accountable for company performance. We generally support best practice aligned proposals to enhance shareholder rights, including but not limited to the following:
Adoption of proxy access rights
Rights to call special meetings
Rights to act by written consent
Reduce supermajority vote requirements
Remove antitakeover provisions
Requirement that directors are elected by a majority vote
In addition, we oppose practices that limit shareholders’ ability to express their views at a general meeting such as bundling unrelated proposals or several significant article or bylaw amendments into a single voting item. We will generally vote against these proposals unless we are satisfied that all the underlying components are aligned with our views on best practice.
Director Indemnification: Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs. As a result, reasonable limitations on directors’ liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event of misconduct by directors. Accordingly, unless there is insufficient information to make a decision about the nature of the proposal, Invesco will generally support proposals to limit directors’ liability and provide indemnification and/or exculpation, provided that the arrangements are reasonably limited in scope to directors acting in good faith and, in relation to criminal matters, limited in scope to directors having reasonable grounds for believing the conduct was lawful.
Responsiveness: Boards should respond to investor concerns in a timely fashion, including reasonable requests to engage with company representatives regarding such concerns, and address matters that receive significant voting dissent at general meetings of shareholders.
We will generally vote against the lead independent director and/or the incumbent chair of the governance committee, or nearest equivalent, in cases where the board has not adequately responded to items receiving significant voting opposition from shareholders at an annual or extraordinary general meeting.
We will generally vote against the lead independent director and/or incumbent chair of the governance committee, or nearest equivalent, where the board has not adequately responded to a shareholder proposal which has received significant support from shareholders.
We will generally vote against the incumbent chair of the compensation committee if there are
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significant ongoing concerns with a company’s compensation practices that have not been addressed by the committee or egregious concerns with the company’s compensation practices for two years consecutively.
In addition, we will generally vote against the incumbent compensation committee chair where there are ongoing concerns with a company’s compensation practices and there is no opportunity to express dissatisfaction by voting against an advisory vote on executive compensation, remuneration report (or policy) or nearest equivalent.
C.
Board Composition
Annual director elections: Board members should generally stand for election annually and individually.
We will generally support proposals requesting that directors stand for election annually.
We will generally vote against the incumbent governance committee chair or lead independent director if a company has a classified board structure that is not being phased out. This policy will not apply in regions where market practice is for directors to stand for election on a staggered basis or for boards that do not oversee significant commercial operations.
When a board is presented for election as a slate (i.e., shareholders are unable to vote against individual nominees and must vote for or against the entire nominated slate of directors) and this approach is not aligned with local market practice, we will generally vote against the slate in cases where we otherwise would vote against an individual nominee.
Where market practice is to elect directors as a slate we will generally support the nominated slate unless there are governance concerns with several of the individuals included on the slate or we have broad concerns with the composition of the board such as a lack independence.
Board size: We will generally defer to the board with respect to determining the optimal number of board members, provided that the proposed board size is sufficiently large to represent shareholder interests and sufficiently limited to remain effective.
Definition of independence: Invesco considers local market definitions of director independence but applies a proprietary standard for assessing director independence considering a director’s status as a current or former employee of the business, any commercial or consulting relationships with the company, the level of shares beneficially owned or represented and familial relationships, among others.
Board and committee independence: The board of directors, board committees and regional equivalents should be sufficiently independent from management, substantial shareholders and conflicts of interest. We consider local market practices in this regard and in general we look for a balance across the board of directors. Above all, we like to see signs of robust challenge and discussion in the boardroom.
We will generally vote against one or more non-independent directors when a board is less than majority independent, but we will take into account local market practice with regards to board independence in limited circumstances where this standard is not appropriate.
We will generally vote against non-independent directors serving on the audit committee.
We will generally vote against non-independent directors serving on the compensation committee.
We will generally vote against non-independent directors serving on the nominating committee.
In relation to the board, compensation committee and nominating committee we will consider the appropriateness of significant shareholder representation in applying this policy. This exception will generally not apply to the audit committee.
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Separation of Chair and CEO roles: We believe that independent board leadership generally enhances management accountability to investors. Companies deviating from this best practice should provide a strong justification and establish safeguards to ensure that there is independent oversight of a board’s activities (e.g., by appointing a lead or senior independent director with clearly defined powers and responsibilities).
We will generally vote against the incumbent nominating committee chair where the board chair is not independent unless a lead independent or senior director is appointed.
We will generally support shareholder proposals requesting that the board chair be an independent director.
