SEC Form PRE 14A filed by Invesco QQQ Trust, Series 1

Name, Year of Birth and Address of Independent Trustee Nominee

Position(s) Held with  Invesco ETF Trusts

Term of Office and Length of Time Served*

Principal Occupation(s) During at Least the Past 5 Years

Number of Portfolios in Fund Complex To Be Overseen  by Independent Trustee Nominee

Other Directorships Held by Independent  Trustee Nominee During  at Least the Past 5 Years

Corporation (information services provider); Senior Audit Manager (1994-1997), PricewaterhouseCoopers LLP.

Donald H. Wilson—1959 c/o Invesco Capital Management LLC 3500 Lacey Road, Suite 700, Downers Grove, IL 60515

Chair of the Board and Trustee

Chair Since 2012 (Trust I, Trust II, India Trust, Active Trust) Since 2014 (Commodity Trust) Since 2016 (Self-Index Trust) Trustee Since 2006 (Trust I) Since 2007 (Trust II) Since 2008 (India Trust, Active Trust) Since 2014 (Commodity Trust) Since 2016 (Self-Index Trust)

Formerly, Chair, President and Chief Executive Officer, McHenry Bancorp Inc. and McHenry Savings Bank (subsidiary) (2018-2024); Chair and Chief Executive Officer, Stone Pillar Advisors, Ltd. (2010-2017); President and Chief Executive Officer, Stone Pillar Investments, Ltd. (advisory services to the financial sector) (2016-2018); Chair, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank-Wheaton/Glen Ellyn (subsidiary) (2013-2015); Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).

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Director, Penfield Children’s Center (2004-Present); Board Chair, Gracebridge Alliance, Inc. (2015-Present).

*	This is the date the Independent Trustee began serving each of the Invesco ETF Trusts. Each Independent Trustee serves an indefinite term on the ETF Board, until his or her successor is elected and qualified.

6.

The Pro Forma expenses are meant to reflect the projected annual operating expenses of the Trust operating as an open-end fund under the Advisory Agreement. The Trust’s management fee will be a unitary fee. Out of the unitary management fee, the Adviser will pay for substantially all expenses of the Trust, as described above.

7.

Pursuant to the Advisory Agreement, compensation for Independent members of the Trust’s Board will be paid out of the Adviser’s fee.

8.

These expenses reflect the annual operating expenses of Invesco Nasdaq 100 ETF, which has a similar investment objective as the Trust. Expenses are based on the fund’s expenses in the most recent fiscal year ended August 31, [2024]. The fund’s management fee is a unitary fee, out of which the Adviser pays for substantially all expenses of the fund.

9.

These expenses reflect the annual operating expenses of the R6 share class of Invesco Nasdaq 100 Index Fund, which has a similar investment objective as the Trust. Invesco Nasdaq 100 Index Fund’s investment adviser is Invesco Advisers, Inc. (“IAI”), an affiliate of Invesco, and Invesco serves as the fund’s investment sub-adviser. Expenses are based on the fund’s expenses in the most recent fiscal year ended August 31, [2024].

10.

IAI has contractually agreed to waive management fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (Net of Waivers) of Class R6 shares to 0.29%, respectively, of the Fund’s average daily net assets (the “expense limits”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, [2025]. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits without approval of Invesco Nasdaq 100 Index Fund’s board of trustees.

11.

Should the Trust’s change in classification occur, the Sponsor, as investment adviser, would pay for all marketing expenses from its profits earned from the management fee. It is anticipated that the total amount of expense that Invesco would incur would be less under this arrangement (potentially significantly so) than the amount of Marketing Expenses the Trust reimbursed to the Sponsor during its last fiscal year.

Cumulative Expenses Paid for Period of:	1 Year	3 Years	5 Years	10 Years
Invesco QQQ TrustSM, Series 11	$20	$64	$113	$255
Pro Forma, Invesco QQQ TrustSM, Series 1	$18	$58	$101	$230
Invesco NASDAQ 100 ETF	$15	$48	$85	$192
Invesco NASDAQ 100 Index Fund2	$30	$135	$250	$585

1.

