Invesco Exchange Fund A California LP

12/09/2024 | Press release | Distributed by Public on 12/09/2024 21:46

Post Effective Amendment to Registration Statement Form POS AMI

POS AMI
As Filed with the United States Securities and Exchange Commission on September 12, 2024.
1940 Act Registration No. 811-02611
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 76
☒
INVESCO EXCHANGE FUND
(Exact Name of Registrant as Specified in Declaration of Trust)
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (713) 626-1919
Melanie Ringold, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Name and Address of Agent for Service)
Copies to:
Taylor V. Edwards, Esquire
Invesco Advisers, Inc.
225 Liberty Street, 15th FL
New York, NY 10281-1087
Matthew R. DiClemente, Esquire
Mena M. Larmour, Esquire
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, Pennsylvania 19103-7018

EXPLANATORY NOTE

This Amendment No. 76 to the Registration Statement of Invesco Exchange Fund (the "Registrant") on Form N-1A incorporates herein Part A and Part B as filed in Amendment No. 75 of the Registrant on April 26, 2024 (Accession No. 0001193125-24-115906) ("Amendment No. 75") and is being filed to amend and supplement Amendment No. 75.

The audited financial statements of the Registrant for the annual period ended December 31, 2023 (as filed on February 29, 2024 (Accession No. 0001193125-24-052003)) and the unaudited semi-annual financial statements of the Registrant for the semi-annual period ended June 30, 2024 (as filed on August 30, 2024 (Accession No. 0000898430-24-0078)) contained in the Annual and Semi-Annual Reports of the Registrant, respectively, are incorporated herein by reference.

Part A and Part B are hereby supplemented with the following information:

Supplement dated September 12, 2024 to the Current

Prospectus and Statement of Additional Information For:

Invesco Exchange Fund

(the "Fund")

At the meeting held September 9-11, 2024, the Board of Trustees of Invesco Exchange Fund (the "Board") approved a Plan of Liquidation and Dissolution (the "Plan"), which authorizes the termination, liquidation and dissolution of the Fund on or about December 19, 2024 (the "Liquidation Date") as described below. The liquidation may occur sooner if at any time before the Liquidation Date there are no shares outstanding in the Fund. The liquidation may also be delayed or occur sooner if unforeseen circumstances arise or if it is otherwise determined to be in the best interest of the Fund. Shareholders of the Fund may redeem their shares at any time prior to the Liquidation Date.

To prepare for the closing and liquidation of the Fund, the Fund's portfolio managers may increase the Fund's assets held in cash and similar instruments in order to pay for Fund expenses and meet redemption requests. As a result, the Fund may deviate from its stated investment strategies and policies and may no longer be managed to meet its investment objective. On or promptly after the Liquidation Date, the Fund will make a liquidating distribution to each remaining shareholder equal to the shareholder's proportionate interest in the net assets of the Fund, in complete redemption and cancellation of the Fund's shares held by the shareholder, and the Fund will be dissolved. The Fund will declare and pay a dividend to distribute to its shareholders all of the Fund's remaining investment company taxable income, if any, and all of the Fund's net capital gain (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax. It is anticipated that the capital gain distribution will be significant. Alternatively, the Fund may, if eligible, treat some or all of such amounts distributed to its shareholders as being paid out as dividends as part of the liquidating distributions. It is anticipated that the Fund's liquidation will be a taxable event to its shareholders. Please consult your tax advisor about the potential tax consequences.

At any time prior to the Liquidation Date, shareholders may redeem their shares of the Fund pursuant to the procedures set forth in the prospectus under "Item 11. Shareholder Information," as it may be supplemented. Shareholders will not be permitted to exchange their shares prior to the Liquidation Date for shares of other Invesco funds. Any such redemption may be considered a taxable event for federal income tax purposes. Shareholders who hold their shares in the Fund through financial intermediaries should contact their financial representatives to discuss their options with respect to the liquidation and the distribution of their redemption proceeds.

Shareholders should consult their tax advisors regarding the effect of the Fund's liquidation in light of their individual circumstances.

PART C. OTHER INFORMATION
Item 28. Exhibits.
Exhibit
Number
Description
a
(1)
b
c
Articles II, VI, VII, VIII and IX of the Fourth Amended and Restated Agreement and Declaration of Trust, as amended,
and Articles IV, V and VI of the Bylaws, both as previously filed define rights of holders of shares.
d
(1)
d
(2)
d
(3)
(a)
d
(3)
(b)
d
(3)
(c)
d
(3)
(d)
d
(3)
(e)
d
(3)
(f)
d
(3)
(g)
d
(3)
(h)
d
(3)
(i)
d
(3)
(j)
d
(3)
(k)
d
(3)
(l)
d
(3)
(m)
d
(3)
(n)
d
(3)
(o)
d
(3)
(p)
d
(3)
(q)
Exhibit
Number
Description
d
(3)
(r)
d
(3)
(s)
d
(3)
(t)
d
(4)
(a)
d
(4)
(b)
d
(4)
(c)
d
(4)
(d)
d
(4)
(e)
d
(4)
(f)
d
(4)
(g)
d
(4)
(h)
d
(4)
(i)
d
(4)
(j)
d
(4)
(k)
d
(4)
(l)
d
(4)
(m)
d
(4)
(n)
d
(4)
(o)
d
(4)
(p)
d
(4)
(q)
d
(4)
(r)
d
(4)
(s)
Exhibit
Number
Description
d
(4)
(t)
e
Omitted pursuant to General Instruction B.2 of Form N-1A.
f
Not Applicable.
g
(1)
g
(2)
(a)
g
(2)
(b)
g
(3)
h
I
Omitted pursuant to General Instruction B.2 of Form N-1A.
j
Omitted pursuant to General Instruction B.2 of Form N-1A.
k
Omitted pursuant to General Instruction B.2 of Form N-1A.
l
Not Applicable.
m
Not Applicable.
n
Not Applicable.
o
Not Applicable.
p
(1)
p
(2)
p
(3)
(1)
Incorporated herein by reference to Amendment No. 64, filed on March 1, 2019.
(2)
Incorporated herein by reference to Post-Effective Amendment No. 137 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A filed on August 20, 2020.
(3)
Incorporated herein by reference to Post-Effective Amendment No. 139 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A filed on October 9, 2020.
(4)
Incorporated herein by reference to Amendment No. 70, filed on October 15, 2020.
(5)
Incorporated herein by reference to Post-Effective Amendment No. 141 to AIM Equity Funds (Invesco Equity Funds) Registration Statement on Form N-1A filed on February 25, 2021.
(6)
Incorporated herein by reference to Post-Effective Amendment No. 192 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A filed on March 30, 2021.
(7)
Incorporated herein by reference to Post-Effective Amendment No. 163 to AIM Growth Series (Invesco Growth Series) Registration Statement on Form N-1A filed on April 29, 2021.
(8)
Incorporated herein by reference to Post-Effective Amendment No. 85 to AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Registration Statement on Form N-1A filed on September 7, 2021.
(9)
Incorporated herein by reference to Amendment No. 72, filed on April 29, 2022.
(10)
Incorporated by reference to Post-Effective Amendment No. 105 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 27, 2022.
(11)
Incorporated by reference to Post-Effective Amendment No. 174 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on December 15, 2022.
(12)
Incorporated by reference to Post-Effective Amendment No. 195 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 28, 2023.
(13)
Incorporated herein by reference to Amendment No. 73, filed on April 28, 2023.
(14)
Incorporated by reference to Post Effective No. 108 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 27, 2023.
(15)
Incorporated by reference to Post Effective No. 104 to AIM International Mutual Funds (Invesco International Mutual Funds) Registration Statement on Form N-1A, filed on February 27, 2024.
(16)
Incorporated by reference to Post-Effective Amendment No. 198 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 27, 2024.
(17)
Incorporated by reference to Post-Effective Amendment No. 109 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A on June 28, 2024.
Item 29. Persons Controlled by or Under Common Control with the Fund.
None.
Item 30. Indemnification.
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant's Fourth Amended and Restated Agreement and Declaration of Trust and Article VIII of its Bylaws, and are hereby incorporated by reference. See Item 28(a) and (b) above. Under the Fourth Amended and Restated Agreement and Declaration of Trust, dated September 20, 2022, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant's Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $100,000,000 and an additional $50,000,000 of excess coverage (plus an additional $30,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Amended and Restated Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (Invesco) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any shareholder of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
Section 10 of the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc., and separate Sub-Advisory Agreements with Invesco Capital Management, LLC and Invesco Asset Management (India) Private Limited (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.
Item 31. Business and Other Connections of the Investment Adviser.
The only employment of a substantial nature of Invesco Adviser's directors and officers is with the Adviser and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan)
Limited, Invesco Canada Ltd., Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Capital Management, LLC and Invesco Asset Management (India) Private Limited (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference. Reference is also made to the caption "Item 10. Management, Organization and Capital Structure" in the Prospectus which comprises Part A of this Registration Statement, and to the caption "Item 19. Investment Advisory and Other Services" of the Statement of Additional Information which comprises Part B of this Registration Statement.
Item 32. Principal Underwriters.
Not applicable.
Item 33. Location of Accounts and Records.
Invesco Advisers, Inc., 1331 Spring Street NW, Suite 2500, Atlanta, Georgia 30309, maintains physical possession of each such account, book or other document of the Registrant at the Registrant's principal executive offices, 11 Greenway Plaza, Houston, Texas 77046-1173, except for those maintained at its Atlanta offices at the address listed above or at its Louisville, Kentucky offices, 400 West Market Street, Suite 3300, Louisville, Kentucky 40202 and except for those relating to certain transactions in portfolio securities that are maintained by the Registrant's Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant's Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, Missouri 64121-9078.
Records may also be maintained at the offices of:
Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322
Invesco Asset Management Ltd.
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire, RG91HH
United Kingdom
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114 Japan
Invesco Hong Kong Limited
45F Jardine House
1 Connaught Place
Central, Hong KongP.R.C.
Invesco Senior Secured Management, Inc.
225 Liberty Street
New York, NY 10281
Invesco Canada Ltd.
120 Bloor Street East
Suite 700
Toronto, Ontario
Canada M4W 1B7
Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
Invesco Asset Management (India) Private Limited
3rd Floor, GYS Infinity, Subhash Road
Paranjpe B Scheme, Ville Parle (East)
Mumbai - 400 057, India
Item 34. Management Services.
None.
Item 35. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant, Invesco Exchange Fund, has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Houston, and the State of Texas, on the 12th day of September, 2024.
INVESCO EXCHANGE FUND
By:
/s/ Glenn Brightman
Glenn Brightman
Title:
President