What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-28 · 55 added, 55 removed, 141 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management of the Sponsor, including Daniel Draper, its Principal Executive Officer, and Kelli Gallegos, its Principal Financial and Accounting Officer, Investment Pools, the Trust carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2019, the end of the period covered by this Annual Report, and, based upon that evaluation, Daniel Draper, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, of the Sponsor concluded that the Trust’s disclosure controls and procedures were effective to provide reasonable assurance that information the Trust is required to disclose in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the management of the Sponsor, including Anna Paglia, its Principal Executive Officer, and Kelli Gallegos, its Principal Financial and Accounting Officer, Investment Pools, the Trust carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2020, the end of the period covered by this Annual Report, and, based upon that evaluation, Anna Paglia, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, of the Sponsor concluded that the Trust’s disclosure controls and procedures were effective to provide reasonable assurance that information the Trust is required to disclose in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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Management of the Sponsor is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, for the Trust.

Daniel Draper, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2019.

Anna Paglia, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2020.

Their report in connection with their assessment may be found in the “Report of Management on Internal Control Over Financial Reporting” on page 16 of this Annual Report on Form 10-K.

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The following executive officers of the Sponsor serve in the capacities specified for them:

Daniel Draper

Chief Executive Officer and Principal Executive Officer;

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Chief Compliance Officer

Kristie Feinberg

Jordan Krugman

Board of Managers

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The Sponsor is managed by a Board of Managers.

The Board of Managers is composed of Mr.

Feinberg and Mr.

Daniel Draper (51) currently serves as Chief Executive Officer and Principal Executive Officer of the Sponsor, and also serves as a member of the Sponsor’s Board of Managers.

He has served in such capacities since April 6, 2018.

In his role, he has general oversight responsibilities for all of the Sponsor’s business.

Draper also serves as Chief Executive Officer of Invesco Capital Management (“Invesco Capital Management”), an affiliate of the Sponsor, and has served in such capacity since March 2016.

In such capacity, Mr.

Draper is responsible for managing the operations of various Invesco funds.

Draper also presently serves as a member of the Board of Managers of Invesco Capital Management and has served in such capacity since September 2013.

Previously, Mr.

Draper was the Global Head of Exchange Traded Funds for Credit Suisse Asset Management (“Credit Suisse”) based in London from March 2010 until June 2013, followed by a three month non-compete period pursuant to his employment terms with Credit Suisse.

Credit Suisse is an asset management business of Credit Suisse Group, a financial services company.

From January 2007 to March 2010, he was the Global Head of Exchange Traded Funds for Lyxor Asset Management in London, an investment management business unit of Societe Generale Corporate & Investment Banking.

Draper was previously registered as a Significant Influence Functions (“SIF”) person with the UK’s Financial Conduct Authority.

He withdrew SIF person status on June 30, 2013 when he left Credit Suisse.

Draper received his MBA from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and his BA from the College of William and Mary in Virginia.

Draper is currently registered with FINRA and holds the Series 7, 24 and 63 registrations.

The Board of Managers is composed of Ms.

Krugman and Mr.

Anna Paglia (46) currently serves as Chief Executive Officer and Principal Executive Officer of the Sponsor, and also serves as a member of the Sponsor's Board of Managers.

She has served in such capacities since June 12, 2020.

She is also Global Head of ETFs and Indexed Strategies at Invesco, Ltd., a global investment management company and affiliate of the Sponsor (“Invesco”), and has served in the role since June 15, 2020.

Prior to her transitioning to her current positions in June 2020, she served as Head of Legal, US ETFs at Invesco, and had served in such capacity since September 2010.

In that role, she was responsible for the registration and listing of exchange-traded funds (“ETFs”), as well as providing support to the Invesco US ETF Board, serving as a global ETF expert/resource and providing day-to-day support to Invesco and its affiliates.

In addition, she is a team leader for, and provides legal support to, Invesco's unit investment trusts.

Prior to joining Invesco, Ms.

Paglia was a partner in the investment management group at K&L Gates LLP and in that role she served as fund counsel and counsel to the independent directors for a number of mutual funds and ETFs.

Paglia earned a JD from L.U.I.S.S.

Law School in Rome, a law school certificate from Kingston University School of Law in London and a master's degree from Northwestern University School of Law in Chicago.