An investor would pay the following expenses on a $10,000 investment as a result of the operating expense ratio cap of 0.20% set forth in footnote (5) above for the year ended September 30, 2024 being applicable for the first period, and assuming for the remaining periods that estimated gross operating expenses thereafter remain at 0.20% of the NAV of the Trust and a 5% annual return on investment throughout the periods. Pursuant to the Exemptive Order, the Trust may reimburse the Sponsor for certain expenses relating to the printing and distribution of marketing materials describing the Trust’s Shares and the Trust, reimbursement to the Sponsor for annual licensing fees and federal and state annual registration fees for the issuance of the Trust’s Shares up to 0.20% (20 basis points) of the Trust’s total assets.

Other Differences Between the Governing Instruments and the Advisory Agreement

If Shareholders approve the Proposals, BNY will be replaced as Trustee of the Trust, but will provide administrative, accounting, custodial and transfer agency services to the Trust substantially similar to what it does for the Invesco ETF Trusts upon appointment under each of the Custody Agreement, the Fund Accounting and Administration Agreement, and Transfer Agency and Service Agreement to be entered into between the Board of Trustee and BNY. For its services, BNY will be entitled under the terms of the revised Governing Instruments to a fee of 0.035% per year for a least 7 years.  The Adviser will pay this amount out of its unitary management fee.  The Adviser also will assume the Nasdaq License Fee (which is currently borne by the Trust, directly) and Marketing Expenses (the latter of which, as described above, will likely be much less, on a percentage basis, than previous years). Invesco represents that the changes associated with converting to an open-end fund will not result in any decline in the level of services provided to the Trust as compared to the level of services that historically provided to the Trust as a UIT through a combination of BNY (as Trustee), Invesco (as Sponsor), and other services providers (such as legal and audit).

In accordance with the terms of the Governing Instruments and under the terms of the Agency Agreement, Invesco performs the following functions on behalf of the Trust and the Trustee: adjusting the composition of the portfolio; calculating and adjusting, if necessary, the weighting of each security in the portfolio; disposing of or exchanging securities after it has been determined that such securities will be removed from the Index; and directing securities transactions to brokers or dealers, which may include affiliates of the Trustee, but will not include affiliates of Invesco. The Trustee pays Invesco for these services from its own assets. Invesco intends to perform all of these same functions under the Advisory Agreement as part of its unitary fee at least as effectively as under the current Agency Agreement. For the year ended September 30, 2024, the Trust did not pay any affiliated brokerage commissions. However, as noted earlier in the proxy statement, it is anticipated that, as an open-end fund, it may pay brokerage commissions to affiliates of Invesco consistent with any regulatory limitations, including “best execution” considerations, similarly to existing funds in the Invesco ETF Trusts.

Additionally, the Governing Instruments provide a substantially similar level of indemnification of the Trustee and Sponsor as the Advisory Agreement would provide of the Adviser. Both the Advisory Agreement and Trust Agreement will be governed by the law of the State of New York. As permitted by the 1940 Act, the Advisory Agreement will have an initial two-year term and will continue in effect from year to year thereafter, provided that such continuance is specifically approved at least annually: (i) by a vote of a majority of the Independent Trustees of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Trust (such review being referred to herein as the “Section 15 Review”). As part of the annual Section 15 Review, the Board will request, and the Adviser will furnish, information to the Board to support the Board’s evaluation of whether to approve the renewal of the Advisory Agreement. The Governing Instruments of the Trust are not subject to such an annual review or renewal. The Governing Instruments were initially approved on March 4, 1999 and last amended on October 15, 2020. Both the Trust Indenture and Advisory Agreement allow for voluntary termination with 60 days’ notice to the other parties to each agreement.

Benefits of a Unitary Fee Structure

Invesco believes that its ability to serve as an investment adviser to the Trust is in the best interest of the Trust.  In support of that conclusion and recommending the proposal to shareholders, it notes the following:

Advisory Services.  Pursuant to the proposed Advisory Agreement, Invesco will provide or procure investment management services on behalf of the Trust. Invesco is one of the world’s leading independent global investment management firms and offers extensive, high-quality investment capabilities and client-focused shareholder services. Invesco has considerable financial strength and the resources necessary to fulfill its obligations to the Trust under the Advisory Agreement.

Invesco Capital Management LLC serves as the investment adviser to the Invesco ETF Trusts, a family of ETFs, with combined assets under management of $[__] billion as of [___], 2025. The name, address and principal occupation of the principal executive officers and directors of Invesco are set forth in in Proposal 2.

Required Vote

The Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Trust. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the affirmative vote of (i) 67% or more of the voting securities of the Trust entitled to vote thereon present at the Meeting or represented by proxy, provided that the holders of more than 50% of the outstanding voting securities of the Trust are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Trust entitled to vote thereon.

The approval of Proposal 3 is contingent on Shareholders approving the changes set forth in Proposal 1.

INVESCO BELIEVES THAT PROPOSAL 3 IS IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS AND THEREFORE RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

(1)  Tax fees for the fiscal year ended September 30, 2024 include [__]. Tax fees for the fiscal year ended September 30, 2023 include [__].

Because the Trust does not currently have a board of trustees, it does not have an audit committee nor audit committee pre-approval policies and procedures. However, if Shareholders approve Proposal 1 and shareholders approve for election the trustees to comprise a board of trustees for the Trust following the amendment of the Governing Instruments replacing the existing Trustee (a bank) with a slate of individuals, it is anticipated that the board of trustees will adopt the same structure, including with respect to board committees and related policies and procedures of such committees, as the ETF Board. Accordingly, the ETF Board Audit Committee’s pre-approval policies and procedures are included herein as Appendix H.

INFORMATION INCORPORATED BY REFERENCE

The Trust’s existing Governance Instruments are incorporated by reference to this proxy statement.  Beneficial holders may request copies of these documents, without charge, by calling [            ] or writing [    ], and copies will be sent by first class mail or other equally prompt means within one business day of receipt of such request.

FORM OF AMENDED AND RESTATED TRUST INDENTURE AND STANDARD TERMS AND CONDITIONS OF TRUST

A.

The number of Shares of the Trust shall be unlimited.

B.

The Shares of the Trust, when issued in accordance with this Amended and Restated Indenture, shall be fully paid and non-assessable.

C.

The number of Shares of the Trust which, when aggregated, constitute one Creation Unit is 50,000.

D.

The Initial Date of Deposit of this Series of the Trust is March 4, 1999.

F.

This Amended and Restated Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

G.

Each Share of each Series is entitled to all the rights and preferences accorded to Shares under the Amended and Restated Indenture and Agreement.

H.

Each Share of a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Amended and Restated Agreement.

I.

With respect to each Series, (a) the purchase price of the Shares, (b) fees and expenses, (c) qualifications for ownership, if any, (d) the method of determination of the net asset value of the Shares, (e) minimum purchase amounts, if any, (f) minimum account size, if any, (g) the price, terms and manner of redemption of the Shares, (h) any conversion or exchange feature or privilege, (i) the relative dividend rights, and (j) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Successor Trustees (as defined in Section 3) in accordance with the Amended and Restated Agreement and are set forth in the Trust’s then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Series, as the same may be amended and supplemented from time to time, with respect to such Series.

J.

Subject to the limitations imposed by Sections 9.5(a) and 12.1 of the Amended and Restated Agreement, the Successor Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series, or redesignate any of the Series, without any action or consent of the shareholders.

K.

The designation of any Series hereby shall not impair the power of the Successor Trustees from time to time to designate additional Series of Shares of the Trust.

Ronn R. Bagge	Marc M. Kole	Gary R. Wicker
Todd J. Barre	Yung Bong Lim	Donald H. Wilson
Victoria J. Herget	Joanne Pace	Brian Hartigan

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ARTICLE I NAME AND DEFINITIONS
Section 1.1.	Name
Section 1.2.	Definitions
ARTICLE II NATURE AND PURPOSE OF TRUST
ARTICLE III REGISTERED AGENT AND REGISTERED OFFICE
ARTICLE IV BENEFICIAL INTERESTS; SHAREHOLDERS
Section 4.1.	Shares of Beneficial Interest
Section 4.2.	Issuance of Shares
Section 4.3.	Rights of Shareholders
Section 4.4.	Ownership and Transfer of Shares; Small Accounts
Section 4.5.	Voting by Shareholders
Section 4.6.	Meetings
Section 4.7.	Quorum and Action
Section 4.8.	Action by Written Consent in Lieu of Meeting of Shareholders
Section 4.9.	Series and Classes of Shares
Section 4.10.	Disclosure of Shareholder Holdings
Section 4.11.	Access to Trust Records
Section 4.12.	Communications with Shareholders
ARTICLE V THE TRUSTEES
Section 5.1.	Management of the Trust
Section 5.2.	Qualification and Number
Section 5.3.	Term and Election
Section 5.4.	Resignation, Retirement and Removal
Section 5.5.	Vacancies
ARTICLE VI POWERS OF TRUSTEES
Section 6.1.	General Powers
Section 6.2.	Certain Specific Powers
Section 6.3.	Issuance and Repurchase of Shares

