Invesco files Preliminary Proxy Statement to Reclassify Invesco QQQ Trust℠ , Series 1

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Invesco Capital Management (NYSE: IVZ) has filed a preliminary proxy statement with the SEC to reclassify the Invesco QQQ Trust from a "unit investment trust" to a "management company" with an "open-end company" subclassification under the Investment Company Act of 1940.

The proposed changes include replacing The Bank of New York Mellon as Trustee with a board of individual trustees, while BNY will continue serving as custodian, administrator, and transfer agent. Additionally, ICM will be appointed as investment adviser to QQQ with a unitary fee of 18 basis points, representing a 2 basis point reduction from the current 20 basis point expense ratio.

Positive

• None.

Negative

• Requires shareholder approval through proxy vote
• Potential operational transition risks during restructuring

ATLANTA, July 18, 2025 /PRNewswire/ -- Invesco Capital Management LLC (ICM), an indirect wholly owned subsidiary of Invesco LTD (IVZ), has filed a preliminary proxy statement with the Securities and Exchange Commission (SEC) seeking the consent of the beneficial owners of Invesco QQQ Trust^SM, Series 1 (QQQ) to take certain actions to operate QQQ in a manner that would result in a reclassification of QQQ under the Investment Company Act of 1940, as amended, from that of a "unit investment trust" to that of a "management company," with a subclassification as an "open-end company," all as defined in the 1940 Act. 

If the proposals are approved, it is contemplated that the following will occur shortly thereafter: (i) The Bank of New York Mellon (BNY), QQQ's current Trustee will be replaced with a board of individual trustees (with BNY instead serving as QQQ's custodian, administrator and accounting agent, and transfer agent); (ii) ICM will be appointed as investment adviser to QQQ pursuant to an investment advisory agreement. The proposed investment advisory agreement contemplates a unitary fee of 18 basis points, reflecting an anticipated pro-forma reduction of 2 basis points to QQQ's current expense ratio of 20 basis points. 

The preliminary proxy statement and letter to shareholders is available on the SEC's website here: https://www.sec.gov/Archives/edgar/data/1067839/000206159025000113/preliminaryproxy.htm

About Invesco Ltd.
Invesco Ltd. (Ticker NYSE: IVZ) is a global independent investment management firm dedicated to delivering an investment experience that helps people get more out of life. Our distinctive investment teams deliver a comprehensive range of active, passive and alternative investment capabilities. With offices in more than 20 countries, Invesco managed US$1.8 trillion in assets on behalf of clients worldwide as of March 31, 2025. For more information, visit www.invesco.com/corporate. 

07/25 

Contact: Stephanie Diiorio, stephanie.diiorio@invesco.com, 212.278.9037

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SOURCE Invesco Ltd.

FAQ

What changes is Invesco (IVZ) proposing for the QQQ Trust?

Invesco is proposing to reclassify QQQ from a unit investment trust to a management company with open-end company subclassification, replace BNY as Trustee with a board of trustees, and appoint ICM as investment adviser.

How will the proposed changes affect QQQ's expense ratio?

The expense ratio will decrease by 2 basis points, from the current 20 basis points to a proposed 18 basis points under the new unitary fee structure.

What role will The Bank of New York Mellon have after the proposed QQQ restructuring?

BNY will continue serving as QQQ's custodian, administrator, accounting agent, and transfer agent, but will no longer act as Trustee.

What approvals are needed for Invesco's QQQ restructuring plan?

The restructuring requires approval from QQQ's beneficial owners through a proxy vote, as detailed in the preliminary proxy statement filed with the SEC.

How large is Invesco's assets under management as of 2025?

Invesco managed US$1.8 trillion in assets on behalf of clients worldwide as of March 31, 2025.