She is admitted to practice law in Illinois and New York.

Kelli Gallegos (50) currently serves as Principal Financial and Accounting Officer – Investment Pools of the Sponsor and has served in this capacity since September 2018.

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In her roles for the Sponsor and Invesco, she is responsible for all aspects of Corporate Accounting, including group financial reporting, internal controls and group accounting policies.

Lege also manages

Invesco’s Finance operations and shared service centers and has held this role since September 2015.

Lege also manages Invesco’s Finance operations and shared service centers and has held this role since September 2015.

Lege also serves as Director, Treasurer and/or Chief Financial Officer of a number of other Invesco wholly-owned subsidiaries, which service or serviced

portions of Invesco's businesses since August 2020.

Previously, Ms.

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Zimdars received a BS degree from the University of Wisconsin-La Crosse.

Kristie Feinberg (44) currently serves as a member of the Board of Managers of the Sponsor and has served in this capacity since June 1, 2019.

Feinberg also serves as the Chief Financial Officer of the Americas for Invesco and has served in such capacity since May 2019.

In this capacity, Ms.

Feinberg is responsible for general management support, in addition to executing on various strategic initiatives and overseeing the financial framework for the business units operating within the Americas division of Invesco.

From January 2001 to May 2019, she served as Senior Vice President and Corporate Treasurer for OFI Global Asset Management, a global investment management company offering various retail and institutional investment solutions.

She received an M.B.A.

in finance from Columbia University and a B.A.

in Economics from St.

Cloud State University.

Additionally Ms.

Feinberg is a CFA® charterholder, a Financial Risk Manager - Certified by the Global Association of Risk Professionals and a Certified Treasury Professional.

Jordan Krugman (43) currently serves as a member of the Board of Managers of the Sponsor and has served in this capacity since October 30, 2020.

He is also the Chief Financial Officer of the Americas for Invesco Ltd., a global investment management company affiliated with the Sponsor.

He was appointed to this position in October 2020.

In this capacity, Mr.

Krugman is responsible for general management support, in addition to executing on various strategic initiatives and overseeing the financial framework for the business units operating within the Americas division of Invesco Ltd.

He has also served as a Member of the Board of Managers of the Sponsor since October 2020.

From March 2019 to October 2020, Mr.

Krugman served as the Global Head of Financial Planning and Analysis at Invesco Ltd.

In this role, he was responsible for overseeing Invesco's forecasting, budgeting, strategic planning and financial target setting processes, including analytics and decision support for Invesco Ltd.'s executive team.

From March 2017 to March 2019, Mr.

Krugman served as Invesco Ltd.'s Head of Finance & Corporate Strategy, North America.

In this role, Mr.

Krugman was responsible for strategic and financial planning for Invesco Ltd.'s global investments organization, including global real estate, private equity and global fixed income.

Prior to that, Mr.

Krugman was Invesco Ltd.'s Treasurer and Head of Investor Relations from May 2011 to March 2017.

In this role, he was responsible for management of Invesco Ltd.'s liquidity and capital management programs.

Additionally, Mr.

Krugman managed the communication with Invesco Ltd.'s external stakeholders, including equity shareholders, debt investors, rating agencies and research analysts.

Krugman earned a BA degree in American civilizations, with a US history concentration, from Middlebury College in Vermont in 1999, and earned an MBA from Santa Clara University in California in 2007.

He is a Certified Treasury Professional (CTP).

John Zerr (58) currently serves as a member of the Board of Managers of the Sponsor and has served in this capacity since April 6, 2018.

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Zerr previously served as the Managing Director and General Counsel for U.S.

Retail of Invesco Management Group, Inc., a registered investment adviser affiliated with the Sponsor, from March 2006 through February 2018.

Zerr has also been a Senior Vice President and Secretary of IDI since March 2006 and June 2006, respectively.

He also served as a Director of that entity until February 2010.

Retail of Invesco Management Group, Inc., a registered investment adviser affiliated with the Sponsor, from March 2006 through March 2018.

Zerr has also been a Senior Vice President of IDI since March 2006.

He also served as a Director and Secretary of that entity until February 2010 and March 2018, respectively.