Section 6.4.	Delegation; Committees
Section 6.5.	Collection and Payment
Section 6.6.	Expenses
Section 6.7.	Manner of Acting
Section 6.8.	Bylaws
Section 6.9.	Principal Transactions
Section 6.10.	Effect of Trustees’ Determination
ARTICLE VII SERVICE PROVIDERS
Section 7.1.	Investment Adviser and Administrator
Section 7.2.	Underwriter; Transfer Agent; Shareholder Servicing Agent; Custodian
Section 7.3.	Parties to Contract
Section 7.4.	Further Authority of Trustees
ARTICLE VIII DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE
Section 8.1.	Distributions
Section 8.2.	Redemption of Shares
Section 8.3.	Redemption Price
Section 8.4.	Payment
Section 8.5.	Redemption of Shareholder’s Interest By Action of Trust
Section 8.6.	Suspension of Right of Redemption
Section 8.7.	Determination of Net Asset Value; Valuation of Portfolio Assets
Section 8.8.	Reserves
Section 8.9.	Determination by Trustees
ARTICLE IX PORTFOLIO ADMINISTRATION
Section 9.1	Definitions
Section 9.2	Deposit of Securities
Section 9.3	Portfolio and Portfolio Deposit Adjustments
Section 9.4	Index Substitutions
Section 9.5	Amendments of Article IX
ARTICLE X LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 10.1.	No Personal Liability of and Indemnification of Shareholders
Section 10.2.	Limitation of Liability of Trustees and Others
Section 10.3.	Experts; No Bond or Surety
Section 10.4.	Liability of Third Persons Dealing with the Trust or Trustees
Section 10.5.	Indemnification and Advancement of Expenses
Section 10.6.	Further Indemnification
Section 10.7.	Amendments and Modifications
Section 10.8.	Derivative Actions
ARTICLE XI TERMINATION; MERGERS AND SALE OF ASSETS
Section 11.1.	Termination of Trust or Series
Section 11.2.	Sale of Assets; Reorganization
Section 11.3.	Combination of Classes
Section 11.4.	Mergers or Consolidations

ARTICLE XII AMENDMENTS; FILINGS; MISCELLANEOUS
Section 12.1.	Amendments to Agreement and Indenture
Section 12.2.	Filing of Certificate; Copies of Agreement; Counterparts; Headings
Section 12.3.	Trustees May Resolve Ambiguities
Section 12.4.	Applicable Law
Section 12.5.	Trust Only
Section 12.6.	Provisions in Conflict with Law or Regulations
Section 12.7.	Writings

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Ronn R. Bagge		Marc M. Kole		Gary R. Wicker
Todd J. Barre		Yung Bong Lim		Donald H. Wilson
Victoria J. Herget		Joanne Pace		Brian Hartigan

INFORMATION ON NUMBER OF BOARD AND COMMITTEE MEETINGS

During the most recent full fiscal year for each Invesco ETF Trust listed in the table below, the ETF Board and each Committee of the Invesco ETF Trusts met the following number of times:

INVESCO ETF TRUSTS

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I.  PURPOSE

The Nominating and Governance Committee is a committee of the Board of Trustees of the Fund. Its primary function is to identify and recommend individuals for membership on the Board and oversee the administration of the Board’s Governance Guidelines and Procedures.

II.  COMPOSITION

The Nominating and Governance Committee shall be composed of three or more board members¹ as determined by the Board, each of whom shall be an independent board member, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Nominating and Governance Committee. For purposes of the Nominating and Governance Committee, a board member is independent if he or she is not an “interested person” of the Fund as that term is defined in the Investment Company Act of 1940, as amended.

The members and Chair of the Nominating and Governance Committee shall be elected by the Board annually and serve until their successors shall be duly elected and qualified.