We will generally not vote against a CEO or executive serving as board chair solely on the basis of this issue, however, we may do so in instances where we have significant concerns regarding a company’s corporate governance, capital allocation decisions and/or compensation practices.
Attendance and over boarding: Directors serving on the board should attend at least 75% of their board and committee meetings, where applicable. In addition, directors should not have excessive external board or managerial commitments that may interfere with their ability to execute the duties of a director.
We will generally vote against directors who do not attend 75% of their meetings unless there are extenuating circumstances such as health matters or family emergencies.
We will generally vote against directors who have more than four total mandates at public operating companies. We apply a lower threshold for directors with significant commitments such as executive positions and chairmanships.
Diversity: We encourage companies to continue to evolve diversity and inclusion practices. Boards should be comprised of directors with a variety of relevant skills and industry expertise together with a diverse profile of individuals of different genders, ethnicities, skills, tenures and backgrounds in order to provide robust challenge and debate. We consider diversity at the board level, within the executive management team and in the succession pipeline.
We will generally vote against the incumbent nominating committee chair of a board where women constitute less than two board members or 25% of the board, whichever is lower, for two or more consecutive years, unless incremental improvements are being made to diversity practices.
In addition, we will consider a company’s performance on broader types of diversity which may include diversity of skills, non-executive director tenure, ethnicity or other factors where appropriate and reasonably determinable. We will generally vote against the incumbent nominating committee chair if there are multiple concerns on diversity issues.
We generally believe that an individual board’s nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these goals and, if so, the nature of such limits. Invesco generally opposes proposals to limit the tenure of outside directors through mandatory retirement ages.
D.
Long Term Stewardship of Capital
Capital allocation: Invesco expects companies to responsibly raise and deploy capital towards the long-term, sustainable success of the business. In addition, we expect capital allocation authorizations and decisions to be made with due regard to shareholder dilution, rights of shareholders to ratify significant corporate actions and pre-emptive rights, where applicable.
Share issuance and repurchase authorizations: We generally support authorizations to issue shares up to 20% of a company’s issued share capital for general corporate purposes. Shares should not be issued at a substantial discount to the market price or be repurchased at a substantial premium to the market price.
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Stock splits: We generally support management proposals to implement a forward or reverse stock split, provided that a reverse stock split is not being used to take a company private. In addition, we will generally support requests to increase a company’s common stock authorization if requested in order to facilitate a stock split.
Increases in authorized share capital: We will generally support proposals to increase a company’s number of authorized common and/or preferred shares, provided we have not identified concerns regarding a company’s historical share issuance activity or the potential to use these authorizations for antitakeover purposes. We will consider the amount of the request in relation to the company’s current authorized share capital, any proposed corporate transactions contingent on approval of these requests and the cumulative impact on a company’s authorized share capital, for example, if a reverse stock split is concurrently submitted for shareholder consideration.
Mergers, acquisitions, proxy contests, disposals and other corporate transactions: Invesco’s investment teams will review proposed corporate transactions including mergers, acquisitions, reorganizations, proxy contests, private placements, dissolutions and divestitures based on a proposal’s individual investment merits. In addition, we broadly approach voting on other corporate transactions as follows:
We will generally support proposals to approve different types of restructurings that provide the necessary financing to save the company from involuntary bankruptcy.
We will generally support proposals to enact corporate name changes and other proposals related to corporate transactions that we believe are in shareholders’ best interests.
We will generally support reincorporation proposals, provided that management have provided a compelling rationale for the change in legal jurisdiction and provided further that the proposal will not significantly adversely impact shareholders’ rights.
With respect to contested director elections, we consider the following factors, among others, when evaluating the merits of each list of nominees: the long term performance of the company relative to its industry, management’s track record, any relevant background information related to the contest, the qualifications of the respective lists of director nominees, the strategic merits of the approaches proposed by both sides including the likelihood that the proposed goals can be met, positions of stock ownership in the company.
E.
Environmental, Social and Governance Risk Oversight
Director responsibility for risk oversight: The board of directors are ultimately responsible for overseeing management and ensuring that proper governance, oversight and control mechanisms are in place at the companies they oversee. Invesco may take voting action against director nominees in response to material governance or risk oversight failures that adversely affect shareholder value.
Invesco considers the adequacy of a company's response to material oversight failures when determining whether any voting action is warranted. In addition, Invesco will consider the responsibilities delegated to board subcommittees when determining if it is appropriate to hold certain director nominees accountable for these material failures.
