DEF 14A
Invesco Diversified Dividend Opportunities ETF (DVVY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
ProxyStatement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
| --- | --- |
| ☒ | Definitive Proxy Statement |
| --- | --- |
| ☐ | Definitive Additional Materials |
| --- | --- |
| ☐ | Soliciting Material Pursuant to Rule 240.14a-12 |
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INVESCO ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Invesco Actively Managed Exchange-Traded Fund Trust
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 10, 2025
Notice is hereby given to the shareholders of Invesco Active U.S. Real Estate ETF (the “Fund”), a series of Invesco Actively Managed Exchange-Traded Fund Trust (the “Trust”), that a Special Meeting of Shareholders of the Fund (the “Meeting”) will be held at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515, on July 10, 2025 at 12:00 p.m. Central Time.
The Board of Trustees of the Trust has carefully considered the proposal below for the Fund and unanimously recommends that you vote FOR the proposal. The enclosed proxy statement provides you with detailed information on the proposal.
The Meeting is to be held for the following purpose:
- To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and the elimination of the related fundamental investment restrictions.
In addition, any other business as may properly come before the Meeting or any adjournments or postponements thereof will be transacted at the Meeting.
Shareholders of record of the Fund on April 21, 2025 are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLYRECOMMENDS THAT YOU CAST YOUR VOTE FOR THE PROPOSAL DESCRIBED IN THE PROXY STATEMENT.
| By order of the Board of Trustees of,<br><br><br>Invesco Actively Managed Exchange-Traded Fund Trust |
|---|
<br><br><br> <br> |
| Adam Henkel |
| Secretary |
May 8, 2025
IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING OR BY PROXY. PLEASE PROMPTLY SIGN, DATE AND RETURN THEENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
If you attend the Meeting and wish to vote at the Meeting, you will be able to do so and your vote at the Meeting will revoke any proxy you may have submitted. Merely attending the Meeting, however, will not revoke a previously given proxy.
In order to avoid the additional expense of further solicitation, we ask that you mail your proxy card or record your voting instructions by telephone or via the internet promptly.
Your vote is extremely important. No matter how many or how few shares you own, please send in your proxy card, or vote by telephone or the internet today.
Invesco Actively Managed Exchange-Traded Fund Trust
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 10, 2025
INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Invesco Active U.S. Real Estate ETF (the “Fund”), a series of Invesco Actively Managed Exchange-Traded Fund Trust (the “Trust”). The proxies are to be voted at a Special Meeting of Shareholders of the Fund, and all adjournments thereof (the “Meeting”), to be held at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, on July 10, 2025, at 12:00 p.m. Central Time. The approximate mailing date of this Proxy Statement and accompanying proxy card is on or about May 8, 2025.
The Board has fixed April 21, 2025 as the record date (the “Record Date”) for the determination of holders of shares of the Fund entitled to vote at the Meeting. Shareholders of record of the Fund, as of the close of business on the Record Date, are entitled to vote their shares at the Meeting. The number of shares outstanding for the Fund on the Record Date can be found in Annex A. Each share of the Fund that you own entitles you to one vote on the proposal described herein (fractional shares, if any, have a fractional vote).
If you have any questions about the information set forth in this Proxy Statement, please contact us at the 24-hour Automated Investor Line at 1-800-246-5463 or visit our website at www.invesco.com/us.
Important Notice Regarding the Availability of Proxy Materials for the Meeting
This Proxy Statement and a copy of the proxy card (together, the “Proxy Materials”) are available at https://proxyvotinginfo.com/p/reetf . The Proxy Materials will be available on the internet through the day of the Meeting.
Copies of the Fund’s most recent annual report and the most recent semiannual report for the period after the annual report, if any, have been mailed to shareholders. The financial statements for the Fund are available in the Trust’s Form N-CSR filed with the SEC and on the Fund’s website. If you have notreceived such report(s) or would like to receive an additional copy, or if you would like to receive a copy of the Fund’s financial statements, without charge, a request should be directed to the Trust, c/o Invesco Distributors, Inc.(“IDI”) at 11 Greenway Plaza, Houston, Texas 77046-1173, or by calling 1-800-959-4246.
Only one copy of this Proxy Statement will be mailed to multiple shareholders sharing an address, known as “householding,” unless we have received contrary instructions. Householding for the Fund is available through certain broker-dealers. If you currently are enrolled in householding, only one copy of this Proxy Statement may be mailed to you. If a shareholder wants to receive multiple copies of these materials, the shareholder should contact their broker-dealer.
The Proposal
The purpose of the Meeting is for shareholders to consider and vote on the proposal listed below (the “Proposal”) as more fully described herein. The Board has unanimously approved the Proposal for the Fund and recommends that shareholders of the Fund vote in favor of the Proposal.
| Proposal | ||
|---|---|---|
| 1. | To approve changing the Fund’s sub-classification from<br>“diversified” to “non-diversified” and the elimination of the related fundamental investment restrictions. |
Voting at the Meeting
Shareholders of the Fund on the Record Date are entitled to one vote per share, and a proportional vote for each fractional share, if any, with respect to the Proposal, with no share having cumulative voting rights. A quorum of shareholders is necessary to hold a valid meeting. The voting and quorum requirements for the Proposal are described below.
Please notify us by calling 1-800-952-3502 if you plan to attend the Meeting. Shareholders who intend to attend the Meeting in person will need to bring proof of share ownership, such as a shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Meeting. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person.
You may contact the Fund at 1-800-959-4246 to obtain directions to the site of the Meeting.
The Fund does not know of any business other than the Proposal that will, or is proposed to, be presented for consideration at the Meeting. If any other matters are properly presented, the persons named on the enclosed proxy card shall vote proxies in accordance with their best judgment.
THE BOARD OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE PROPOSAL FOR THE FUND.
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
Below is a brief overview of the subject of the shareholder vote. Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Proxy Statement, which contains additional information about the Proposal, and keep it for future reference.
QUESTIONS AND ANSWERS ABOUT THE PROPOSAL
What is the Proposal shareholders are being asked to approve?
Shareholders of the Fund are being asked to approve changing the Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the Investment Company Act of 1940, as amended (“1940 Act”).
What will be the impact to the Fund (and its risk profile) if the Proposal is approved?
The Proposal will give the Fund the ability to invest a greater percentage of its assets in the obligations or securities of a smaller number of issuers or any one issuer as compared to a diversified fund. The Fund’s portfolio management team believes that this added flexibility will enable the Fund to operate its investment program in a more effective manner by increasing investments in securities that they believe to be most attractive, particularly in light of the evolving market for real estate securities. However, shareholders should note that if the change in the Fund’s sub-classifications to “non-diversified” is approved, the Fund’s risk profile may increase. Specifically, because a fund that is non-diversified may invest a greater percentage of its assets in a small group of issuers or in any one issuer than a diversified fund, the investment return of a non-diversified fund typically is more dependent upon the performance of a smaller number of issuers or any one issuer than a diversified fund. A non-diversified fund is therefore more susceptible to adverse developments affecting any single issuer held in its portfolio than a diversified fund.
Why are shareholdersbeing asked to approve these changes?
As explained more fully below, the Fund is currently classified as a diversified fund and has declared a fundamental policy of being classified as diversified under the 1940 Act, which may not be changed or eliminated without shareholder approval. “Diversified” under the 1940 Act means that, with respect to 75% of its total assets, the Fund will not invest more than 5% of its total assets in the securities of a single issuer or own more than 10% of the outstanding voting securities of a single issuer (other than U.S. government securities and securities of other investment companies). In other words, a diversified fund may not invest more than 5% of its assets in a company, if, in the aggregate, the positions equal to 5% or more amount to 25% of the fund’s total assets. A diversified fund therefore is not allowed to make additional purchases in securities that represent more than 5% of the fund’s total assets if the cumulative amount of these 5%+ holdings is greater than 25% of the fund’s total assets. The Fund is currently classified as diversified and therefore must operate in compliance with these diversification requirements and is limited in its ownership of securities of any single issuer.
At times, implementing the Fund’s desired investment program has been a challenge due to requirements to maintain the Fund’s diversified status. For example, due to the limitations imposed on a diversified fund’s investments in any one issuer, the Fund may be prevented from adding to its positions in certain stocks that the portfolio managers view favorably. As a non-diversified fund, the Fund could invest a greater portion of its assets in any one issuer and invest overall in a smaller number of issuers than a diversified fund. By changing the Fund to non-diversified status, the Fund’s portfolio managers could increase
the Fund’s investments in their highest conviction investment ideas as they would not be constrained by the 1940 Act diversification requirements. Invesco Capital Management LLC (“Invesco” or the “Adviser”), the Fund’s investment adviser, believes that reclassifying the Fund as non-diversified is in the best interests of the Fund and its shareholders because non-diversified status will provide the Fund’s investment team with increased investment flexibility and the Fund with potential for better investment performance.
How does the Board recommend that shareholders vote?
The Board recommends that shareholders vote “FOR” the Proposal.
What happens if shareholders do not approve the Proposal?
If shareholders do not approve the Proposal, the Fund will remain “diversified” and therefore remain subject to the diversification requirements set forth in the 1940 Act.
How can I find more information on the Proposal?
If you would like more information or have any questions regarding the Proposal, please contact us at the 24-hour Automated Investor Line at 1-800-246-5463 or visit our website at www.invesco.com/us.
VOTING PROCEDURES
Howdo I vote by proxy?
Whether you plan to attend the Meeting or not, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. Returning the proxy card will not affect your right to attend the Meeting or to vote at the Meeting if you choose to do so. If you properly complete and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individual(s) named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not specify how to vote your shares, your proxy will vote your shares “FOR” the Proposal, as recommended by the Board, and in accordance with the judgment of your proxy on other matters.
Proxies marked “ABSTAIN” will not be voted “FOR” the Proposal, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST” the Proposal. Your proxy will have the authority to vote and act on your behalf at any adjournment or postponement of the Meeting. Shareholders may also transact any other business not currently contemplated that may properly come before the Meeting in the discretion of the proxies or their substitutes.
What is the deadline to submit my proxy by mail, telephone or the internet?
If you choose to vote by proxy, we must receive your proxy in time to be voted at the Meeting or any adjournments or postponements thereof, which means the proxy must be received prior to the closing of the polls of the Meeting or any adjournment or postponements thereof. All proxies must be delivered to the Secretary of the Trust before being voted. To ensure we receive your proxy in time, we urge you to mail your proxy card or record your voting instructions by telephone or via the internet today.
How do I vote by telephone or the internet?
You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the proxy card accompanying your Proxy Statement.
May I revoke my vote?
If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is voted. You can do this in one of the following ways:
| • | You may send in a subsequent proxy with a later date. |
|---|---|
| • | You may deliver a written notice to the Trust stating that the proxy is revoked, or file a revocation via any<br>electronic, telephonic, computerized or other alternative means. |
| --- | --- |
| • | You may call the telephone number or visit the website that appears on your proxy card. |
| --- | --- |
| • | You may provide written notice of the death or incapacity of the maker of the proxy to the Trust.<br> |
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| • | You may vote at the Meeting by following the instructions herein and on your proxy card. |
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ADDITIONAL INFORMATION REGARDING VOTING AT THE MEETING
Will any other matters be voted on at the Meeting?
Management is not aware of any matters to be presented at the Meeting other than the Proposal discussed in this Proxy Statement. However, if any other matters properly come before the Meeting, proxies will be voted on such matters in accordance with the judgment of the persons designated therein as proxies consistent with their fiduciary duties as set forth in Statement on Adjournment of Investment Company Shareholder Meetings and Withdrawal of Proposed Rule 20a-4 and Amendment to Rule 20a-1, Investment Company Act Release No. 7659 (Feb. 6, 1973) (the “1973 Release”).
What is the quorum requirement?
A quorum of shareholders is necessary to hold a valid meeting. A quorum exists if shareholders entitled to vote one-third of the issued and outstanding shares of the Fund on the Record Date are present at the Meeting in person or by proxy. Abstentions and broker non-votes (if any) will count as shares present at the Meeting for purposes of establishing a quorum.
What is a “broker non-vote”?
Broker non-votes arise when shares are held by brokers or nominees, typically in “street name,” and (i) instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. Because the Proposal may be considered non-routine, it is expected that broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers, and therefore there are unlikely to be any broker non-votes at the Meeting.
Could there be an adjournment ofthe Meeting?
In the event that the necessary quorum is not present at the Meeting, the chair of the Meeting may adjourn the Meeting to a designated time and place to permit further solicitation of proxies, in accordance with applicable law and the Declaration of Trust and By-Laws of the Trust. Even if a quorum is present at the Meeting, the chair of the Meeting may adjourn the Meeting upon the affirmative vote of the holders of a majority of the shares of the Fund voting on the adjournment, present in person or by proxy at the Meeting or an adjournment thereof.
A meeting may be adjourned from time to time without further notice to shareholders. The persons named as proxies will vote in their discretion on questions of adjournment for those shares for which proxies have been received. With respect to adjournments, the persons named as proxies will adhere to the guidelines provided in the 1973 Release, and weigh carefully the decision whether to adjourn the Meeting for the purpose of soliciting shareholders to obtain additional proxies. In any such case, the persons named as proxies will consider whether an adjournment and additional solicitation is reasonable and in the interest of shareholders, or whether such procedures would constitute an abuse of office.
What is the vote necessary to approvethe Proposal?
Approval of the Proposal requires the lesser of (a) the affirmative vote of 67% or more of the voting securities present or represented by proxy, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (b) the affirmative vote of more than 50% of the outstanding voting securities of the Fund. Abstentions and broker non-votes (if any) are counted as votes present for purposes of achieving a quorum but are not considered votes cast at the Meeting. As a result, they have the same effect as a vote “AGAINST” the Proposal because approval of the Proposal requires the affirmative vote of a percentage of the Fund’s voting securities present or represented by proxy or a percentage of the outstanding voting securities.
How will proxies be solicited and who will pay?
The expenses of preparing, printing and mailing these proxy solicitation materials and all other costs in connection with the solicitation of proxies for the Proposal will be borne by the Fund. The Fund will also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of the shares of the Fund. In order to obtain the necessary quorum at the Meeting, additional solicitation may be made by mail, telephone, facsimile or personal interview by representatives of the Fund, the Adviser or its affiliates, by the transfer agent of the Fund and by dealers or their representatives. The Fund has also retained Sodali Fund Services (“SFS”) to assist in any
additional proxy solicitation. The estimated cost of solicitation by SFS and other proxy related costs is approximately $192,000. These costs are estimates only and are subject to change.
Under the agreement with SFS, SFS will be paid telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of verbal votes, inbound telephone contact, answering messages, and obtaining shareholders’ telephone numbers, and expenses incurred for immediate action letters and providing additional materials upon shareholder request. The agreement also provides that SFS shall be indemnified against certain liabilities and expenses, including liabilities that could arise under the federal securities laws.
How may a shareholder proposal be submitted?
As a general matter, the Fund does not hold regular meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515. Proposals must be received a reasonable time before the Fund begins to print and send its proxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. With respect to proposals submitted on an untimely basis and presented at a shareholder meeting, persons named as proxy agents will vote in their discretion. Additional requirements regarding shareholder proposals are included in the Trust’s Bylaws, which are available upon request.
FUND SERVICE PROVIDERS
InvestmentAdviser of the Fund
The investment adviser for the Fund is Invesco Capital Management LLC. The Adviser is an indirect, wholly-owned subsidiary of Invesco Ltd. The Adviser is located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515.
Sub-Advisers of the Fund
The Adviser has entered into a sub-advisory agreement with certain affiliates to serve as sub-advisers, pursuant to which these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. The affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940, as amended, are Invesco Advisers, Inc. (“IAI”), Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). Each Sub-Adviser is an indirect, wholly-owned subsidiary of Invesco Ltd. IAI currently provides portfolio management services to the Fund.
Each Sub-Adviser is located at the address listed below.
Invesco Advisers, Inc.
1331 Spring Street NW
Suite 2500
Atlanta, GA 30309
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 RG9 1HH
United Kingdom
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114
Invesco Hong Kong Limited
45F Jardine House
1 Connaught Place
Central, Hong Kong, P.R.C.
Invesco Senior Secured Management, Inc.
225 Liberty Street
New York, NY 10281
Invesco Canada Ltd.
16 York Street
Suite 1200
Toronto, Ontario
Canada M5J 0E6
Other ServiceProviders of the Fund
Administrative Services
The Fund has entered into a fund administration and accounting agreement with the Bank of New York Mellon (“BNYM”), located at 240 Greenwich Street, New York New York 10286, pursuant to which BNYM is obligated to provide, on a continuous basis, such administrative services as the Board reasonably deems necessary for the proper administration of the Trust and the Fund.
Principal Underwriter
The principal underwriter for the Fund is Invesco Distributors Inc., located at 11 Greenway Plaza, Houston, Texas 77046-1173.
Custodian and Transfer Agent
The custodian and transfer agent for the Fund is BNYM, located at 240 Greenwich Street, New York, New York 10286.
PROPOSAL
TO APPROVE CHANGING THE FUND’S SUB-CLASSIFICATION FROM “DIVERSIFIED” TO“NON-DIVERSIFIED” AND THE ELIMINATION OF THE RELATED FUNDAMENTAL INVESTMENT RESTRICTIONS.
The Fund is currently classified as “diversified” for purposes of Section 5(b)(1) of the 1940 Act. As a diversified fund, the Fund is limited as to the amount it may invest in any single issuer. Specifically, for 75% of its total assets, the Fund currently may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. In addition, for 75% of its total assets, the Fund may not hold more than 10% of the outstanding voting securities of any one issuer. The restrictions in Section 5(b)(1) do not apply to investments in U.S. government securities, securities of other investment companies (for example, other funds), cash and cash items (including receivables).
In addition, the Fund currently has fundamental investment restrictions on diversification (which may only be changed with shareholder approval), which state that the Fund may not “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),” and may not “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.”
If shareholders approve changing the Fund’s sub-classification from diversified to non-diversified, these corresponding fundamental investment restrictions will be eliminated.
At times, implementing the Fund’s desired investment program has been a challenge due to requirements to maintain the Fund’s diversified status. The 1940 Act diversification requirements have limited the ability of the Fund’s portfolio management team to take desired positions in securities in which they have high conviction, including certain components of the FTSE Nareit All Equity REITs Index (the “Index”). While the Fund is not an index fund, it does select securities from the Index’s universe and its performance is measured against the Index. In recent years, the real estate investment trust (“REIT”) market has evolved significantly, with larger securities representing a greater percentage of the Index. The portfolio management team believes that due to the diversification requirements of the 1940 Act, the Fund is unable to achieve its desired weightings in certain securities included in the Index that it believes may offer the greatest return potential. The Adviser also has found that many of the Fund’s peers are classified as non-diversified, which the Adviser believes is reflective of the concentrated nature of the Index. The Adviser believes that changing the Fund’s classification from diversified to non-diversified will allow the portfolio management team to take more meaningful positions in certain high-conviction names, including Index constituents, that the investment team believes to be most attractive and may provide better returns.
As a non-diversified fund, the Fund could invest a greater portion of its assets in any one issuer and invest overall in a smaller number of issuers than a diversified fund. By changing the Fund to non-diversified status, the Fund’s portfolio management team could increase the Fund’s investments in their highest conviction investment ideas as they would not be constrained by the 1940 Act diversification requirements.
However, shareholders should note that if the change in the Fund’s sub-classification to “non-diversified” is approved, the Fund’s risk profile may increase. This is because the investment return on a non-diversified fund typically is dependent to a greater extent upon the performance of the obligations or securities of a smaller number of issuers or any one issuer than a diversified fund. A non-diversified fund can invest a greater portion of its assets in a single issuer and may invest in a smaller number of issuers than a diversified fund. Consequently, a non-diversified fund is more susceptible to adverse developments affecting any single issuer held in its portfolio than a diversified fund, and may be more susceptible to greater losses because of such developments. Accordingly, if the Proposal is approved on behalf of the Fund, the Fund would be subject to greater risk than it currently is subject to as a diversified fund.
In addition, if the Proposal is approved by shareholders, the Fund will continue to be subject to federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, the Fund operates as a “regulated investment company.” As such, the Fund must meet certain diversification requirements, including the requirement that, in general, at least 50% of the market value of its total assets at the close of each quarter of its taxable year must be invested in cash, cash equivalents, U.S. government securities, securities of other regulated investment companies, and securities of issuers (including foreign governments) with respect to which the Fund has invested no more than 5% of its total assets in securities of any one issuer and owns no more than 10% of the outstanding voting securities of any issuer. The Fund also must invest no more than 25% of the value of its total assets in securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and is engaged in the same, similar or related trades or businesses or, collectively, in the securities of certain publicly traded partnerships. These limits apply only as of the close of each quarter of the Fund’s taxable year. These federal tax diversification requirements may change in the future without shareholder approval.
The Board considered the recommendation of the Adviser to change the Fund’s sub-classification under the 1940 Act to a non-diversified company and to eliminate the Fund’s related fundamental investment restrictions. The Board considered relevant factors, including the potential impact of the Proposal on the Fund and its risk profile, the Adviser’s recommendation and belief that the Proposal would benefit Fund shareholders, and the estimated costs associated with seeking shareholder approval of the Proposal. Following its consideration of these matters, the Board unanimously approved the proposed change in the Fund’s sub-classification to “non-diversified” and the elimination of the Fund’s related fundamental investment restrictions. It is anticipated that this Proposal, if approved, will be effective upon notification to shareholders of the changes through appropriate revisions to the Fund’s Prospectus and Statement of Additional Information.
If the Proposal is not approved by shareholders of the Fund, the Fund will continue to operate as a diversified fund, as defined under the 1940 Act, and the Fund’s current fundamental investment restrictions on diversification will remain in effect.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO CHANGE THE FUND’SSUB-CLASSIFICATION FROM DIVERSIFIED TO NON-DIVERSIFIED AND TO ELIMINATE THE RELATED FUNDAMENTAL INVESTMENT RESTRICTIONS
OTHER INFORMATION
Principal Shareholders of the Fund
The persons who, as of April 21, 2025, held of record 5% or more of the Fund’s shares are set forth in Annex B. To the knowledge of the Fund, no other persons own beneficially 5% or more of the Fund’s shares.
General
Management does not intend to present, and does not have reason to believe that others will present, any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.
Failure of a quorum to be present at the Meeting for the Fund may necessitate adjournment and may subject the Fund to additional expense.
If you cannot be present at the Meeting, you are requested to fill in, sign and return the enclosedproxy card, for which no postage is required if mailed in the United States, or record your voting instructions by telephone or via the internet promptly.
| <br><br><br><br> |
|---|
| Adam Henkel |
| Secretary |
May 8, 2025
ANNEX A
SHARES OUTSTANDING
The following table sets forth the number of shares of the Fund outstanding and entitled to vote at the Special Meeting of Shareholders to be held on July 10, 2025, at 12:00 p.m. Central Time.
| Fund | Shares Outstanding^(1)^ | ||
|---|---|---|---|
| Invesco Active U.S. Real Estate ETF | 650,000 | ||
| ^(1)^ | As of April 21, 2025. | ||
| --- | --- |
A-1
ANNEX B
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS*
Occasionally, the number of shares of the Fund held in “street name” accounts of various securities dealers for the benefit of their clients as well as the number of shares held by other shareholders of record may exceed 5% of the total shares outstanding of the Fund. As of April 21, 2025, to the best of the knowledge of the Fund, the following shareholders beneficially owned 5% or more of the outstanding voting shares of each Fund.
For purposes of the 1940 Act, any person who owns, directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the following table as the beneficial owner and holder of record of more than 25% of the outstanding voting securities of the Fund and has voting and/or investment power, the shareholder may be presumed to control the Fund.
| Fund | Name and Address of Holder | Amount ofSharesOwned | Percentage ofSharesOutstanding | |||
|---|---|---|---|---|---|---|
| Invesco Active U.S. Real Estate ETF | CHARLES SCHWAB & CO., INC.<br><br><br>2423 E LINCOLN DRIVE<br> <br>PHOENIX, AZ 85016-1215 | 227,312 | 34.97 | % | ||
| Invesco Active U.S. Real Estate ETF | NATIONAL FINANCIAL SERVICES<br> <br>200 LIBERTY<br>STREET<br> <br>NEW YORK, NY 10281 | 114,911 | 17.68 | % | ||
| Invesco Active U.S. Real Estate ETF | PERSHING/ BNY MELLON<br> <br>525 WILLIAM PENN<br>PLACE<br> <br>SUITE 153-0400<br><br><br>PITTSBURGH, PA 15259 | 62,533 | 9.62 | % | ||
| Invesco Active U.S. Real Estate ETF | MORGAN STANLEY SMITH BARNEY LLC<br> <br>1300 THAMES<br>ST<br> <br>6TH FLOOR<br> <br>BALTIMORE, MD 21231 | 43,141 | 6.64 | % | ||
| * | As of April 21, 2025, to the knowledge of the Fund’s management, the trustees and officers of the<br>Fund owned, as a group, less than 1% of the outstanding shares of the Fund. | |||||
| --- | --- |
B-1
PSR-PROXY-071025
PO Box 211230, Eagan, MN 55121-9984 VOTE ONLINE Read the proxy statement. Go to: www.proxyvotenow.com/reetf Follow the simple instructions VOTE BY PHONE Read the proxy statement and have the proxy card at hand. Dial toll-free (855) 402-0891 Follow the simple instructions. VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided INVESCO ACTIVE U.S. REAL ESTATE ETF (the “Fund”) A SERIES OF INVESCO ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST (the “Trust”) PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 10, 2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder of the Fund hereby appoints Brian Hartigan, Kelli Gallegos, Melanie Ringold, Lori Anello and Adam Henkel, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse of this proxy card, at the Special Meeting of Shareholders to be held at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515, on July 10, 2025 at 12:00 p.m. Central Time, and at any adjournment(s), postponement(s) or delay(s) thereof, all of the Shares of the Fund which the undersigned would be entitled to vote if personally present. Please refer to the Proxy Statement for a discussion of this matter, including instructions related to the meeting attendance. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS SIGNED AND RETURNED BUT NO CHOICE IS INDICATED, THE SHARES WILL BE VOTED “FOR” THE PROPOSAL, AS RECOMMENDED BY THE BOARD, AT THE DISCRETION OF THE PROXIES. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title. 100316– INV_REF_25
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on July 10, 2025. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/reetf YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The Board of Trustees of the Fund unanimously recommends that you cast your vote “FOR” the proposal. TO VOTE, MARK BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS: FOR AGAINST ABSTAIN 1. To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and the elimination of the related fundamental investment restrictions. Do you have questions? If you have any questions about how to vote your proxy card or about the Meeting in general, please call toll-free (833) 876-6800. Representatives are available to assist you Monday through Friday, from 10:00 a.m. to 11:00 p.m., Eastern Time. 100316– INV_REF_25