Zerr has served as Senior Vice President of Invesco Advisers, Inc., a registered investment adviser affiliated with the Sponsor, since December 2009.

Zerr serves as a Director, Vice President and Secretary of Invesco Investment Services, Inc., a registered transfer agency since May 2007.

Zerr serves as a Director and Vice President of Invesco Investment Services, Inc., a registered transfer agency since May 2007.

He also served as Secretary of that entity until March 2018.

Zerr has served as Director, Senior Vice President, General Counsel and Secretary of a number of other Invesco wholly-owned subsidiaries which service or serviced portions of Invesco’s U.S.

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The Sponsor receives a Sponsor’s fee, which accrues daily at an annual nominal rate of 0.40% of the Canadian Dollars in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and is paid monthly.

For the year ended December 31, 2019, the Trust has incurred Sponsor’s Fees of $505,651 of which $465,453 had been paid at December 31, 2019.

For the year ended December 31, 2020, the Trust incurred Sponsor’s Fees of $493,949 of which $445,132 had been paid at December 31, 2020.

Sponsor’s Fees of $48,817 were unpaid at December 31, 2020 and are reported as a liability on the Statement of Financial Condition.

For the two months ended December 31, 2018, the Trust has incurred Sponsor’s Fees of $102,760 of which $52,204 had been paid at December 31, 2018.

For the year ended December 31, 2019, the Trust incurred Sponsor’s Fees of $505,651 of which $465,453 had been paid at December 31, 2019.

Sponsor’s Fees of $40,198 were unpaid at December 31, 2019 and are reported as a liability on the Statement of Financial Condition.

For the year ended October 31, 2018, the Trust has incurred Sponsor’s Fees of $663,962 of which $610,357 had been paid at October 31, 2018.

Sponsor’s Fees of $53,605 were unpaid at October 31, 2018 and are reported as a liability on the Statement of Financial Condition.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Audit and Non-Audit Fees

The following table sets forth the fees for professional services rendered by PwC, the Trust’s independent registered public accounting firm for the year ended December 31, 2019, the two months ended December 31, 2018 and the year ended October 31, 2018.

December 31, 2019

December 31, 2018

October 31, 2018

The following table sets forth the fees for professional services rendered by PwC, the Trust’s independent registered public accounting firm for the years ended December 31, 2020 and 2019.

Fiscal Years Ended

Audit-Related Fees

All other Fees

The following table sets forth the fees for professional services rendered by EY, the Trust’s former independent registered public accounting firm for the year ended December 31, 2019, the two months ended December 31, 2018 and the year ended October 31, 2018.

December 31, 2019

The following table sets forth the fees for professional services rendered by EY, the Trust’s former independent registered public accounting firm for the year ended December 31, 2019.

Fiscal Year Ended

December 31, 2019

October 31, 2018

Audit-Related Fees (1)

All other Fees

(1) Audit-Related Fees for the years ended December 31, 2019 and October 31, 2018 include fees billed for reviewing regulatory filings.

(1) Audit-Related Fees for the fiscal year ended December 31, 2019 include fees billed for reviewing regulatory filings.

Approval of Independent Registered Public Accounting Firm Services and Fees

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Form of Participant Agreement among The Bank of New York Mellon, the Sponsor, and the Authorized Participants listed in the Schedule attached thereto pursuant to Instruction 2 to Item 601 of Regulation S-K, incorporated herein by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed by the Trust on January 11, 2019.

Description of Common Units of Beneficial Interest

Description of Common Units of Beneficial Interest, incorporated herein by reference to Exhibit 4.8 to the Annual Report on Form 10-K filed by the Trust on February 28, 2020.

Deposit Account Agreement dated as of June 8, 2006 between The Bank of New York Mellon and the London Branch of JPMorgan Chase Bank, N.A., incorporated herein by reference to Exhibit 10.1 to the Annual Report on Form 10-K/A filed by the Trust on March 10, 2011.

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February 25, 2021

/ S / D ANIEL D RAPER

Daniel Draper

/ S / A NNA P AGLIA

Principal Executive Officer

5 unchanged sentences

behalf of the registrant and in the capacities* and on the dates indicated.

/s/ KRISTIE FEINBERG

Kristie Feinberg

/s/ JORDAN KRUGMAN

Jordan Krugman

February 25, 2021

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures