485BPOS 1 d773531d485bpos.htm 485BPOS 485BPOS

As filed with the Securities and Exchange Commission on July 12, 2019

File No. 333-229253

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-14

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

   Pre-Effective Amendment No.       
   Post-Effective Amendment No. 2  

(Check appropriate box or boxes)

 

 

Invesco Exchange-Traded Self-Indexed Fund Trust

(Exact Name of Registrant as Specified in Charter)

 

 

3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

(800) 983-0903

(Registrant’s Area Code and Telephone Number)

Anna Paglia, Esquire

3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515

(Name and address of Agent for Service)

 

 

Copy to:

 

Alan P. Goldberg

Stradley Ronon Stevens & Young LLP

191 North Wacker Drive, Suite 1601

Chicago, Illinois 60606

 

Eric S. Purple

Stradley Ronon Stevens & Young LLP

1250 Connecticut Ave, NW, Suite 500

Washington, DC 20036

 

 

Approximate Date of Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of securities being registered:

Shares of beneficial interest, without par value, of the Invesco ESG Revenue ETF, Invesco Russell 1000® Dynamic Multifactor ETF and Invesco Russell 2000® Dynamic Multifactor ETF, each a series of the Registrant.

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

Part A and Part B of this Amendment are incorporated by reference to the definitive materials electronically filed pursuant to Rule 497(b) under the Securities Act of 1933, as amended, on February 14, 2019 (Accession no. 0001193125-19-039959).

 

 

 


PART C. OTHER INFORMATION

 

Item 15.

Indemnification.

The Registrant (also, the “Trust”) is organized as a Delaware statutory trust and is operated pursuant to an Agreement and Declaration of Trust, dated October 30, 2015 (the “Declaration of Trust”).

Reference is made to Article IX of the Registrant’s Declaration of Trust.

Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust or the applicable Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust or the applicable Series prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.

To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

Further Indemnification. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a merger or consolidation pursuant to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article IX.

Amendments and Modifications. Without limiting the provisions of Section 11.1(b) hereof, in no event will any amendment, modification or change to the provisions of this Declaration or the Bylaws adversely affect in any manner the rights of any Covered Person to (a) indemnification under Section 9.5 hereof in connection with any

 

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proceeding in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Trustee, officer or employee of the Trust or (b) any insurance payments under policies maintained by the Trust, in either case with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time such amendment, modification or change to this Declaration or the Bylaws.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “1933 Act”) the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.”

 

Item 16.

Exhibits.

 

Exhibit

Number

  Description

(1)(a)

  Agreement and Declaration of Trust of the Registrant, dated October 30, 2015, is incorporated herein by reference to Exhibit (a)(1) with the Registrant’s initial Registration Statement on Form N-1A (File No. 333-221046), as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001193125-17-315471 on October 20, 2017.

(1)(b)

  Amendment No. 1 to the Agreement and Declaration of Trust of the Registrant, dated April 19, 2018, is incorporated herein by reference to Exhibit (a)(1)(B) of Post-Effective Amendment No. 30 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-359762 on December 27, 2018.

(1)(c)

  Certificate of Trust of the Registrant, dated October 29, 2015, in incorporated herein by reference to Exhibit (a)(2) of the Registrant’s initial Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-17-315471 on October 20, 2017.

(1)(d)

  Certificate of Amendment to Certificate of Trust of the Registrant, dated April 19, 2018, is incorporated herein by reference to Exhibit (a)(2)(B) of Post-Effective Amendment No. 30 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-359762 on December 27, 2018.

(2)

  Amended and Restated By-laws of the Registrant, dated December 14, 2016 and Amended on March 7, 2017, is incorporated by reference to Exhibit (b) of the Registrant’s initial Registration Statement on Form N-1A (File No. 333-221046), as filed with SEC via EDGAR Accession No. 0001193125-17-315471 on October 20, 2017.

(3)

  Not applicable.

(4)

  Agreement and Plan of Reorganization by and among the Registrant, on behalf of certain funds, dated May 22, 2019 is filed herewith.

(5)

  Not applicable.

(6)(a)

  Investment Advisory Agreement dated December 19, 2017, between the Registrant and Invesco Capital Management LLC, for unitary fee funds, is incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-166438 on May 17, 2018.