Material governance or risk oversight failures at a company may include, without limitation:
i.significant bribery, corruption or ethics violations;
ii.events causing significant environmental degradation;
iii.significant health and safety incidents; or
iv.failure to ensure the protection of human rights.
Reporting of financially material ESG information: Companies should report on their environmental, social and governance opportunities and risks where material to their business operations.
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Where Invesco finds significant gaps in terms of management and disclosure of environmental, social and governance risk policies, we will generally vote against the annual reporting and accounts or an equivalent resolution.
Shareholder proposals addressing environmental and social risks: Invesco may support shareholder resolutions requesting that specific actions be taken to address environmental and social issues or mitigate exposure to material environmental and social risks, including reputational risk, related to these issues. When considering such proposals, we will consider a company's track record managing these risks, the efficacy of the proposal's request and whether the requested action is unduly burdensome.
We generally do not support resolutions where insufficient information has been provided in advance of the vote or a lack of disclosure inhibits our ability to make fully informed voting decisions.
We will generally support shareholder resolutions requesting that companies provide additional information on material environmental, social and governance risks facing their businesses, provided that such requests are not unduly burdensome or duplicative with a company’s existing reporting. These may include but are not limited to the following: gender pay gap reporting requests, political contributions and lobbying disclosure, information on data security, privacy, and internet practices, and reporting on climate change risks.
Ratification of board and/or management acts: We will generally support proposals to ratify the actions of the board of directors, supervisory board and/or executive decision-making bodies, provided there are no material oversight failures as described above. When such oversight concerns are identified, we will consider a company’s response to any issues raised and may vote against ratification proposals instead of, or in addition to, director nominees.
F.
Executive Compensation and Alignment
Invesco supports compensation polices and equity incentive plans that promote alignment between management incentives and shareholders’ long-term interests. We pay close attention to local market practice and may apply stricter or modified criteria where appropriate.
Advisory votes on executive compensation, remuneration policy and remuneration reports: We will generally not support compensation related proposals where more than one of the following is present:
there is an unmitigated misalignment between executive pay and company performance for at least two consecutive years;
there are problematic compensation practices which may include among others incentivizing excessive risk taking or circumventing alignment between management and shareholders’ interests via repricing of underwater options;
vesting periods for long term incentive awards are less than three years;
the company “front loads” equity awards;
there are inadequate risk mitigating features in the program such as clawback provisions;
excessive, discretionary one-time equity grants are awarded to executives;
less than half of variable pay is linked to performance targets, except where prohibited by law.
Invesco will consider company reporting on pay ratios as part of our evaluation of compensation proposals, where relevant.
Equity plans: Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features which may include
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provisions to reprice options without shareholder approval, plans that include evergreen provisions or plans that provide for automatic accelerated vesting upon a change in control.
Employee stock purchase plans: We generally support employee stock purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock represents a reasonable discount from the market price.
Severance Arrangements: Invesco considers proposed severance arrangements (sometimes known as “golden parachute” arrangements) on a case-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, may be in shareholders’ best interests as a method of attracting and retaining high quality executive talent. We generally vote in favor of proposals requiring shareholder ratification of senior executives’ severance agreements where the proposed terms and disclosure align with good market practice.
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Exhibit A
Harbourview Asset Management Corporation
Invesco Advisers, Inc.
Invesco Asset Management (India) Pvt. Ltd*1
Invesco Asset Management (Japan) Limited*1
Invesco Asset Management (Schweiz) AG
Invesco Asset Management Deutschland GmbH
Invesco Asset Management Limited1
Invesco Asset Management Singapore Ltd
Invesco Asset Management Spain
Invesco Australia Ltd
Invesco European RR L.P.
Invesco Canada Ltd.1
Invesco Capital Management LLC
Invesco Capital Markets, Inc.*1
Invesco Hong Kong Limited
Invesco Investment Advisers LLC
Invesco Investment Management (Shanghai) Limited
Invesco Investment Management Limited
Invesco Loan Manager, LLC
Invesco Managed Accounts, LLC
Invesco Management S.A
Invesco Overseas Investment Fund Management (Shanghai) Limited
Invesco Pensions Limited
Invesco Private Capital, Inc.
Invesco Real Estate Management S.a.r.l1
Invesco RR Fund L.P.
Invesco Senior Secured Management, Inc.
Invesco Taiwan Ltd*1
Invesco Trust Company
Oppenheimer Funds, Inc.
WL Ross & Co. LLC
*
Invesco entities with specific proxy voting guidelines
1Invesco entities with specific conflicts of interest policies
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