0001193125-17-004147.txt : 20180308 0001193125-17-004147.hdr.sgml : 20180308 20170106131603 ACCESSION NUMBER: 0001193125-17-004147 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) CENTRAL INDEX KEY: 0001112996 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-626-1919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM COUNSELOR SERIES TRUST DATE OF NAME CHANGE: 20040322 FORMER COMPANY: FORMER CONFORMED NAME: AIM COUNSELOR SERIES FUNDS DATE OF NAME CHANGE: 20031126 FORMER COMPANY: FORMER CONFORMED NAME: AIM COUNSELOR SERIES FUNDS INC DATE OF NAME CHANGE: 20031001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) CENTRAL INDEX KEY: 0000842790 IRS NUMBER: 760343427 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM INVESTMENT SECURITIES FUNDS DATE OF NAME CHANGE: 20000921 FORMER COMPANY: FORMER CONFORMED NAME: AIM INVESTMENT SECURITIES FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AIM PRIME RATE PREMIUM INCOME FUND INC DATE OF NAME CHANGE: 19910320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM TAX EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) CENTRAL INDEX KEY: 0000909466 IRS NUMBER: 766035958 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM TAX EXEMPT FUNDS DATE OF NAME CHANGE: 20000324 FORMER COMPANY: FORMER CONFORMED NAME: AIM TAX EXEMPT FUNDS INC/NEW DATE OF NAME CHANGE: 19940718 FORMER COMPANY: FORMER CONFORMED NAME: AIM TAX FREE FUNDS INC DATE OF NAME CHANGE: 19930721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) CENTRAL INDEX KEY: 0000725781 IRS NUMBER: 840933032 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-626-1919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM SECTOR FUNDS DATE OF NAME CHANGE: 20031126 FORMER COMPANY: FORMER CONFORMED NAME: AIM SECTOR FUNDS INC DATE OF NAME CHANGE: 20031001 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO SECTOR FUNDS INC DATE OF NAME CHANGE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Management Trust CENTRAL INDEX KEY: 0001605283 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-626-1919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM TREASURERS SERIES TRUST (INVESCO TREASURER'S SERIES TRUST) CENTRAL INDEX KEY: 0000828806 IRS NUMBER: 586213968 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-626-1919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM TREASURERS SERIES TRUST DATE OF NAME CHANGE: 20040707 FORMER COMPANY: FORMER CONFORMED NAME: AIM TREASURERS SERIES FUNDS DATE OF NAME CHANGE: 20031126 FORMER COMPANY: FORMER CONFORMED NAME: AIM TREASURERS SERIES FUNDS INC DATE OF NAME CHANGE: 20031001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHORT TERM INVESTMENTS TRUST CENTRAL INDEX KEY: 0000205007 IRS NUMBER: 741093914 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: SHORT TERM INVESTMENTS CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AIM BOND SHARES INC DATE OF NAME CHANGE: 19800909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) CENTRAL INDEX KEY: 0000826644 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM INVESTMENT FUNDS DATE OF NAME CHANGE: 19980529 FORMER COMPANY: FORMER CONFORMED NAME: G T INVESTMENT FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: G T GLOBAL INCOME SERIES INC DATE OF NAME CHANGE: 19890521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Securities Trust CENTRAL INDEX KEY: 0001560704 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-214-1021 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) CENTRAL INDEX KEY: 0000105377 IRS NUMBER: 132576643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS DATE OF NAME CHANGE: 20000713 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WEINGARTEN EQUITY FUND INC DATE OF NAME CHANGE: 19880929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) CENTRAL INDEX KEY: 0000880859 IRS NUMBER: 760352823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: AIM INTERNATIONAL FUNDS INC STREET 2: 11 GREENWAY PLAZA SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM INTERNATIONAL MUTUAL FUNDS DATE OF NAME CHANGE: 20031126 FORMER COMPANY: FORMER CONFORMED NAME: AIM INTERNATIONAL FUNDS INC /MD/ DATE OF NAME CHANGE: 20000620 FORMER COMPANY: FORMER CONFORMED NAME: AIM INTERNATIONAL MUTUAL FUNDS DATE OF NAME CHANGE: 20000323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Exchange Fund CENTRAL INDEX KEY: 0000005100 IRS NUMBER: 741908071 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 404-439-3217 MAIL ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: Invesco Van Kampen Exchange Fund DATE OF NAME CHANGE: 20100601 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN EXCHANGE FUND DATE OF NAME CHANGE: 20030731 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL EXCHANGE FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM FUNDS GROUP (INVESCO FUNDS GROUP) CENTRAL INDEX KEY: 0000019034 IRS NUMBER: 060841973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: INVESCO FUNDS GROUP STREET 2: 11 GREENWAY PLZ STE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP DATE OF NAME CHANGE: 20060203 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP/DE DATE OF NAME CHANGE: 19940718 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP DATE OF NAME CHANGE: 19921016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM GROWTH SERIES (INVESCO GROWTH SERIES) CENTRAL INDEX KEY: 0000202032 IRS NUMBER: 942362417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM GROWTH SERIES DATE OF NAME CHANGE: 19980601 FORMER COMPANY: FORMER CONFORMED NAME: G T GLOBAL GROWTH SERIES DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: G T GLOBAL GROWTH FUNDS DATE OF NAME CHANGE: 19870617 CORRESP 1 filename1.htm CORRESP

LOGO

 

   

 

PO Box 4333

Houston, TX 77210-4333

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

713.626.1919

www.invesco.com

Via EDGAR

January 6, 2017

Karen Rossotto

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re: AIM Counselor Series Trust (Invesco Counselor Series Trust) (CIK No.: 0001112996; 1940 Act No.: 811-09913)

AIM Equity Funds (Invesco Equity Funds) (CIK No.: 0000105377; 1940 Act No.: 811-01424)

AIM Funds Group (Invesco Funds Group) (CIK No.: 0000019034; 1940 Act No.: 811-01540)

AIM Growth Series (Invesco Growth Series) (CIK No.: 0000202032; 1940 Act No.: 811-02699)

AIM International Mutual Funds (Invesco International Mutual Funds) (CIK No.: 0000880859; 1940 Act No.: 811-06463)

AIM Investment Funds (Invesco Investment Funds) (CIK No.: 0000826644; 1940 Act No.: 811-05426)

AIM Investment Securities Funds (Invesco Investment Securities Funds) (CIK No.: 0000842790; 1940 Act No.: 811-05686)

AIM Sector Funds (Invesco Sector Funds) (CIK No.: 0000725781; 1940 Act No.: 811-03826)

AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (CIK No.: 0000909466; 1940 Act No.: 811-07890)

AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) (CIK No.: 0000828806; 1940 Act No.: 811-05460)

Invesco Exchange Fund (CIK No.: 0000005100; 1940 Act No.: 811-02611)

Invesco Management Trust (CIK No.: 0001605283; 1940 Act No.: 811-22957)

Invesco Securities Trust (CIK No.: 0001560704; 1940 Act No.: 811-22793)

Short-Term Investments Trust (CIK No.: 0000205007; 1940 Act No.: 811-02729)

Dear Ms. Rossotto:

Below are responses to your comments, which we received on December 16, 2016, regarding the Preliminary Joint Proxy Statement filed on Schedule 14A (the “Preliminary Proxy Statement”) for the above named registrants (the “Registrants,” each series of which, a “Fund”). The Preliminary Proxy Statement was filed with the U.S. Securities and Exchange Commission

(the “SEC”) on December 6, 2016, pursuant to the Investment Company Act of 1940, as amended, and Section 14(a) under the Securities Exchange Act of 1934, as amended. The purposes of the Preliminary Joint Proxy Statement is to request shareholders of the Registrants to: (1) elect trustees; (2) approve amendments to each Registrant’s Agreement and Declaration of Trust; (3) approve changes to each Fund’s fundamental commodities restriction; (4) add two new affiliated sub-advisers to certain Funds; and (5) change the sub-classification of two Funds from diversified to non-diversified. For your convenience, we have summarized each of your comments in bold and have set forth the Registrant’s response immediately below each comment.

 

1. Comment: Under Proposal 2 and the related Q&A, add language clarifying that the proposed changes are consistent with state and federal law.

Response: The disclosure in Proposal 2 and the related Q&A has been revised to include the following statement: “The proposed amendments would not alter the Trustees’ existing fiduciary obligations to act in the best interests of the Trust and its shareholders and would not remove any of the shareholder protections required by current federal law and state law.”

 

2. Comment: In the Q&A related to Proposal 2, consider changing the language indicating that the Board “believes” the proposed change will make the administration of the Trusts more efficient and cost-effective to the Board “determined” such fact. Also consider adding language indicating that the proposed change will provide the Trusts will the full flexibility conferred by state law.

