0001193125-22-236936.txt : 20220902 0001193125-22-236936.hdr.sgml : 20220902 20220902061634 ACCESSION NUMBER: 0001193125-22-236936 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20220630 FILED AS OF DATE: 20220902 DATE AS OF CHANGE: 20220902 EFFECTIVENESS DATE: 20220902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM FUNDS GROUP (INVESCO FUNDS GROUP) CENTRAL INDEX KEY: 0000019034 IRS NUMBER: 060841973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01540 FILM NUMBER: 221223186 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP DATE OF NAME CHANGE: 20060203 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP/DE DATE OF NAME CHANGE: 19940718 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP DATE OF NAME CHANGE: 19921016 0000019034 S000000212 Invesco EQV European Small Company Fund C000000470 Class A ESMAX C000000472 Class C ESMCX C000071337 Class Y ESMYX C000188905 Class R6 0000019034 S000000213 INVESCO Global Core Equity Fund C000000473 Class A AWSAX C000000475 Class C AWSCX C000022912 CLASS R5 AWSIX C000071338 Class Y AWSYX C000095997 Class R AWSRX C000188906 Class R6 0000019034 S000000214 Invesco EQV International Small Company Fund C000000476 Class A IEGAX C000000478 Class C IEGCX C000022913 CLASS R5 IEGIX C000071339 Class Y IEGYX C000120709 Class R6 IEGFX 0000019034 S000000218 INVESCO Small Cap Equity Fund C000000490 Class A SMEAX C000000492 Class C SMECX C000000493 Class R SMERX C000022917 CLASS R5 SMEIX C000071342 Class Y SMEYX C000120710 Class R6 SMEFX N-CSRS 1 d373159dncsrs.htm N-CSRS N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number   

811-01540

  

 

AIM Funds Group (Invesco Funds Group)

(Exact name of registrant as specified in charter)

11 Greenway Plaza, Suite 1000 Houston, Texas 77046

(Address of principal executive offices) (Zip code)

Sheri Morris         11 Greenway Plaza, Suite 1000 Houston, Texas 77046

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:   

    (713) 626-1919        

  
                     
Date of fiscal year end:   

12/31

        
           
Date of reporting period:   

    06/30/22        

        
           

 


ITEM 1.

REPORTS TO STOCKHOLDERS.

(a) The Registrant’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

(b) Not applicable.


LOGO

 

   
Semiannual Report to Shareholders   June 30, 2022

Invesco EQV European Small Company Fund

Effective April 29, 2022 Invesco European Small Company Fund was renamed Invesco EQV European Small Company Fund.

Nasdaq:

A: ESMAX C: ESMCX Y: ESMYX R6: ESMSX

 

   
2   Fund Performance
4   Liquidity Risk Management Program
5   Schedule of Investments
7   Financial Statements
10   Financial Highlights
11   Notes to Financial Statements
16   Fund Expenses

17

 

Approval of Investment Advisory and Sub-Advisory Contracts

 

 

For the most current month-end Fund performance and commentary, please visit invesco.com/performance.

Unless otherwise noted, all data is provided by Invesco.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE


 

Fund Performance

    

 

 

Performance summary

 

 

Fund vs. Indexes

 

Cumulative total returns, 12/31/21 to 6/30/22, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

    -22.19

Class C Shares

    -22.48  

Class Y Shares

    -22.10  

Class R6 Shares

    -22.04  

MSCI Europe Index (Broad Market Index)*

    -20.79  

MSCI Europe Small Cap Index (Broad Market/Style-Specific Index)*

    -29.45  

Source(s): RIMES Technologies Corp.

       

*Effective April 29, 2022, the Fund changed its benchmark index from the MSCI Europe Index (Net) to the MSCI Europe Small Cap Index (Net). The Fund’s investment adviser believes the MSCI Europe Small Cap Index (Net) provides a more appropriate comparison for evaluating the Fund’s performance.

 

The MSCI Europe Index is an unmanaged index considered representative of stocks of developed European countries. The index is computed using the net return, which withholds applicable taxes for non-resident investors.

  The MSCI Europe Small Cap Index is an unmanaged index considered representative of small-cap European stocks. The index is computed using the net return, which withholds applicable taxes for non-resident investors.

  The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

  A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

 

 

 

 

 

 

For more information about your Fund

 

Read the most recent quarterly commentary from your Fund’s portfolio managers by visiting invesco.com/us. Click on “Products” and select “Mutual Funds.” Use the “Product Finder” to locate your Fund; then click on its name to access its product detail page. There, you can learn more about your Fund’s investment strategies, holdings and performance.

  Also, visit blog.invesco.us.com, where many of Invesco’s investment professionals share their insights about market and economic news and trends.

 

 

 

2   Invesco EQV European Small Company Fund


    

    

    

 

 

Average Annual Total Returns

 

As of 6/30/22, including maximum applicable sales charges

 

Class A Shares

       

Inception (8/31/00)

    9.14

10 Years

    7.85  

  5 Years

    0.68  

  1 Year

    -21.42  

Class C Shares

       

Inception (8/31/00)

    9.14

10 Years

    7.82  

  5 Years

    1.07  

  1 Year

    -18.27  

Class Y Shares

       

Inception (10/3/08)

    8.47

10 Years

    8.73  

  5 Years

    2.08  

  1 Year

    -16.62  

Class R6 Shares

       

10 Years

    8.65

  5 Years

    2.17  

  1 Year

    -16.53  

Class R6 shares incepted on April 4, 2017. Performance shown prior to that date is that of Class A shares at net asset value and includes the 12b-1 fees applicable to Class A shares.

    The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/ performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class Y and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

    Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

 

3   Invesco EQV European Small Company Fund


 

Liquidity Risk Management Program

 

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid,” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 21-23, 2022, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from January 1, 2021 through December 31, 2021 (the “Program Reporting Period”). The Report discussed notable events affecting liquidity over the Program Reporting Period, including the impact of the coronavirus pandemic on the Fund and the overall market. The Report noted that there were no material changes to the Program during the Program Reporting Period.

The Report stated, in relevant part, that during the Program Reporting Period:

The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;

The Fund’s investment strategy remained appropriate for an open-end fund;

The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;

The Fund did not breach the 15% limit on Illiquid Investments; and

The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.

 

4   Invesco EQV European Small Company Fund


Schedule of Investments

June 30, 2022

(Unaudited)

 

     Shares      Value  

 

 

Common Stocks & Other Equity Interests–92.14%

 

Denmark–0.82%

     

TCM Group A/S(a)

     151,388      $ 1,561,217  

 

 

France–28.51%

 

  

Claranova SE(b)

     465,372        1,702,748  

 

 

Gerard Perrier Industrie S.A.

     81,971        7,131,308  

 

 

Groupe Gorge S.A.

     113,003        2,011,340  

 

 

HEXAOM

     132,990        3,525,714  

 

 

Infotel S.A.

     165,203        8,482,073  

 

 

Kaufman & Broad S.A.

     242,700        6,617,687  

 

 

Linedata Services

     195,459        8,336,724  

 

 

Manutan International

     46,230        3,347,227  

 

 

Neurones

     232,283        8,669,348  

 

 

Totalenergies EP Gabon

     26,924        4,221,168  

 

 
        54,045,337  

 

 

Georgia–1.86%

 

TBC Bank Group PLC

     229,577        3,533,787  

 

 

Germany–0.33%

 

MorphoSys AG(c)

     31,430        618,382  

 

 

Greece–1.30%

 

Karelia Tobacco Co., Inc. S.A.

     9,265        2,468,055  

 

 

Ireland–2.75%

 

Origin Enterprises PLC

     1,210,635        5,214,274  

 

 

Israel–6.27%

 

Hilan Ltd.

     184,309        9,741,463  

 

 

MIND C.T.I. Ltd.

     901,450        2,154,466  

 

 
        11,895,929  

 

 

Italy–2.39%

 

Gruppo MutuiOnline S.p.A.

     75,783        1,916,577  

 

 

Technogym S.p.A.(a)

     397,739        2,604,578  

 

 
        4,521,155  

 

 

Kenya–3.73%

 

  

Vivo Energy PLC(a)

     3,985,177        7,080,627  

 

 

Netherlands–1.33%

 

  

SBM Offshore N.V.

     185,296        2,520,024  

 

 

Norway–0.90%

 

  

Bouvet ASA

     284,184        1,701,841  

 

 

Poland–4.49%

 

LiveChat Software S.A.(b)

     131,000        2,883,671  

 

 

Mo-BRUK S.A.

     38,176        2,455,274  

 

 

Warsaw Stock Exchange

     378,420        3,173,412  

 

 
        8,512,357  

 

 

Portugal–0.77%

 

Conduril - Engenharia S.A.

     46,308        1,465,560  

 

 

Romania–4.34%

 

Fondul Proprietatea S.A.

     18,836,533        8,227,413  

 

 
     Shares      Value  

 

 

Russia–0.00%

 

  

Globaltrans Investment PLC,
GDR(a)(d)

     548,600      $ 1  

 

 

Singapore–1.03%

 

  

XP Power Ltd.

     55,996        1,942,789  

 

 

Sweden–1.01%

 

  

Proact IT Group AB

     287,095        1,911,686  

 

 

Switzerland–3.19%

 

  

Carlo Gavazzi Holding AG, BR

     9,525        2,884,414  

 

 

Kardex Holding AG

     19,018        3,164,039  

 

 
        6,048,453  

 

 

United Kingdom–27.12%

 

  

City of London Investment Group PLC

     900,000        4,700,019  

 

 

Clarkson PLC

     188,808        6,918,431  

 

 

DCC PLC

     74,233        4,638,439  

 

 

Diploma PLC

     265,427        7,199,211  

 

 

Eurocell PLC

     721,500        1,618,150  

 

 

IG Group Holdings PLC

     528,854        4,464,828  

 

 

Mortgage Advice Bureau Holdings Ltd.

     260,274        2,855,936  

 

 

Renew Holdings PLC

     860,626        6,707,714  

 

 

SafeStyle UK PLC(c)

     4,465,000        2,163,907  

 

 

Savills PLC

     473,369        5,836,351  

 

 

Ultra Electronics Holdings PLC

     102,207        4,319,854  

 

 
        51,422,840  

 

 

Total Common Stocks & Other Equity Interests
(Cost $150,448,980)

 

     174,691,727  

 

 

Money Market Funds–7.20%

 

  

Invesco Government & Agency Portfolio, Institutional
Class, 1.38%(e)(f)

     4,555,517        4,555,517  

 

 

Invesco Liquid Assets Portfolio, Institutional Class, 1.41%(e)(f)

     3,890,182        3,889,793  

 

 

Invesco Treasury Portfolio, Institutional Class, 1.35%(e)(f)

     5,206,306        5,206,306  

 

 

Total Money Market Funds (Cost $13,650,966)

 

     13,651,616  

 

 

TOTAL INVESTMENTS IN SECURITIES (excluding Investments purchased with cash collateral from securities on loan)-99.34%
(Cost $164,099,946)

 

     188,343,343  

 

 

Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds–0.76%

 

  

Invesco Private Government Fund,
1.38%(e)(f)(g)

     401,045        401,045  

 

 

Invesco Private Prime Fund,
1.66%(e)(f)(g)

     1,031,260        1,031,260  

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan (Cost $1,432,358)

 

     1,432,305  

 

 

TOTAL INVESTMENTS IN SECURITIES–100.10%
(Cost $165,532,304)

 

     189,775,648  

 

 

OTHER ASSETS LESS LIABILITIES–(0.10)%

 

     (183,933

 

 

NET ASSETS–100.00%

      $ 189,591,715  

 

 
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

5   Invesco EQV European Small Company Fund


Investment Abbreviations:

BR    – Bearer Shares

GDR – Global Depositary Receipt

Notes to Schedule of Investments:

 

(a) 

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2022 was $11,246,423, which represented 5.93% of the Fund’s Net Assets.

(b) 

All or a portion of this security was out on loan at June 30, 2022.

(c) 

Non-income producing security.

(d) 

Security valued using significant unobservable inputs (Level 3). See Note 3.

(e) 

Affiliated issuer. The issuer is affiliated by having an investment adviser that is under common control of Invesco Ltd. and/or the Investment Company Act of 1940, as amended (the “1940 Act”), defines “affiliated person” to include an issuer of which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the 1940 Act) of that issuer. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the six months ended June 30, 2022.

 

      Value
December 31, 2021
    

Purchases

at Cost

    

Proceeds

from Sales

    Change in
Unrealized
Appreciation
(Depreciation)
    

Realized
Gain

(Loss)

    

Value

June 30, 2022

     Dividend Income  
Investments in Affiliated Money Market Funds:                                                              

Invesco Government & Agency Portfolio, Institutional Class

       $  3,916,384        $ 9,914,246        $  (9,275,113       $                -          $          -          $  4,555,517            $    4,346    

Invesco Liquid Assets Portfolio, Institutional Class

     3,434,147        7,081,605        (6,625,080     279        (1,158)        3,889,793          6,715    

Invesco Treasury Portfolio, Institutional Class

     4,475,867        11,330,567        (10,600,128     -        -        5,206,306          7,401    
Investments Purchased with Cash Collateral from Securities on Loan:                                                              

Invesco Private Government Fund

     34,852        2,973,521        (2,607,328     -        -        401,045          794*    

Invesco Private Prime Fund

     81,321        6,698,943        (5,748,895     (53)        (56)        1,031,260          2,128*    
Investments in Other Affiliates:                                                              

MIND C.T.I. Ltd.**

     3,770,995        -        (957,890     (734,469)        75,830        2,154,466          182,814    

Total

       $15,713,566        $37,998,882        $(35,814,434       $(734,243)          $74,616          $17,238,387            $204,198    

 

*

Represents the income earned on the investment of cash collateral, which is included in securities lending income on the Statement of Operations. Does not include rebates and fees paid to lending agent or premiums received from borrowers, if any.