III.  MEETINGS

The Nominating and Governance Committee shall meet annually, or more frequently as circumstances dictate. Special meetings may be called by the Chair or a majority of the members of the Nominating and Governance Committee upon reasonable notice to the other members of the Nominating and Governance Committee. Regular and special meetings of the Nominating and Governance Committee may be held in person at any location or remotely by means of conference telephone circuit, video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other simultaneously.

IV.  RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Nominating and Governance Committee shall:

(a)  The Board collectively should represent a broad cross section of backgrounds, functional disciplines and experience.

(b)  Candidates should exhibit stature commensurate with the responsibility of representing shareholders.

(c)  Candidates shall affirm their availability and willingness to strive for high attendance levels at regular and special meetings, and participate in committee activities as needed.

(d)  Candidates should represent the best choices available based upon thorough identification, investigation and recruitment of candidates.

¹ All references to “directors” or “board members” shall be deemed to mean “trustees.”

C.	Other Powers and Responsibilities

1.

Review this Charter annually and recommend changes, if any, to the Board.

Adopted:	December 16, 2005 (Invesco Exchange-Traded Fund Trust)
	April 20, 2007 (Invesco Exchange-Traded Fund Trust II)
	February 22, 2008 (Invesco India Exchange-Traded Fund Trust)
	March 20, 2008 (Invesco Actively Managed Exchange-Traded Fund Trust)
	September 25, 2014 (Invesco Actively Managed Exchange-Traded Commodity Fund Trust)
	December 14, 2016 (Invesco Exchange-Traded Self-Indexed Fund Trust)

DOLLAR AMOUNT OF SHARES OWNED BY TRUSTEE NOMINEES

The following tables show, as of [  ], 2025, the dollar range of equity securities beneficially owned by each Trustee Nominee in the Trust, as well as on an aggregate basis in all funds in the Fund Complex. The “Fund Complex” represents the Invesco ETF Trusts and includes all open and closed-end management investment companies (including all of their portfolios) advised by Invesco and any affiliated person of Invesco that are overseen by the ETF Board.

OWNERSHIP OF SHARES

Occasionally, the number of shares of the Trust 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 Trust.  As of [___], 2025, to the best of the Trust’s knowledge, the following Shareholders owned 5% or more of the outstanding shares of the Trust:

TRUSTEE COMPENSATION

The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Trustee Nominee by each Invesco ETF Trust during its most recently completed fiscal year. No pension or retirement benefits have been accrued as a part of an Invesco ETF Trust’s expenses. Additionally, Mr. Hartigan, as an Interested Trustee, does not receive any compensation from any of the Invesco ETF Trusts.

Because the Trust currently operates as a UIT, it does not have a board of trustees; accordingly, the Trust did not pay any amount of the compensation shown below.

Aggregate Compensation from the Trusts with Respect to Funds with Fiscal Years Ended August 31, 2024

Aggregate Compensation from the Trusts with Respect to Funds with Fiscal Years Ended October 31, 2024

Aggregate Compensation from the Trusts with Respect to Funds with Fiscal Years Ended April 30, 2025

Form of Advisory Agreement

(b) Invesco Capital Management agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Fund, Invesco Capital Management may, in its discretion, use brokers who provide Invesco Capital Management with research, analysis, advice and similar services, and Invesco Capital Management may cause a Fund to pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Invesco Capital Management’s determining in good faith that such commission is reasonable in relation to the research and

5. Services Not Exclusive. The services furnished by Invesco Capital Management hereunder are not to be deemed exclusive and Invesco Capital Management shall be free to furnish similar services to others so long as its

(a) Invesco Capital Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund, the Trust or any of its shareholders, in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

13. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the

SCHEDULE A

(as of [____])

As consideration for Invesco Capital Management’s services to the Fund listed below, Invesco Capital Management shall receive from the Fund a unitary fee, accrued daily at the rate of 1/365th of the applicable fee rate and payable monthly on the first business day of each month, of the following annual percentages of the Fund’s average daily net assets during the month.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated as of the day and year first above written.

ETF Board Audit Committee’s pre-approval policies and procedures

Pre-Approval of Audit and Non-Audit Services Policies and Procedures  

As Adopted by the Audit Committee of the Invesco ETFs 

Statement of Principles 

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committee of the Funds’ (the “Audit Committee”) Board of Trustees (the “Board”) is responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committee pre-approves the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations. 

Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”) or require the specific pre-approval of the Audit Committee (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committee before payment is made. The Audit Committee will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services. 

The Audit Committee will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee. The term of any general pre-approval runs from the date of such pre-approval through June 30th of the following year, unless the Audit Committee considers a

Comparison of Select Provisions of the Existing Governing Instruments to Select Provisions of the Proposed Amended Governing Instruments

	Text of Current Governing Instruments	Text of Proposed Amended Governing Instruments
Powers of Trustee	Section 8.01 GENERAL DEFINITION OF TRUSTEE'S RIGHTS, DUTIES AND RESPONSIBILITIES. In addition to and notwithstanding the other duties, rights, privileges, and liabilities of the Trustee as otherwise set forth in this Agreement, the duties, rights, privileges, and liabilities of the Trustee are further defined as follows: (a) All monies deposited with or received by the Trustee hereunder shall be held by it, without interest other than as provided in Section 3.04, as a deposit for the account of the Trust in accordance with the provisions of Section 2.05, until required to be disbursed in accordance with the provisions of this Agreement. Such monies shall be deemed segregated by maintaining such monies in an account for the exclusive benefit of the Trust in accordance with the provisions of Section 2.05. (b) The Trustee shall not be under any liability for any action taken in good faith reliance on any appraisal, paper, certification, order, list, demand, request, consent, affidavit, notice, opinion, direction, valuation, endorsement, assignment, resolution, draft, or other documents prima facie in proper form and properly executed; provided, however that where a list of authorized officials and their signatures are on file with the Trustee, the Trustee shall be required to compare such manual signatures to the signature on any such documents. (Such requirement shall not apply to "personal identification numbers" or "PINS" or other forms of electronic security devices which function as a proxy for a manual signature.) (c) The Trustee shall not be under any liability for the disposition of monies, or of any of the Securities, or in respect of any evaluation which it. is required to make under this Agreement or otherwise, except	Section 6.1. General Powers.  The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust but with full powers of delegation, except as may otherwise be expressly prohibited by this Agreement.  The Trustees shall have the power to direct the business and affairs of the Trust and carry on the Trust’s operations and maintain offices both within and outside the State of New York, and to do or authorize all such other things and execute or authorize the execution of all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust.  With respect to any power or authority of the Trustees hereunder, whether stated or implied, the Trustees shall have all further powers and authority as may be necessary, incidental, relative, conductive, appropriate or desirable for the accomplishment, carrying out or attainment of any action authorized by the Trustees.  In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Trustees.  Without limiting the foregoing, the Trustees shall have power and authority to operate and carry on the business of an investment company and the Trustees shall exercise all the powers as are necessary, convenient, appropriate, incidental or customary in connection therewith and may exercise all powers which are ordinarily exercised by the trustees of a trust.  The enumeration of any specific power herein shall not be construed as limiting the aforesaid general powers.  Such powers of the Trustees may be exercised without order of or resort to any court.  Whenever in this Agreement the Trustees are given authority to act on behalf of the Trust or to direct, authorize or cause the Trust to take any action, such power and authority shall apply, mutatis mutandis, to any action of the Trust on behalf of any Series or Class, whether or not specific reference is made to Series or Classes.

	Text of Current Governing Instruments	Text of Proposed Amended Governing Instruments
		(c)         Unless specifically stated otherwise in this Agreement, the foregoing enumeration of the powers and authority of the Trustees shall be read as broadly and liberally as possible, it being the intent of the foregoing in no way to limit the Trustees’ powers and authority. Section 6.3.   Issuance and Repurchase of Shares.  The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares. Section 6.4.   Delegation; Committees.  The Trustees shall have power to delegate from time to time to one or more of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, except to the extent such delegation is prohibited by applicable law.  Without limiting the foregoing, and notwithstanding any provisions herein to the contrary, the Trustees may by resolution appoint committees consisting of one or more, but less than the whole number of, Trustees then in office and such other members as the Trustees shall approve, which committees may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committees were the acts of all the Trustees then in office. Section 6.5.   Collection and Payment.  The Trustees shall have the power to authorize the Trust or its agents to:  collect all money or other property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, arbitrate, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any money or other property is owed to the Trust; and to enter into releases, agreements and other instruments;