(6)(b)

  Schedule A (as of April 30, 2019) to Investment Advisory Agreement between the Registrant and Invesco Capital Management LLC, for unitary fee funds is incorporated by reference to Exhibit (d)(1)(b) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

 

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(6)(c)

  Investment Advisory Agreement dated December 19, 2017, between the Registrant and Invesco Capital Management LLC, for non-unitary fee funds, is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-166438 on May 17, 2018.

(6)(d)

  Schedule A (as of April 30, 2019) to Investment Advisory Agreement between the Registrant and Invesco Capital Management LLC, for non-unitary fee funds is incorporated by reference to Exhibit (d)(2)(b) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(6)(e)

  Management Fee Waiver Agreement dated December 19, 2017 is incorporated by reference to Exhibit (d)(6) of Post-Effective Amendment No. 382 to Invesco Actively Managed Exchange-Traded Fund Trust’s Registration Statement on Form N-1A (File No. 333-147622), as filed with the SEC via EDGAR Accession No. 0001193125-18-359665 on December 27, 2018.

(6)(f)

  Schedule A (as of December 12, 2018) to Management Fee Waiver Agreement between the Registrant and Invesco Capital Management LLC is incorporated by reference to Exhibit (d)(3)(b) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(6)(g)

  Amended and Restated Excess Expense Agreement, dated June 16, 2011, as amended June 4, 2018, between the Registrant and Invesco Capital Management LLC is incorporated by reference to Exhibit (d)(3)(A) of Post-Effective Amendment No. 382 to Invesco Actively Managed Exchange-Traded Fund Trust’s Registration Statement on Form N-1A (File No. 333-147622), as filed with the SEC via EDGAR Accession No. 0001193125-18-359665 on December 27, 2018.

(6)(h)

  Schedule A (as of April 11, 2019) to Amended and Restated Excess Expense Agreement between the Registrant and Invesco Capital Management LLC is incorporated by reference to Exhibit (d)(5)(b) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(6)(i)

  Management Services Agreement between the Registrant and Invesco Capital Management LLC, dated December 19, 2017 is incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-166438 on May 17, 2018.

(6)(j)

  Memorandum of Agreement between Invesco Capital Management LLC and Registrant dated April 11, 2019 is incorporated by reference to Exhibit (d)(6)(a) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(6)(k)

  Memorandum of Agreement Exhibit A for Schedule of Funds (as of April 11, 2019) is incorporated by reference to Exhibit (d)(6)(b) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(7)(a)

  Master Distribution Agreement between the Registrant and Invesco Distributors, Inc. is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-166438 on May 17, 2018.

(7)(b)

  Schedule A (as of April 30, 2019) for Master Distribution Agreement between the Registrant and Invesco Distributors, Inc. is incorporated by reference to Exhibit (e)(1)(b) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

 

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(8)

  Not applicable.

(9)(a)

  Custody Agreement between Registrant and The Bank of New York Mellon, dated September 17, 2018, is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-331570 on November 21, 2018.

(9)(b)

  Schedule I, dated December 13, 2018, to the Custody Agreement between Registrant and The Bank of New York Mellon, dated September 17, 2018 is incorporated by reference to Exhibit (g)(1)(b) of Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-19-016158 on January 25, 2019.

(10)

  Not applicable.

(11)

  Opinion of counsel regarding the legality of shares being issued is incorporated by reference to Exhibit 11 of the Registrant’s Registration Statement on Form N-14 (File No. 333-229253), as filed with the SEC via EDGAR Accession No. 0001193125-19-009050 on January 14, 2019.

(12)

  Opinion and Consent of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and consequences to shareholders is filed herewith.

(13)(a)

  Fund Administration and Accounting Agreement (as of September 17, 2018) between Registrant and The Bank of New York Mellon, is incorporated by reference to Exhibit (h)(1)(a) of Post-Effective Amendment No. 272 to Invesco Exchange-Traded Fund Trust’s Registration Statement on Form N-1A (File No. 333-102228) as filed with the SEC via EDGAR Accession No. 0001193125-18-306460 on October 24, 2018.

(13)(b)

  Amendment to Exhibit A (as of December 13, 2018) for Fund Administration and Accounting Agreement between Registrant and The Bank of New York Mellon is incorporated by reference to Exhibit (h)(1)(b) of Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-19-016158 on January 25, 2019.

(13)(c)

  Amended and Restated Transfer Agency and Service Agreement between the Registrant and The Bank of New York Mellon, dated June 17, 2013, is incorporated by reference to Exhibit (h)(2) of Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-103443 on March 30, 2018.