**

As of June 30, 2022, this security was not considered as an affiliate of the Fund.

 

(f) 

The rate shown is the 7-day SEC standardized yield as of June 30, 2022.

(g) 

The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

Portfolio Composition

By sector, based on Net Assets

as of June 30, 2022

 

Industrials

     28.81

Information Technology

     24.04  

Consumer Discretionary

     17.39  

Financials

     10.89  

Consumer Staples

     4.05  

Energy

     3.55  

Real Estate

     3.08  

Other Sectors, Each Less than 2% of Net Assets

     0.33  

Money Market Funds Plus Other Assets Less Liabilities

     7.86  

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

6   Invesco EQV European Small Company Fund


Statement of Assets and Liabilities

June 30, 2022

(Unaudited)

 

Assets:

  

Investments in unaffiliated securities,
at value (Cost $150,448,980)*

   $ 174,691,727  

 

 

Investments in affiliated money market funds,
at value (Cost $15,083,324)

     15,083,921  

 

 

Foreign currencies, at value (Cost $895,347)

     890,555  

 

 

Receivable for:

  

Investments sold

     967,890  

 

 

Fund shares sold

     20,217  

 

 

Dividends

     775,276  

 

 

Investment for trustee deferred compensation and retirement plans

     60,020  

 

 

Other assets

     34,874  

 

 

Total assets

     192,524,480  

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     504,915  

 

 

Fund shares reacquired

     778,686  

 

 

Collateral upon return of securities loaned

     1,432,358  

 

 

Accrued fees to affiliates

     81,750  

 

 

Accrued trustees’ and officers’ fees and benefits

     2,390  

 

 

Accrued other operating expenses

     64,980  

 

 

Trustee deferred compensation and retirement plans

     67,686  

 

 

Total liabilities

     2,932,765  

 

 

Net assets applicable to shares outstanding

   $ 189,591,715  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 157,110,085  

 

 

Distributable earnings

     32,481,630  

 

 
   $ 189,591,715  

 

 

Net Assets:

  

Class A

   $ 95,037,807  

 

 

Class C

   $ 3,009,905  

 

 

Class Y

   $ 82,605,852  

 

 

Class R6

   $ 8,938,151  

 

 

Shares outstanding, no par value, with an unlimited number of shares authorized:

 

Class A

     6,692,057  

 

 

Class C

     227,916  

 

 

Class Y

     5,785,029  

 

 

Class R6

     625,573  

 

 

Class A:

  

Net asset value per share

   $ 14.20  

 

 

Maximum offering price per share
(Net asset value of $14.20 ÷ 94.50%)

   $ 15.03  

 

 

Class C:

  

Net asset value and offering price per share

   $ 13.21  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 14.28  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 14.29  

 

 

 

*

At June 30, 2022, securities with an aggregate value of $1,317,778 were on loan to brokers.

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

7   Invesco EQV European Small Company Fund


Statement of Operations

For the six months ended June 30, 2022

(Unaudited)

 

Investment income:

  

Dividends (net of foreign withholding taxes of $469,955)

   $ 5,426,222  

 

 

Dividends from affiliates (includes securities lending income of $125,630)

     326,906  

 

 

Total investment income

     5,753,128  

 

 

Expenses:

  

Advisory fees

     1,060,867  

 

 

Administrative services fees

     19,161  

 

 

Custodian fees

     15,171  

 

 

Distribution fees:

  

Class A

     134,142  

 

 

Class C

     17,841  

 

 

Transfer agent fees – A, C and Y

     150,617  

 

 

Transfer agent fees – R6

     1,340  

 

 

Trustees’ and officers’ fees and benefits

     8,998  

 

 

Registration and filing fees

     28,867  

 

 

Reports to shareholders

     18,956  

 

 

Professional services fees

     57,081  

 

 

Other

     5,040  

 

 

Total expenses

     1,518,081  

 

 

Less: Fees waived and/or expense offset arrangement(s)

     (5,211

 

 

Net expenses

     1,512,870  

 

 

Net investment income

     4,240,258  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Unaffiliated investment securities

     9,430,663  

 

 

Affiliated investment securities

     74,616  

 

 

Foreign currencies

     (75,811

 

 
     9,429,468  

 

 

Change in net unrealized appreciation (depreciation) of:

  

Unaffiliated investment securities

     (71,093,181

 

 

Affiliated investment securities

     (734,243

 

 

Foreign currencies

     (41,845

 

 
     (71,869,269

 

 

Net realized and unrealized gain (loss)

     (62,439,801

 

 

Net increase (decrease) in net assets resulting from operations

   $ (58,199,543

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

8   Invesco EQV European Small Company Fund


Statement of Changes in Net Assets

For the six months ended June 30, 2022 and the year ended December 31, 2021

(Unaudited)

 

    

June 30,

2022

    December 31,
2021
 

 

 

Operations:

    

Net investment income

   $ 4,240,258     $ 3,529,286  

 

 

Net realized gain

     9,429,468       21,908,904  

 

 

Change in net unrealized appreciation (depreciation)

     (71,869,269     29,211,631  

 

 

Net increase (decrease) in net assets resulting from operations

     (58,199,543     54,649,821  

 

 

Distributions to shareholders from distributable earnings:

    

Class A

           (3,871,714

 

 

Class C

           (56,942

 

 

Class Y

           (4,828,280

 

 

Class R6

           (454,663

 

 

Total distributions from distributable earnings

           (9,211,599

 

 

Share transactions–net:

    

Class A

     (694,849     4,080,917  

 

 

Class C

     (278,207     (3,325,561

 

 

Class Y

     (22,727,838     (11,561,580

 

 

Class R6

     (742,544     (714,094

 

 

Net increase (decrease) in net assets resulting from share transactions

     (24,443,438     (11,520,318

 

 

Net increase (decrease) in net assets

     (82,642,981     33,917,904  

 

 

Net assets:

    

Beginning of period

     272,234,696       238,316,792  

 

 

End of period

   $ 189,591,715     $ 272,234,696  

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9   Invesco EQV European Small Company Fund


Financial Highlights

(Unaudited)

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

    

Net asset

value,

beginning

of period

 

Net

investment

income(a)

 

Net gains

(losses)

on securities

(both

realized and

unrealized)

 

Total from

investment

operations

 

Dividends

from net

investment

income

 

Distributions

from net

realized

gains

 

Total

distributions

 

Net asset

value, end

of period

 

Total

return (b)

 

Net assets,

end of period

(000’s omitted)

 

Ratio of

expenses

to average

net assets

with fee waivers

and/or

expenses

absorbed

 

Ratio of

expenses

to average net
assets without

fee waivers

and/or

expenses

absorbed

 

Ratio of net

investment

income

to average

net assets

 

Portfolio

turnover (c)

Class A

                           

Six months ended 06/30/22

    $18.25       $0.29       $(4.34     $(4.05     $      -       $      -       $      -       $14.20       (22.19 )%      $  95,038       1.46 %(d)      1.46 %(d)      3.61 %(d)      3

Year ended 12/31/21

    15.18       0.21       3.46       3.67       (0.53     (0.07     (0.60     18.25       24.27       123,121       1.33       1.33       1.22       10  

Year ended 12/31/20

    14.24       0.14 (e)      1.21       1.35       (0.17     (0.24     (0.41     15.18       9.60       99,172       1.53       1.54       1.09 (e)      6  

Year ended 12/31/19

    13.23       0.34 (e)      1.67       2.01       (0.63     (0.37     (1.00     14.24       15.23       121,763       1.42       1.43       2.40 (e)      1  

Year ended 12/31/18

    16.58       0.28       (2.80     (2.52     (0.29     (0.54     (0.83     13.23       (15.21     127,904       1.35       1.38       1.73       11  

Year ended 12/31/17

    13.35       0.29 (e)      3.47       3.76       (0.27     (0.26     (0.53     16.58       28.29       186,233       1.40       1.42       1.85 (e)      10  

Class C

                           

Six months ended 06/30/22

    17.04       0.21       (4.04     (3.83     -       -       -       13.21       (22.48     3,010       2.21 (d)      2.21 (d)      2.86 (d)      3  

Year ended 12/31/21

    14.01       0.08       3.19       3.27       (0.17     (0.07     (0.24     17.04       23.35       4,215       2.08       2.08       0.47       10  

Year ended 12/31/20

    13.27       0.04 (e)      1.11       1.15       (0.17     (0.24     (0.41     14.01       8.80       6,370       2.28       2.29       0.34 (e)      6  

Year ended 12/31/19

    12.36       0.22 (e)      1.56       1.78       (0.50     (0.37     (0.87     13.27       14.44       12,200       2.17       2.18       1.65 (e)      1  

Year ended 12/31/18

    15.52       0.15       (2.61     (2.46     (0.16     (0.54     (0.70     12.36       (15.89     22,684       2.10       2.13       0.98       11  

Year ended 12/31/17

    12.53       0.16 (e)      3.25       3.41       (0.16     (0.26     (0.42     15.52       27.27       34,366       2.15       2.17       1.10 (e)      10  

Class Y

                           

Six months ended 06/30/22

    18.33       0.31       (4.36     (4.05     -       -       -       14.28       (22.10     82,606       1.21 (d)      1.21 (d)      3.86 (d)      3  

Year ended 12/31/21

    15.27       0.26       3.48       3.74       (0.61     (0.07     (0.68     18.33       24.62       132,546       1.08       1.08       1.47       10  

Year ended 12/31/20

    14.29       0.18 (e)      1.21       1.39       (0.17     (0.24     (0.41     15.27       9.85       121,746       1.28       1.29       1.34 (e)      6  

Year ended 12/31/19

    13.27       0.38 (e)      1.68       2.06       (0.67     (0.37     (1.04     14.29       15.56       230,577       1.17       1.18       2.65 (e)      1  

Year ended 12/31/18

    16.64       0.32       (2.81     (2.49     (0.34     (0.54     (0.88     13.27       (15.01     410,107       1.10       1.13       1.98       11  

Year ended 12/31/17

    13.41       0.34 (e)      3.46       3.80       (0.31     (0.26     (0.57     16.64       28.48       608,335       1.15       1.17       2.10 (e)      10  

Class R6

                           

Six months ended 06/30/22

    18.33       0.32       (4.36     (4.04     -       -       -       14.29       (22.04     8,938       1.10 (d)      1.10 (d)      3.97 (d)      3  

Year ended 12/31/21

    15.28       0.27       3.48       3.75       (0.63     (0.07     (0.70     18.33       24.72       12,353       1.00       1.00       1.55       10  

Year ended 12/31/20

    14.28       0.19 (e)      1.22       1.41       (0.17     (0.24     (0.41     15.28       9.99       11,029       1.19       1.20       1.43 (e)      6  

Year ended 12/31/19

    13.27       0.39 (e)      1.67       2.06       (0.68     (0.37     (1.05     14.28       15.59       14,875       1.09       1.10       2.73 (e)      1  

Year ended 12/31/18

    16.64       0.33       (2.81     (2.48     (0.35     (0.54     (0.89     13.27       (14.93     18,243       1.04       1.07       2.04       11  

Period ended 12/31/17(f)

    14.67       0.27 (e)      2.28       2.55       (0.32     (0.26     (0.58     16.64       17.49       11       1.08 (d)      1.10 (d)      2.17 (d)(e)      10  

 

(a) 

Calculated using average shares outstanding.

(b) 

Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d) 

Annualized.

(e) 

Net investment income per share and the ratio of net investment income to average net assets include significant dividends received during the year ended December 31, 2020. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.08 and 0.62%, $(0.02) and (0.13)%, $0.12 and 0.87% and $0.13 and 0.96% for Class A, Class C, Class Y and Class R6 shares, respectively. Net investment income per share and the ratio of net investment income to average net assets include significant dividends received during the year ended December 31, 2019. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.24 and 1.66%, $0.12 and 0.91%, $0.28 and 1.91% and $0.29 and 1.99% for Class A, Class C, Class Y and Class R6 shares, respectively. Net investment income per share and the ratio of net investment income to average net assets include significant dividends received during the year ended December 31, 2017. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.24 and 1.51%, $0.11 and 0.76%, $0.29 and 1.76% and $0.22 and 1.83% for Class A, Class C, Class Y and Class R6 shares, respectively.

(f) 

Commencement date of April 4, 2017.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10   Invesco EQV European Small Company Fund


Notes to Financial Statements

June 30, 2022

(Unaudited)

NOTE 1–Significant Accounting Policies

Invesco EQV European Small Company Fund, formerly Invesco European Small Company Fund, (the “Fund”) is a series portfolio of AIM Funds Group (Invesco Funds Group) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.

The Fund’s investment objective is long-term growth of capital.

The Fund currently consists of four different classes of shares: Class A, Class C, Class Y and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class Y and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.

Security Valuations – Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts may be valued up to 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible debt securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B.

Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

 

11   Invesco EQV European Small Company Fund


Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C.

Country Determination – For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.

D.

Distributions – Distributions from net investment income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.

E.

Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders.

Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R6 are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.

G.

Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

Indemnifications – Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.

I.

Securities Lending – The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated, unregistered investment companies that comply with Rule 2a-7 under the Investment Company Act and money market funds (collectively, “affiliated money market funds”) and is shown as such on the Schedule of Investments. The Fund bears the risk of loss with respect to the investment of collateral. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. When loaning securities, the Fund retains certain benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. Lending securities entails a risk of loss to the Fund if, and to the extent that, the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. The securities loaned are subject to termination at the option of the borrower or the Fund. Upon termination, the borrower will return to the Fund the securities loaned and the Fund will return the collateral. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral and the securities may lose value during the delay which could result in potential losses to the Fund. Some of these losses may be indemnified by the lending agent. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan, if any, is shown as a footnote on the Statement of Assets and Liabilities.

Invesco Advisers, Inc. (the “Adviser” or “Invesco”) serves as an affiliated securities lending agent for the Fund. The Bank of New York Mellon also continues to serve as a lending agent. To the extent the Fund utilizes the Adviser as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services in a manner consistent with the federal securities laws. For the six months ended June 30, 2022, there were no securities lending transactions with the Adviser. Fees paid to the Adviser for securities lending agent services are included in Dividends from affiliates on the Statement of Operations.

J.

Foreign Currency Translations – Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized

 

12   Invesco EQV European Small Company Fund


foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

K.

Forward Foreign Currency Contracts – The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to the daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with forward foreign currency contracts include failure of the Counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

L.

COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations (including business closures) and supply chains, layoffs, lower consumer demand and employee availability, and defaults and credit downgrades, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally and cause general concern and uncertainty. The full economic impact and ongoing effects of COVID-19 (or other future epidemics or pandemics) at the macro-level and on individual businesses are unpredictable and may result in significant and prolonged effects on the Fund’s performance.

NOTE 2–Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with the Adviser. Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate  

 

 

First $ 250 million

     0.935%  

 

 

Next $250 million

     0.910%  

 

 

Next $500 million

     0.885%  

 

 

Next $1.5 billion

     0.860%  

 

 

Next $2.5 billion

     0.835%  

 

 

Next $2.5 billion

     0.810%  

 

 

Next $2.5 billion

     0.785%  

 

 

Over $10 billion

     0.760%  

 

 

For the six months ended June 30, 2022, the effective advisory fee rate incurred by the Fund was 0.94%.

Under the terms of a master sub-advisory agreement between the Adviser and each of 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. and separate sub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class Y and Class R6 shares to 2.25%, 3.00%, 2.00% and 2.00%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2024, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the six months ended June 30, 2022, the Adviser waived advisory fees of $5,087.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

 

 

13   Invesco EQV European Small Company Fund


The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class Y and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A and Class C shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of Class C shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the six months ended June 30, 2022, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the six months ended June 30, 2022, IDI advised the Fund that IDI retained $5,421 in front-end sales commissions from the sale of Class A shares and $973 and $1,017 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the six months ended June 30, 2022, the Fund incurred $502 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

NOTE 3–Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

     Level 1 –    Prices are determined using quoted prices in an active market for identical assets.
  Level 2 –    Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
  Level 3 –    Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of June 30, 2022. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1      Level 2      Level 3      Total  

 

 

Investments in Securities

           

 

 

Denmark

   $      $ 1,561,217        $–      $ 1,561,217  

 

 

France

            54,045,337               54,045,337  

 

 

Georgia

            3,533,787               3,533,787  

 

 

Germany

            618,382               618,382  

 

 

Greece

            2,468,055               2,468,055  

 

 

Ireland

            5,214,274               5,214,274  

 

 

Israel

     2,154,466        9,741,463               11,895,929  

 

 

Italy

            4,521,155               4,521,155  

 

 

Kenya

            7,080,627               7,080,627  

 

 

Netherlands

            2,520,024               2,520,024  

 

 

Norway

            1,701,841               1,701,841  

 

 

Poland

            8,512,357               8,512,357  

 

 

Portugal

     1,465,560                      1,465,560  

 

 

Romania

            8,227,413               8,227,413  

 

 

Russia

                   1        1  

 

 

Singapore

            1,942,789               1,942,789  

 

 

Sweden

            1,911,686               1,911,686  

 

 

Switzerland

            6,048,453               6,048,453  

 

 

United Kingdom

            51,422,840               51,422,840  

 

 

Money Market Funds

     13,651,616        1,432,305               15,083,921  

 

 

Total Investments

   $ 17,271,642      $ 172,504,005        $1      $ 189,775,648  

 

 

NOTE 4–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the six months ended June 30, 2022, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $124.

NOTE 5–Trustees’ and Officers’ Fees and Benefits

Trustees’ and OfficersFees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred

 

 

14   Invesco EQV European Small Company Fund


compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 6–Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.

NOTE 7–Tax Information

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryforward) under income tax regulations. The tax character of distributions paid during the year and the tax components of net assets will be reported at the Fund’s fiscal year-end.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund did not have a capital loss carryforward as of December 31, 2021.

NOTE 8–Investment Transactions

The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the six months ended June 30, 2022 was $7,323,013 and $30,396,863, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis

 

Aggregate unrealized appreciation of investments

     $ 49,441,203  

 

 

Aggregate unrealized (depreciation) of investments

     (33,736,251

 

 

Net unrealized appreciation of investments

     $ 15,704,952  

 

 

Cost of investments for tax purposes is $174,070,696.

NOTE 9–Share Information

 

     Summary of Share Activity  

 

 
     Six months ended     Year ended  
     June 30, 2022(a)     December 31, 2021  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     544,771     $ 8,833,665       721,657     $ 12,789,363  

 

 

Class C

     20,084       324,101       62,423       1,012,232  

 

 

Class Y

     327,147       5,397,714       1,839,539       32,978,261  

 

 

Class R6

     46,784       772,820       157,301       2,848,615  

 

 

Issued as reinvestment of dividends:

        

Class A

     -       -       204,585       3,590,468  

 

 

Class C

     -       -       3,313       54,302  

 

 

Class Y

     -       -       216,421       3,813,343  

 

 

Class R6

     -       -       21,153       372,705  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     7,761       122,943       181,220       3,198,060  

 

 

Class C

     (8,331     (122,943     (197,190     (3,198,060

 

 

Reacquired:

        

Class A

     (606,564     (9,651,457     (894,236     (15,496,974

 

 

Class C

     (31,237     (479,365     (75,954     (1,194,035

 

 

Class Y

     (1,773,975     (28,125,552     (2,795,752     (48,353,184

 

 

Class R6

     (95,190     (1,515,364     (226,085     (3,935,414

 

 

Net increase (decrease) in share activity

     (1,568,750   $ (24,443,438     (781,605   $ (11,520,318

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 51% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

 

15   Invesco EQV European Small Company Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2022 through June 30, 2022.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

    The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

    Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

          ACTUAL  

HYPOTHETICAL

(5% annual return before

expenses)

    
     Beginning
    Account Value    
(01/01/22)
  Ending
    Account Value    
(06/30/22)1
  Expenses
    Paid During    
Period2
  Ending
      Account Value      
(06/30/22)
  Expenses
      Paid During      
Period2
 

      Annualized    
Expense

Ratio

Class A

  $1,000.00   $778.10   $6.44   $1,017.55     $7.30   1.46% 

Class C

    1,000.00     775.20     9.73     1,013.84     11.04   2.21    

Class Y

    1,000.00     779.00     5.34     1,018.79     6.06   1.21    

Class R6

    1,000.00     779.60     4.85     1,019.34     5.51   1.10    

 

1 

The actual ending account value is based on the actual total return of the Fund for the period January 1, 2022 through June 30, 2022, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half year.

 

16   Invesco EQV European Small Company Fund


Approval of Investment Advisory and Sub-Advisory Contracts

 

At meetings held on June 13, 2022, the Board of Trustees (the Board or the Trustees) of AIM Funds Group (Invesco Funds Group) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Invesco EQV European Small Company Fund’s (formerly, Invesco European Small Company Fund) (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with 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. and separate sub-advisory contracts with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2022. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

The Board’s Evaluation Process

The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.

As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees and the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees

are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable in accordance with certain negotiated regulatory requirements. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on May 2, 2022 and June 13, 2022, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 13, 2022.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of, and reports related to, Invesco Advisers’ global security program and business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the remote and hybrid working environment resulting from the novel coronavirus (“COVID-19”) pandemic and paved the way for a hybrid working framework in a normalized environment as employees return to the office. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers’ systems

preparedness and ongoing investment enabled Invesco Advisers to manage, operate and oversee the Invesco Funds with minimal impact or disruption through challenging environments. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.

B.

Fund Investment Performance

The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2021 to the performance of funds in the Broadridge performance universe and against the MSCI Europe Small Cap Index (Index). The Board noted that performance of Class A shares of the Fund was in the first quintile of its performance universe for the one year period, the third quintile for the three year period, and the second quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one year period and below the performance of the Index for the three and five year periods. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.

 

 

17   Invesco EQV European Small Company Fund


C.

Advisory and Sub-Advisory Fees and Fund Expenses

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was above the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components. The Board noted that the Fund’s actual and contractual management fees were in the fifth and fourth quintiles, respectively, of its expense group, requested and considered additional information from management regarding the appropriateness of the management fees, and discussed with management reasons for such relative actual and contractual management fees.

The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.

D.

Economies of Scale and Breakpoints

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.

E.

Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in

providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and the periodic review and enhancement of such methodology. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.

F.

Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount equal to 100% of the net advisory fee Invesco

Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.

The Board considered that Invesco Advisers may serve as the Fund’s affiliated securities lending agent and evaluated the benefits realized by Invesco Advisers when serving in such role, including the compensation received. The Board considered Invesco Advisers’ securities lending platform and corporate governance structure for securities lending, including Invesco Advisers’ Securities Lending Governance Committee and its related responsibilities. The Board noted that to the extent the Fund utilizes Invesco Advisers as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services without obtaining exemptive relief. The Board considered information provided by Invesco Advisers related to the performance of Invesco Advisers as securities lending agent, including a summary of the securities lending services provided to the Fund by Invesco Advisers and the compensation paid to Invesco Advisers for such services, as well as any revenues generated for the Fund in connection with such securities lending activity and the allocation of such revenue between the Fund and Invesco Advisers.

The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

 

18   Invesco EQV European Small Company Fund


 

(This page intentionally left blank)


 

 

LOGO

Go paperless with eDelivery

Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.

With eDelivery, you can elect to have any or all of the following materials delivered straight to your inbox to download, save and print from your own computer:

Fund reports and prospectuses

Quarterly statements

Daily confirmations

Tax forms

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/ corporate/about-us/esg. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

 

LOGO

 

SEC file number(s): 811-01540 and 002-27334                Invesco Distributors, Inc.      ESC-SAR-1                                           


LOGO

 

   
Semiannual Report to Shareholders   June 30, 2022

Invesco Global Core Equity Fund

Nasdaq:

A: AWSAX C: AWSCX R: AWSRX Y: AWSYX R5: AWSIX R6: AWSSX

 

   
2   Fund Performance
4   Liquidity Risk Management Program
5   Schedule of Investments
7   Financial Statements
10   Financial Highlights
11   Notes to Financial Statements
17   Fund Expenses

18

 

Approval of Investment Advisory and Sub-Advisory Contracts

 

For the most current month-end Fund performance and commentary, please visit invesco.com/performance.

Unless otherwise noted, all data is provided by Invesco.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE


 

Fund Performance

 

 

Performance summary

 

 

 

Fund vs. Indexes

 

Cumulative total returns, 12/31/21 to 6/30/22, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

    -20.41

Class C Shares

    -20.72  

Class R Shares

    -20.50  

Class Y Shares

    -20.30  

Class R5 Shares

    -20.28  

Class R6 Shares

    -20.26  

MSCI World Index (Broad Market/Style-Specific Index)

    -20.51  

Lipper Global Large-Cap Core Funds Index (Peer Group Index)

    -19.60  

Source(s): RIMES Technologies Corp.; Lipper Inc.

 

 

The MSCI World IndexSM is an unmanaged index considered representative of stocks of developed countries. The index is computed using the net return, which withholds applicable taxes for non-resident investors.

  The Lipper Global Large-Cap Core Funds Index is an unmanaged index considered representative of global large-cap core funds tracked by Lipper.

  The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

  A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

 

 

 

 

For more information about your Fund

 

Read the most recent quarterly commentary from your Fund’s portfolio managers by visiting invesco.com/us. Click on “Products” and select “Mutual Funds.” Use the “Product Finder” to locate your Fund; then click on its name to access its product detail page. There, you can learn more about your Fund’s investment strategies, holdings and performance.

  Also, visit blog.invesco.us.com, where many of Invesco’s investment professionals share their insights about market and economic news and trends.

 

 

 

2   Invesco Global Core Equity Fund


    

    

 

 

Average Annual Total Returns

 

As of 6/30/22, including maximum applicable sales charges

 

Class A Shares

       

Inception (12/29/00)

    4.73

10 Years

    6.26  

  5 Years

    2.79  

  1 Year

    -23.40  

Class C Shares

       

Inception (12/29/00)

    4.74

10 Years

    6.22  

  5 Years

    3.20  

  1 Year

    -20.28  

Class R Shares

       

Inception (5/23/11)

    4.54

10 Years

    6.60  

  5 Years

    3.72  

  1 Year

    -19.12  

Class Y Shares

       

Inception (10/3/08)

    5.64

10 Years

    7.12  

  5 Years

    4.23  

  1 Year

    -18.73  

Class R5 Shares

       

Inception (10/25/05)

    4.48

10 Years

    7.17  

  5 Years

    4.25  

  1 Year

    -18.68  

Class R6 Shares

       

10 Years

    7.04

  5 Years

    4.30  

  1 Year

    -18.61  

Class R6 shares incepted on April 4, 2017. Performance shown prior to that date is that of Class A shares at net asset value and includes the 12b-1 fees applicable to Class A shares.

    The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/ performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

    Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

3   Invesco Global Core Equity Fund


 

Liquidity Risk Management Program

    

 

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid,” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 21-23, 2022, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from January 1, 2021 through December 31, 2021 (the “Program Reporting Period”). The Report discussed notable events affecting liquidity over the Program Reporting Period, including the impact of the coronavirus pandemic on the Fund and the overall market. The Report noted that there were no material changes to the Program during the Program Reporting Period.

The Report stated, in relevant part, that during the Program Reporting Period:

The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;

The Fund’s investment strategy remained appropriate for an open-end fund;

The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;

The Fund did not breach the 15% limit on Illiquid Investments; and

The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.

 

4   Invesco Global Core Equity Fund


Schedule of Investments

June 30, 2022

(Unaudited)

 

     Shares      Value  

 

 

Common Stocks & Other Equity Interests–95.01%

 

Belgium–3.20%

     

Anheuser-Busch InBev S.A./N.V.,
ADR(a)

     344,347      $ 18,577,521  

 

 

Canada–1.72%

 

Constellation Software, Inc.

     6,713        9,965,561  

 

 

China–2.45%

 

Kweichow Moutai Co. Ltd., A Shares

     46,406        14,234,998  

 

 

Finland–2.15%

 

Kone OYJ, Class B

     260,721        12,466,893  

 

 

France–2.88%

 

LVMH Moet Hennessy Louis Vuitton SE

     27,051        16,694,069  

 

 

Germany–6.21%

 

KION Group AG

     360,006        14,931,018  

 

 

SAP SE

     231,819        21,119,329  

 

 
        36,050,347  

 

 

Hong Kong–3.87%

 

  

AIA Group Ltd.

     2,044,800        22,460,392  

 

 

Japan–0.98%

 

FANUC Corp.

     18,400        2,884,068  

 

 

Nabtesco Corp.

     120,600        2,820,647  

 

 
        5,704,715  

 

 

Netherlands–1.92%

 

  

Topicus.com, Inc.(b)

     197,743        11,157,609  

 

 

Switzerland–4.30%

 

Cie Financiere Richemont S.A., Wts., expiring 11/22/2023(b)

     432,956        235,832  

 

 

Temenos AG

     290,082        24,757,529  

 

 
        24,993,361  

 

 

United Kingdom–11.41%

 

British American Tobacco PLC

     725,395        31,088,610  

 

 

Imperial Brands PLC

     432,623        9,669,545  

 

 

London Stock Exchange Group PLC

     274,214        25,490,706  

 

 
        66,248,861  

 

 

United States–53.92%

 

Accenture PLC, Class A

     61,793        17,156,826  

 

 

Adobe, Inc.(b)

     15,623        5,718,955  

 

 

Investment Abbreviations:

ADR - American Depositary Receipt

Wts. - Warrants

     Shares      Value  

 

 

United States–(continued)

 

  

Alphabet, Inc., Class A(b)

     11,062      $ 24,106,974  

 

 

Analog Devices, Inc.

     139,039        20,312,208  

 

 

Aon PLC, Class A

     71,631        19,317,448  

 

 

Aptiv PLC(a)(b)

     136,596        12,166,606  

 

 

AutoZone, Inc.(b)

     7,637        16,412,829  

 

 

Becton, Dickinson and Co.

     78,621        19,382,435  

 

 

Charter Communications, Inc., Class A(b)

     43,095        20,191,300  

 

 

Equinix, Inc.

     31,890        20,952,368  

 

 

Floor & Decor Holdings, Inc., Class A(b)

     22,078        1,390,031  

 

 

Honeywell International, Inc.

     107,278        18,645,989  

 

 

Microsoft Corp.

     105,482        27,090,942  

 

 

Roche Holding AG

     53,698        17,925,877  

 

 

Sabre Corp.(a)(b)

     2,319,210        13,520,994  

 

 

Visa, Inc., Class A(a)

     160,014        31,505,157  

 

 

Walt Disney Co. (The)(b)

     120,332        11,359,341  

 

 

Zoetis, Inc.

     92,895        15,967,722  

 

 
        313,124,002  

 

 

Total Common Stocks & Other Equity Interests

    (Cost $559,149,524)

 

 

     551,678,329  

 

 

Money Market Funds–5.13%

 

  

Invesco Government & Agency Portfolio, Institutional Class,

    1.38%(c)(d)

     17,874,886        17,874,886  

 

 

Invesco Treasury Portfolio, Institutional Class, 1.35%(c)(d)

     11,916,591        11,916,591  

 

 

Total Money Market Funds (Cost $29,791,477)

 

     29,791,477  

 

 

TOTAL INVESTMENTS IN SECURITIES (excluding Investments purchased with cash collateral from securities on loan)-100.14%
(Cost $588,941,001)

 

     581,469,806  

 

 

Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds–9.10%

 

  

Invesco Private Government Fund,
1.38%(c)(d)(e)

     14,797,993        14,797,993  

 

 

Invesco Private Prime Fund,
1.66%(c)(d)(e)

     38,051,983        38,051,983  

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan (Cost $52,852,052)

 

     52,849,976  

 

 

TOTAL INVESTMENTS IN SECURITIES–109.24%
(Cost $641,793,053)

 

     634,319,782  

 

 

OTHER ASSETS LESS LIABILITIES–(9.24)%

 

     (53,635,600

 

 

NET ASSETS–100.00%

      $ 580,684,182  

 

 
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

5   Invesco Global Core Equity Fund


Notes to Schedule of Investments:

 

(a) 

All or a portion of this security was out on loan at June 30, 2022.

(b) 

Non-income producing security.

(c) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the six months ended June 30, 2022.

 

      Value
December 31, 2021
  

Purchases

at Cost

  

Proceeds

from Sales

  Change in
Unrealized
Appreciation
  

Realized
Gain

(Loss)

  

Value

June 30, 2022

   Dividend Income
Investments in Affiliated Money Market Funds:                                                                            

Invesco Government & Agency Portfolio, Institutional Class

     $ 23,912,333      $ 21,893,146      $ (27,930,593 )     $ -        $ -        $ 17,874,886      $ 34,204  

Invesco Treasury Portfolio, Institutional Class

       15,941,556        14,595,431        (18,620,396 )       -          -          11,916,591        18,030  
Investments Purchased with Cash Collateral from Securities on Loan:                                                                            

Invesco Private Government Fund

       20,115,822        98,238,741        (103,556,570 )       -          -          14,797,993        36,578*  

Invesco Private Prime Fund

       46,936,917        208,977,269        (217,851,018 )       703          (11,888)          38,051,983        99,910*  

Total

     $ 106,906,628      $ 343,704,587      $ (367,958,577 )     $ 703        $ (11,888)        $ 82,641,453      $ 188,722  

 

  *

Represents the income earned on the investment of cash collateral, which is included in securities lending income on the Statement of Operations. Does not include rebates and fees paid to lending agent or premiums received from borrowers, if any.

 

(d) 

The rate shown is the 7-day SEC standardized yield as of June 30, 2022.

