SEC Company Response from AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) (CIK 0001112996) — Feb 24, 2020
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) (CIK 0001112996)
Date: Feb. 24, 2020 · CIK: 0001112996 · Accession: 0001193125-20-046483
AI Filing Summary & Sentiment
File numbers found in text: 333-236069, 333-236070, 333-236071, 333-236073, 333-236074, 333-236075, 333-236076, 333-236077, 333-236078, 333-236081
Letter
VIA EDGAR Division of Investment Management Attention: File No. 333-236071 (each a “Registrant” and collectively, the “Registrants”) Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL A Pennsylvania Limited Liability Partnership
Dear Ms. Hahn, Mr. Manion and Mr. Long:
On behalf of the Registrants, below are the Registrants’ responses to the comments conveyed telephonically by Ms. Hahn, Mr. Manion and Mr. Long on February 18, 2020, to Registrants’ counsel, Kenneth L. Greenberg, with regard to the Registrants’ registration statements on Form N-14 (the “Registration Statements”) relating to the proposed reorganization of certain Invesco Funds and Invesco Oppenheimer Funds. The Registration Statements were filed with the U.S. Securities and Exchange Commission (“SEC”) on January 24, 2020, under Rule 488 under the Securities Act of 1933 (the “Securities Act”). The Registration Statement filed by AIM Counselor Series Trust (Invesco Counselor Series Trust), File No. 333-236069, AIM Investment Funds (Invesco Investment Funds) File No. 333-236077, AIM International Mutual Funds (Invesco International Mutual Funds) File No. 333-236073, AIM Investment Securities Funds (Invesco Investment Securities Funds) File No. 333-236078, AIM Tax-Exempt Funds (Invesco Tax Exempt Funds) File No. 333-236076, AIM Growth Series (Invesco Growth Series) File No. 333-236075, Invesco Management Trust File No. 333-236081 and AIM Sector Funds (Invesco Sector Funds) File No. 333-236070 contained a Joint Information Statement/Prospectus and related Statement of Additional Information (referred to herein as the “Joint Information Statement/Prospectus”) that related to the reorganization of 24 separate Invesco Funds and Invesco Oppenheimer Funds. The Registration Statement filed by AIM Sector Funds (Invesco Sector Funds) File No. 333-236074 contained a Proxy Statement/Prospectus and related Statement of Additional Information (referred to herein as the “ASEF Gold & Precious Metals Fund Proxy Statement/Prospectus”) that related to the reorganization of the Invesco Gold & Precious Metals Fund into Invesco Oppenheimer Gold & Special Minerals Fund. The Registration Statement filed by AIM Variable Insurance Funds (Invesco Variable Insurance Funds) File No. 333-236071 contained a Proxy Statement/Prospectus and related Statement of Additional Information (referred to herein as the “AVIF Proxy Statement/Prospectus”) that related to the reorganization of the Invesco V.I. Mid Cap Growth Fund into Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund.
Below we have provided your comments (in bold) and the Registrants’ response to each comment. These responses will be incorporated into filings to be made pursuant to Rule 497(b) of the Securities Act. There were certain comments that may have been provided on one but not all of the Registration Statements. In certain cases where appropriate, we applied certain of those comments to all of the Registration Statements if the Registrants believed it would be appropriate to keep the disclosure consistent across the Joint Information Statement/Prospectus, ASEF Gold and Precious Metals Fund Proxy Statement/Prospectus and AVIF Proxy Statement/Prospectus. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Registration Statement.
Accounting Comments
Global Comments
Fee and Expense Information
1. Comment: Please confirm supplementally that the fee and expense information provided in the Funds’ fee tables and expense examples is current.
Response: The Registrants confirm that the information provided in the Funds’ fee tables and examples is current.
2. Comment: Please add a footnote to the applicable Funds’ fee tables disclosing the one-year period for contingent deferred sales charges (“CSDCs”) applicable to Class C shares.
Response: The disclosure has been revised as requested where applicable.
3. Comment: Please supplementally confirm whether there are any expense recoupment arrangements that will survive a Reorganization. If not, please so acknowledge in your response. If there is an ability to recoup expenses, add appropriate disclosure to the Registration Statements.
Response: There are no expense recoupments arrangements that will survive a Reorganization.
Pro Forma Narrative Disclosures
4. Comment: For Funds that do not include pro forma narratives, please add disclosure to the information statement/prospectus or proxy statement/prospectus indicating which Fund will be the accounting survivor in their respective Reorganizations.
Response: The disclosure has been revised as requested where applicable.
5. Comment: For Reorganizations that will not involve significant portfolio repositioning, add disclosure to the relevant pro forma narratives stating that the applicable Funds do not expect any significant portfolio repositioning in connection with the Reorganizations. With respect to Reorganizations that are anticipated to result in significant portfolio repositioning, please add a statement to that effect to the pro forma narratives for the applicable Funds. The disclosure should include the amount of capital gains and whether there will be any capital loss carryforwards to offset the capital gains or otherwise describe the amount of potential capital gains anticipated to be distributed to shareholders.
Response: The disclosure has been revised as requested where applicable.
6. Comment: In the pro forma narratives, if Invesco Advisers, Inc. will be paying a Fund’s reorganization costs, add an explanation regarding why Invesco is paying the reorganization costs (e.g., due to a current expense limitation agreement).
Response: The disclosure has been revised as requested where applicable.
ASEF Gold & Precious Metals Fund Proxy Statement/ Prospectus (Accounting Comments)
7. Comment: Per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 66 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure.
Response: Registrant believes that the current disclosure is accurate. Pro forma average assets under management as of October 31, 2019 was $2.15 billion resulting in a 0.62% pro forma management fee.
8. Comment: With respect to the discussion of portfolio asset repositioning in the “Summary of Key Information” section, consider adding a cross-reference to the more detailed disclosure on this topic in the “Federal Income Tax Considerations” section of the Registration Statement.
Response: The disclosure has been revised as requested.
AVIF Proxy Statement/ Prospectus (Accounting Comments)
Fee Table and Expense Information
9. Comment: Per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 69 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure.
Response: Registrant believes that the current disclosure is accurate. The advisory fee schedule requires the reduction of a 0.01% fee paid under the Invesco administrative service agreement.
10. Comment: With respect to the Series II expense example, per Staff accounting calculations, the one-year figure appears to be overstated by $100 for Target Fund, Acquiring Fund and Pro Forma Combined Fund. Please revise as needed or confirm the accuracy of the current disclosure.
Response: The disclosure has been revised as requested.
Joint Information Statement/ Prospectus (Accounting Comments)
Fee Table and Expense Example Information
11. Comment: With respect to the Invesco American Value Fund, per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 68 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure.
Response: The Registrants believe that the current disclosure is accurate. Pro forma average assets under management as of October 31, 2019 was $2.15 billion resulting in a 0.65% management fee.
12. Comment: With respect to the Invesco Oppenheimer Rochester Municipals Fund, per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 46 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure.
Response: The Registrants believe that the current disclosure is accurate. The advisory fee schedule requires the reduction of the 0.01% fee paid under the Invesco administrative service agreement.
13. Comment: With respect to the Invesco Oppenheimer Intermediate Term Municipal Fund, per Accounting Staff calculations, the Fund’s management fee rate, based on the disclosed advisory fee schedule, should be 50 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure.
Response: The Registrants believe that the current disclosure is accurate. Average assets under management as of September 30, 2019 were $211 million resulting in a 0.59% management fee after reduction of the administrative services agreement.
14. Comment: With respect to the Invesco Short-Term Bond Fund, Class R5 and Class R6 shares of the Fund have identical expense ratios, per the fee table disclosure, but different expense example figures. Please revise as needed.
Response: The Registrants have revised the expense example.
Miscellaneous
15. Comment: In the Section titled: “Will there be any tax consequences resulting from the Reorganizations?- Repositioning of the Target Fund’s Portfolio Assets.” There is no reference to the Invesco Oppenheimer Global Infrastructure Fund. Add additional disclosure to address that Fund. Additionally, to the extent a Fund is expected to experience significant portfolio repositioning, ensure such Fund is included in the relevant discussion in this section.
Response: The disclosure has been revised as requested.
16. Comment: With respect to the capitalization table for the Invesco Oppenheimer Rochester Municipals Fund, the pro forma net asset value per share for Class R6 shares of the Fund should be $16.78 per the Accounting Staff calculations. Please confirm whether this is a rounding issue and/or revise as appropriate.
Response: The Registrants believe that the current disclosure is accurate.
17. Comment: On page 117 of the Registration Statement under “General Limitation on Capital Losses,” capital loss carryover information appears to be missing for the following Funds: Invesco International Allocation Fund; Invesco Oppenheimer International Diversified Fund; and Invesco Oppenheimer Portfolio Series: Moderate Investor Fund and Invesco Moderate Allocation Fund. Please update the disclosure as appropriate.
Response: Invesco International Allocation Fund and Invesco Oppenheimer International Diversified Fund are included in the chart. Invesco Oppenheimer Portfolio Series: Moderate Investor Fund and Invesco Moderate Allocation Fund have no capital loss carryovers.
Financial Highlights
18. Comment: For those Funds for which a financial highlight table has not been provided, add disclosure that indicates to shareholders that the financial highlights table can be found in the accompanying prospectus.
Response: The disclosure has been revised as requested where applicable.
Disclosure Comments
ASEF Gold & Precious Metals Fund Proxy Statement/ Prospectus (Disclosure Comments)
1. Comment: In the question and answer (“Q&A”) portion of the Registration Statement on pp. 1-2, in response to the question “What are the reasons for the proposed Reorganization?”, the second paragraph of the answer states that the Reorganization is in the best interest of the Funds, while the first paragraph discusses anticipated benefits that will accrue to Invesco and Invesco Advisers (together, “Invesco”). Please clarify the disclosure to separately discuss how the Reorganization will benefit Invesco on a macro level and how it will benefit the Funds and their shareholders.
Response: The disclosure has been revised as requested.
2. Comment: In the Q&A portion, consider adding a comparison of the sizes of the Target Fund and Acquiring Fund.
Response: The disclosure has been revised as requested.
3. Comment: On page 2 of the Q&A portion, in response to the question “What effect will the Reorganization have on me as a shareholder?”, please clarify in the answer if the Target Fund will bear any costs of the repositioning beyond the realization of capital gains (e.g., brokerage costs).
Response: The disclosure has been revised as requested.
4. Comment: On page 2 of the Q&A portion, in response to the question “How do the Funds’ investment objectives, principal investment strategies and risks compare?”, please briefly describe in the answer the different instruments in which each Fund can invest. Also add disclosure that the Acquiring Fund uses a wholly-owned subsidiary to make certain investments and briefly discuss the risks of using such a subsidiary.
Response: The disclosure has been revised as requested.
5. Comment: On page 2 of the Q&A portion, in response to the question “How do the Funds’ investment objectives, principal investment strategies and risks compare?”, please discuss in the answer the differences between the Funds’ diversification classifications and related risks.
Response: The disclosure has been revised as requested.
6. Comment: Please supplementally confirm that Invesco Advisers may not recoup waived fees or expenses under the expense limitation agreement.
Response: The Registrant confirms that there are no expense recoupment arrangements under the expense limitation agreement.
7. Comment: On page 10, following the table comparing the Funds’ advisory fee schedules, please delete “, if any” from the disclosure regarding the compensation paid to Invesco Advisers by each Fund for its most recently completed fiscal year. Please clarify if the compensation paid is after waivers and/or reimbursement and if such waivers or reimbursements are subject to recoupment.
Response: The disclosure has been revised as requested.
8. Comment: On page 10, the disclosure regarding Invesco Canada states that Invesco Canada is a leading Canadian investment management company. Please provide supplementally support for this statement.
Response: The above-referenced disclosure has been deleted.
9. Comment: On page 11 of the Q&A portion, in response to the question “H
Show Raw Text
CORRESP 1 filename1.htm CORRESP Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com February 24, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549-9303 Attention: Ms. Jaea Hahn Mr. David Manion Mr. Jeff Long Re: AIM Counselor Series Trust (Invesco Counselor Series Trust) File No. 333-236069 AIM Investment Funds (Invesco Investment Funds) File No. 333-236077 AIM International Mutual Funds (Invesco International Mutual Funds) File No. 333-236073 AIM Investment Securities Funds (Invesco Investment Securities Funds) File No. 333-236078 AIM Tax-Exempt Funds (Invesco Tax Exempt Funds) File No. 333-236076 AIM Growth Series (Invesco Growth Series) File No. 333-236075 Invesco Management Trust File No. 333-236081 AIM Sector Funds (Invesco Sector Funds) File No. 333-236070 AIM Sector Funds (Invesco Sector Funds) File No. 333-236074 AIM Variable Insurance Funds (Invesco Variable Insurance Funds) File No. 333-236071 (each a “Registrant” and collectively, the “Registrants”) Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL A Pennsylvania Limited Liability Partnership Dear Ms. Hahn, Mr. Manion and Mr. Long: On behalf of the Registrants, below are the Registrants’ responses to the comments conveyed telephonically by Ms. Hahn, Mr. Manion and Mr. Long on February 18, 2020, to Registrants’ counsel, Kenneth L. Greenberg, with regard to the Registrants’ registration statements on Form N-14 (the “Registration Statements”) relating to the proposed reorganization of certain Invesco Funds and Invesco Oppenheimer Funds. The Registration Statements were filed with the U.S. Securities and Exchange Commission (“SEC”) on January 24, 2020, under Rule 488 under the Securities Act of 1933 (the “Securities Act”). The Registration Statement filed by AIM Counselor Series Trust (Invesco Counselor Series Trust), File No. 333-236069, AIM Investment Funds (Invesco Investment Funds) File No. 333-236077, AIM International Mutual Funds (Invesco International Mutual Funds) File No. 333-236073, AIM Investment Securities Funds (Invesco Investment Securities Funds) File No. 333-236078, AIM Tax-Exempt Funds (Invesco Tax Exempt Funds) File No. 333-236076, AIM Growth Series (Invesco Growth Series) File No. 333-236075, Invesco Management Trust File No. 333-236081 and AIM Sector Funds (Invesco Sector Funds) File No. 333-236070 contained a Joint Information Statement/Prospectus and related Statement of Additional Information (referred to herein as the “Joint Information Statement/Prospectus”) that related to the reorganization of 24 separate Invesco Funds and Invesco Oppenheimer Funds. The Registration Statement filed by AIM Sector Funds (Invesco Sector Funds) File No. 333-236074 contained a Proxy Statement/Prospectus and related Statement of Additional Information (referred to herein as the “ASEF Gold & Precious Metals Fund Proxy Statement/Prospectus”) that related to the reorganization of the Invesco Gold & Precious Metals Fund into Invesco Oppenheimer Gold & Special Minerals Fund. The Registration Statement filed by AIM Variable Insurance Funds (Invesco Variable Insurance Funds) File No. 333-236071 contained a Proxy Statement/Prospectus and related Statement of Additional Information (referred to herein as the “AVIF Proxy Statement/Prospectus”) that related to the reorganization of the Invesco V.I. Mid Cap Growth Fund into Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund. Below we have provided your comments (in bold) and the Registrants’ response to each comment. These responses will be incorporated into filings to be made pursuant to Rule 497(b) of the Securities Act. There were certain comments that may have been provided on one but not all of the Registration Statements. In certain cases where appropriate, we applied certain of those comments to all of the Registration Statements if the Registrants believed it would be appropriate to keep the disclosure consistent across the Joint Information Statement/Prospectus, ASEF Gold and Precious Metals Fund Proxy Statement/Prospectus and AVIF Proxy Statement/Prospectus. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Registration Statement. Accounting Comments Global Comments Fee and Expense Information 2 1. Comment: Please confirm supplementally that the fee and expense information provided in the Funds’ fee tables and expense examples is current. Response: The Registrants confirm that the information provided in the Funds’ fee tables and examples is current. 2. Comment: Please add a footnote to the applicable Funds’ fee tables disclosing the one-year period for contingent deferred sales charges (“CSDCs”) applicable to Class C shares. Response: The disclosure has been revised as requested where applicable. 3. Comment: Please supplementally confirm whether there are any expense recoupment arrangements that will survive a Reorganization. If not, please so acknowledge in your response. If there is an ability to recoup expenses, add appropriate disclosure to the Registration Statements. Response: There are no expense recoupments arrangements that will survive a Reorganization. Pro Forma Narrative Disclosures 4. Comment: For Funds that do not include pro forma narratives, please add disclosure to the information statement/prospectus or proxy statement/prospectus indicating which Fund will be the accounting survivor in their respective Reorganizations. Response: The disclosure has been revised as requested where applicable. 5. Comment: For Reorganizations that will not involve significant portfolio repositioning, add disclosure to the relevant pro forma narratives stating that the applicable Funds do not expect any significant portfolio repositioning in connection with the Reorganizations. With respect to Reorganizations that are anticipated to result in significant portfolio repositioning, please add a statement to that effect to the pro forma narratives for the applicable Funds. The disclosure should include the amount of capital gains and whether there will be any capital loss carryforwards to offset the capital gains or otherwise describe the amount of potential capital gains anticipated to be distributed to shareholders. Response: The disclosure has been revised as requested where applicable. 6. Comment: In the pro forma narratives, if Invesco Advisers, Inc. will be paying a Fund’s reorganization costs, add an explanation regarding why Invesco is paying the reorganization costs (e.g., due to a current expense limitation agreement). 3 Response: The disclosure has been revised as requested where applicable. ASEF Gold & Precious Metals Fund Proxy Statement/ Prospectus (Accounting Comments) 7. Comment: Per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 66 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure. Response: Registrant believes that the current disclosure is accurate. Pro forma average assets under management as of October 31, 2019 was $2.15 billion resulting in a 0.62% pro forma management fee. 8. Comment: With respect to the discussion of portfolio asset repositioning in the “Summary of Key Information” section, consider adding a cross-reference to the more detailed disclosure on this topic in the “Federal Income Tax Considerations” section of the Registration Statement. Response: The disclosure has been revised as requested. AVIF Proxy Statement/ Prospectus (Accounting Comments) Fee Table and Expense Information 9. Comment: Per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 69 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure. Response: Registrant believes that the current disclosure is accurate. The advisory fee schedule requires the reduction of a 0.01% fee paid under the Invesco administrative service agreement. 10. Comment: With respect to the Series II expense example, per Staff accounting calculations, the one-year figure appears to be overstated by $100 for Target Fund, Acquiring Fund and Pro Forma Combined Fund. Please revise as needed or confirm the accuracy of the current disclosure. Response: The disclosure has been revised as requested. 4 Joint Information Statement/ Prospectus (Accounting Comments) Fee Table and Expense Example Information 11. Comment: With respect to the Invesco American Value Fund, per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 68 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure. Response: The Registrants believe that the current disclosure is accurate. Pro forma average assets under management as of October 31, 2019 was $2.15 billion resulting in a 0.65% management fee. 12. Comment: With respect to the Invesco Oppenheimer Rochester Municipals Fund, per Accounting Staff calculations, the Fund’s pro forma management fee rate, based on the disclosed advisory fee schedule, should be 46 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure. Response: The Registrants believe that the current disclosure is accurate. The advisory fee schedule requires the reduction of the 0.01% fee paid under the Invesco administrative service agreement. 13. Comment: With respect to the Invesco Oppenheimer Intermediate Term Municipal Fund, per Accounting Staff calculations, the Fund’s management fee rate, based on the disclosed advisory fee schedule, should be 50 basis points. Please revise the Fund’s fee table and expense example information as appropriate, or confirm the accuracy of the current disclosure. Response: The Registrants believe that the current disclosure is accurate. Average assets under management as of September 30, 2019 were $211 million resulting in a 0.59% management fee after reduction of the administrative services agreement. 14. Comment: With respect to the Invesco Short-Term Bond Fund, Class R5 and Class R6 shares of the Fund have identical expense ratios, per the fee table disclosure, but different expense example figures. Please revise as needed. Response: The Registrants have revised the expense example. 5 Miscellaneous 15. Comment: In the Section titled: “Will there be any tax consequences resulting from the Reorganizations?- Repositioning of the Target Fund’s Portfolio Assets.” There is no reference to the Invesco Oppenheimer Global Infrastructure Fund. Add additional disclosure to address that Fund. Additionally, to the extent a Fund is expected to experience significant portfolio repositioning, ensure such Fund is included in the relevant discussion in this section. Response: The disclosure has been revised as requested. 16. Comment: With respect to the capitalization table for the Invesco Oppenheimer Rochester Municipals Fund, the pro forma net asset value per share for Class R6 shares of the Fund should be $16.78 per the Accounting Staff calculations. Please confirm whether this is a rounding issue and/or revise as appropriate. Response: The Registrants believe that the current disclosure is accurate. 17. Comment: On page 117 of the Registration Statement under “General Limitation on Capital Losses,” capital loss carryover information appears to be missing for the following Funds: Invesco International Allocation Fund; Invesco Oppenheimer International Diversified Fund; and Invesco Oppenheimer Portfolio Series: Moderate Investor Fund and Invesco Moderate Allocation Fund. Please update the disclosure as appropriate. Response: Invesco International Allocation Fund and Invesco Oppenheimer International Diversified Fund are included in the chart. Invesco Oppenheimer Portfolio Series: Moderate Investor Fund and Invesco Moderate Allocation Fund have no capital loss carryovers. Financial Highlights 18. Comment: For those Funds for which a financial highlight table has not been provided, add disclosure that indicates to shareholders that the financial highlights table can be found in the accompanying prospectus. Response: The disclosure has been revised as requested where applicable. 6 Disclosure Comments ASEF Gold & Precious Metals Fund Proxy Statement/ Prospectus (Disclosure Comments) 1. Comment: In the question and answer (“Q&A”) portion of the Registration Statement on pp. 1-2, in response to the question “What are the reasons for the proposed Reorganization?”, the second paragraph of the answer states that the Reorganization is in the best interest of the Funds, while the first paragraph discusses anticipated benefits that will accrue to Invesco and Invesco Advisers (together, “Invesco”). Please clarify the disclosure to separately discuss how the Reorganization will benefit Invesco on a macro level and how it will benefit the Funds and their shareholders. Response: The disclosure has been revised as requested. 2. Comment: In the Q&A portion, consider adding a comparison of the sizes of the Target Fund and Acquiring Fund. Response: The disclosure has been revised as requested. 3. Comment: On page 2 of the Q&A portion, in response to the question “What effect will the Reorganization have on me as a shareholder?”, please clarify in the answer if the Target Fund will bear any costs of the repositioning beyond the realization of capital gains (e.g., brokerage costs). Response: The disclosure has been revised as requested. 4. Comment: On page 2 of the Q&A portion, in response to the question “How do the Funds’ investment objectives, principal investment strategies and risks compare?”, please briefly describe in the answer the different instruments in which each Fund can invest. Also add disclosure that the Acquiring Fund uses a wholly-owned subsidiary to make certain investments and briefly discuss the risks of using such a subsidiary. Response: The disclosure has been revised as requested. 5. Comment: On page 2 of the Q&A portion, in response to the question “How do the Funds’ investment objectives, principal investment strategies and risks compare?”, please discuss in the answer the differences between the Funds’ diversification classifications and related risks. Response: The disclosure has been revised as requested. 7 6. Comment: Please supplementally confirm that Invesco Advisers may not recoup waived fees or expenses under the expense limitation agreement. Response: The Registrant confirms that there are no expense recoupment arrangements under the expense limitation agreement. 7. Comment: On page 10, following the table comparing the Funds’ advisory fee schedules, please delete “, if any” from the disclosure regarding the compensation paid to Invesco Advisers by each Fund for its most recently completed fiscal year. Please clarify if the compensation paid is after waivers and/or reimbursement and if such waivers or reimbursements are subject to recoupment. Response: The disclosure has been revised as requested. 8. Comment: On page 10, the disclosure regarding Invesco Canada states that Invesco Canada is a leading Canadian investment management company. Please provide supplementally support for this statement. Response: The above-referenced disclosure has been deleted. 9. Comment: On page 11 of the Q&A portion, in response to the question “H