(13)(d)

  Exhibit D (as of December 13, 2018) to the Amended and Restated Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon is incorporated by reference to Exhibit (h)(2)(b) of Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-19-016158 on January 25, 2019.

(13)(e)

  Form of Participant Agreement between Invesco Distributors, Inc., The Bank of New York Mellon and the Participant is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-213111 on July 5, 2018.

(13)(f)

  Form of Sublicense Agreement between the Registrant and Invesco Capital Management LLC is incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-166438 on May 17, 2018.

(14)

  Consent of Cohen & Company, Ltd., an Independent Registered Public Accounting Firm, is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(15)

  Not applicable.

(16)(a)

  Powers of Attorney for Messrs. Bagge, Barre, Carome, Kole, Lim, Wicker and Wilson, dated January 11, 2019, are incorporated by reference to Exhibit 16 of the Registrant’s Registration Statement on Form N-14 (File No. 333-229253), as filed with the SEC via EDGAR Accession No. 0001193125-19-009050 on January 14, 2019.

 

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(16)(b)

  Powers of Attorney for Mses. Herget and Pace and Mr. Giambastiani, dated June 1, 2019, are filed herewith.

(17)(a)

  Code of Ethics of the Invesco Family of ETFs, dated April 18, 2008, as last amended July 25, 2018, is incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221046), as filed with the SEC via EDGAR Accession No. 0001193125-18-284116 on September 26, 2018.

(17)(b)

  Code of Ethics of Invesco Capital Management LLC dated March 7, 2017, as amended January 1, 2019, is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

(17)(c)

  Code of Ethics of Invesco Advisers, Inc. and Invesco Distributors, Inc. dated January 1, 2019, is incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A (File No. 333-221056), as filed with the SEC via EDGAR Accession No. 0001193125-19-149538 on May 16, 2019.

 

Item 17.

Undertakings.

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Downers Grove and State of Illinois on the 12th day of July, 2019.

 

Invesco Exchange-Traded Self-Indexed Fund Trust
By:  

/s/ Daniel E. Draper

  Daniel E. Draper
Title:   President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

SIGNATURE

  

TITLE

 

DATE

/s/ Daniel E. Draper

Daniel E. Draper

   President   July 12, 2019

/s/ Kelli Gallegos

Kelli Gallegos

   Treasurer   July 12, 2019

/s/ Anna Paglia

Anna Paglia

   Secretary   July 12, 2019

*/s/ Ronn R. Bagge

Ronn R. Bagge

   Vice Chairman and Trustee   July 12, 2019

*/s/ Todd J. Barre

Todd J. Barre

   Trustee   July 12, 2019

*/s/ Kevin M. Carome

Kevin M. Carome

   Trustee   July 12, 2019

**/s/ Edmund P. Giambastiani, Jr.

   Trustee   July 12, 2019
Edmund P. Giambastiani, Jr.

**/s/ Victoria J. Herget

   Trustee   July 12, 2019
Victoria J. Herget

*/s/ Marc M. Kole

Marc M. Kole

   Trustee   July 12, 2019

*/s/ Yung Bong Lim

Yung Bong Lim

   Trustee   July 12, 2019

**/s/ Joanne Pace

   Trustee   July 12, 2019
Joanne Pace


*/s/ Gary R. Wicker

Gary R. Wicker

   Trustee   July 12, 2019

*/s/ Donald H. Wilson

Donald H. Wilson

   Chairman and Trustee   July 12, 2019

*By: /s/ Anna Paglia

Anna Paglia

     July 12, 2019
Attorney-In-Fact     

 

*

Anna Paglia signs pursuant to powers of attorney dated January 11, 2019, incorporated by reference to Exhibit 16 of the Registrant’s Registration Statement on Form N-14, as filed with the SEC via EDGAR Accession No. 0001193125-19-009050 on January 14, 2019.

**

Anna Paglia signs pursuant to powers of attorney filed herewith.


EXHIBIT INDEX

 

Exhibit

Number

 

Description

(4)   Agreement and Plan of Reorganization by and among the Registrant, on behalf of certain funds, dated May 22, 2019.
(12)   Opinion of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and consequences to shareholders.
(16)(b)   Powers of Attorney for Mses. Herget and Pace and Mr. Giambastiani, dated June, 1 2019.