Response: The Registrants respectfully decline to change the language indicating that the Board “believes” the proposed change will make the administration of the Trusts more efficient and cost-effective to the Board “determined” such fact because such a determination by the Board is not reflected in the resolutions related to the Board’s consideration of the proposed changes and therefore we believe that “determined” may overstate the actions taken by the Board. The following language has been added to the Q&A for Proposal 2 in response to the second part of your comment: “The proposed changes are designed to enable the Trust to take full advantage of the flexibility conferred by the Investment Company Act of 1940 Act, as amended (the “1940 Act”) and Delaware law.”

 

3. Comment: Confirm supplementally if the Adviser may recoup any advisory fees that it has contractually agreed to waive and/or reimburse.

Response: The Registrant confirms that there are no recoupment policies in place for the Adviser to recoup expenses paid under the fee waivers and/or expense reimbursements.

 

4. Comment: In the Q&A related to Proposal 3, confirm that “1940 Act” has been previously defined.

Response: The Registrant confirms that “1940 Act” has been previously defined in the current version of the proxy statement.

 

5. Comment: In Proposal 3 and the related Q&A, consider whether the language should be revised to reflect that the Proposal would permit each Fund to purchase and sell physical commodities to the extent permitted under the 1940 Act “and” any other governing statute rather than “or” any other governing statute.

Response: The proposed restriction in Proposal 3 and the related Q&A has been revised as follows (strikethrough language deleted, underlined language added): “Proposal 3 would permit each Fund to purchase and sell physical commodities to the extent permitted under the 1940 Act or and any other governing statute, and by the rules thereunder, or and by the Securities and Exchange Commission (the “SEC”) or other regulatory agency with authority over the Fund.”

 

6. Comment: Consider moving the Q&A related to voting at the meeting to the back of the proxy statement.

Response: A number of the Q&A related to voting at the meeting have been moved to the back of the proxy statement.

 

7. Comment: In Proposal 5 and the related Q&A, please revise the following disclosure as it is too dense and includes run-on sentences. Also, consider using a word other than “concentrate” as that word as a specified meaning under the 1940 Act.

“As explained more fully in sub-Proposal 5(b) below, the World Bond Fund’s portfolio management team believes it will be better able to capture its investment philosophy regarding exposure to various global markets if given the ability to concentrate its exposures from time to time, and specifically, to target investment in a particular country’s interest rate term structure which the team believes is best reflected in that country’s government bonds. The Fund’s current diversified status requires the team to gain exposure to a particular country’s bond market through multiple smaller holdings of diverse issues that are often less liquid and less available securities, thereby increasing transaction costs and other inefficiencies in positioning. The team believes that if the Fund is reclassified as non-diversified, it could gain exposure to various global markets more efficiently and cost effectively by having the flexibility to take larger positions in fewer non-US government securities.”

Response: The disclosure has been revised as follows (strikethrough language deleted, underlined language added):

“As explained more fully in sub-Proposal 5(b) below, the World Bond Fund’s portfolio management team believes it will be better able to capture its investment philosophy regarding exposure to various global markets if given the ability to concentratefocus its exposures from time to time, and specifically,. Specifically, the Fund’s portfolio management team believes the shift to non-diversified status will allow the Fund to target investment in a particular country’s interest rate term structure which the team believes is best reflected in that country’s government bonds. The Fund’s current diversified status requires the team to gain exposure to a particular country’s bond market through multiple smaller holdings of diverse issuers that are often less liquid and less available securities, thereby increasing transaction costs and other inefficiencies in positioning. The team believes that if the Fund is reclassified as non-diversified, it could gain exposure to various global markets more efficiently and cost effectively by having the flexibility to take larger positions in fewer non-US government securities.”

 

8. Comment: With respect to Proposal 1, consider adding disclosure indicating that the net effect of the Proposal would be to increase the Board by two trustees.

Response: The following statement has been added to Proposal 1: “If each Trustee Nominee is approved, the number of Board members comprising each Trust’s Board will increase from 13 to 15 Trustees.”

Please do not hesitate to contact me at (713) 214-7888 if you have any questions or wish to discuss any of the responses presented above.

 

Sincerely,

/s/ Peter A. Davidson

Peter A. Davidson
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