(e) 

The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

Portfolio Composition

By sector, based on Net Assets

as of June 30, 2022

 

Information Technology

     31.40

Consumer Staples

     12.67  

Financials

     11.58  

Communication Services

     9.59  

Health Care

     9.17  

Industrials

     8.91  

Consumer Discretionary

     8.08  

Real Estate

     3.61  

Money Market Funds Plus Other Assets Less Liabilities

     4.99  

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

6   Invesco Global Core Equity Fund


Statement of Assets and Liabilities

June 30, 2022

(Unaudited)

 

Assets:

  

Investments in unaffiliated securities, at value
(Cost $559,149,524)*

   $ 551,678,329  

 

 

Investments in affiliated money market funds, at value (Cost $82,643,529)

     82,641,453  

 

 

Cash

     1,697  

 

 

Foreign currencies, at value (Cost $566,621)

     566,791  

 

 

Receivable for:

  

Fund shares sold

     19,912  

 

 

Dividends

     660,391  

 

 

Investment for trustee deferred compensation and retirement plans

     144,155  

 

 

Other assets

     61,736  

 

 

Total assets

     635,774,464  

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     1,371,645  

 

 

Fund shares reacquired

     239,984  

 

 

Collateral upon return of securities loaned

     52,852,052  

 

 

Accrued fees to affiliates

     319,271  

 

 

Accrued trustees’ and officers’ fees and benefits

     2,897  

 

 

Accrued other operating expenses

     108,138  

 

 

Trustee deferred compensation and retirement plans

     196,295  

 

 

Total liabilities

     55,090,282  

 

 

Net assets applicable to shares outstanding

   $ 580,684,182  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 570,216,459  

 

 

Distributable earnings

     10,467,723  

 

 
   $ 580,684,182  

 

 

Net Assets:

  

Class A

   $ 542,756,197  

 

 

Class C

   $ 4,037,543  

 

 

Class R

   $ 1,364,741  

 

 

Class Y

   $ 26,417,133  

 

 

Class R5

   $ 821,105  

 

 

Class R6

   $ 5,287,463  

 

 

Shares outstanding, no par value, with an unlimited number of shares authorized:

 

Class A

     42,560,054  

 

 

Class C

     340,394  

 

 

Class R

     107,327  

 

 

Class Y

     2,063,806  

 

 

Class R5

     62,927  

 

 

Class R6

     404,684  

 

 

Class A:

  

Net asset value per share

   $ 12.75  

 

 

Maximum offering price per share
(Net asset value of $12.75 ÷ 94.50%)

   $ 13.49  

 

 

Class C:

  

Net asset value and offering price per share

   $ 11.86  

 

 

Class R:

  

Net asset value and offering price per share

   $ 12.72  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 12.80  

 

 

Class R5:

  

Net asset value and offering price per share

   $ 13.05  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 13.07  

 

 

 

*

At June 30, 2022, securities with an aggregate value of $52,127,453 were on loan to brokers.

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

7   Invesco Global Core Equity Fund


Statement of Operations

For the six months ended June 30, 2022

(Unaudited)

 

Investment income:

 

Dividends (net of foreign withholding taxes of $434,602)

   $ 5,275,953  

 

 

Dividends from affiliated money market funds (includes securities lending income of $54,247)

     106,481  

 

 

Total investment income

     5,382,434  

 

 

Expenses:

 

Advisory fees

     2,579,055  

 

 

Administrative services fees

     53,102  

 

 

Custodian fees

     15,515  

 

 

Distribution fees:

  

Class A

     770,216  

 

 

Class C

     23,968  

 

 

Class R

     3,750  

 

 

Transfer agent fees – A, C, R and Y

     496,898  

 

 

Transfer agent fees – R5

     491  

 

 

Transfer agent fees – R6

     810  

 

 

Trustees’ and officers’ fees and benefits

     12,159  

 

 

Registration and filing fees

     41,358  

 

 

Reports to shareholders

     27,876  

 

 

Professional services fees

     31,609  

 

 

Other

     9,034  

 

 

Total expenses

     4,065,841  

 

 

Less: Fees waived, expenses reimbursed and/or expense offset arrangement(s)

     (86,030

 

 

Net expenses

     3,979,811  

 

 

Net investment income

     1,402,623  

 

 

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Unaffiliated investment securities

     53,072  

 

 

Affiliated investment securities

     (11,888

 

 

Foreign currencies

     (29,689

 

 
     11,495  

 

 

Change in net unrealized appreciation (depreciation) of:

 

Unaffiliated investment securities

     (155,051,189

 

 

Affiliated investment securities

     703  

 

 

Foreign currencies

     (34,909

 

 
     (155,085,395

 

 

Net realized and unrealized gain (loss)

     (155,073,900

 

 

Net increase (decrease) in net assets resulting from operations

   $ (153,671,277

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

8    Invesco Global Core Equity Fund


Statement of Changes in Net Assets

For the six months ended June 30, 2022 and the year ended December 31, 2021

(Unaudited)

 

    

June 30,

2022

    December 31,
2021
 

 

 

Operations:

    

Net investment income

   $ 1,402,623     $ 508,012  

 

 

Net realized gain

     11,495       45,689,621  

 

 

Change in net unrealized appreciation (depreciation)

     (155,085,395     65,370,886  

 

 

Net increase (decrease) in net assets resulting from operations

     (153,671,277     111,568,519  

 

 

Distributions to shareholders from distributable earnings:

    

Class A

           (36,895,882

 

 

Class C

           (272,344

 

 

Class R

           (83,037

 

 

Class Y

           (1,850,484

 

 

Class R5

           (58,467

 

 

Class R6

           (367,890

 

 

Total distributions from distributable earnings

           (39,528,104

 

 

Share transactions–net:

    

Class A

     (31,908,538     (35,598,155

 

 

Class C

     (596,252     (1,119,643

 

 

Class R

     (16,285     (294,029

 

 

Class Y

     (1,269,324     (1,092,219

 

 

Class R5

     (78,343     21,083  

 

 

Class R6

     (291,549     (267,609

 

 

Net increase (decrease) in net assets resulting from share transactions

     (34,160,291     (38,350,572

 

 

Net increase (decrease) in net assets

     (187,831,568     33,689,843  

 

 

Net assets:

    

Beginning of period

     768,515,750       734,825,907  

 

 

End of period

   $ 580,684,182     $ 768,515,750  

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9   Invesco Global Core Equity Fund


Financial Highlights

(Unaudited)

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

    

Net asset

value,

beginning

of period

 

Net

investment

income
(loss)(a)

 

Net gains

(losses)

on securities

(both

realized and

unrealized)

 

Total from

investment

operations

 

Dividends

from net

investment

income

 

Distributions

from net

realized

gains

 

Total

distributions

 

Net asset

value, end

of period

 

Total

return (b)

 

Net assets,

end of period

(000’s omitted)

 

Ratio of

expenses

to average

net assets

with fee waivers

and/or

expenses

absorbed

 

Ratio of

expenses

to average net

assets without

fee waivers

and/or

expenses

absorbed

 

Ratio of net

investment

income

(loss)

to average

net assets

 

Portfolio

turnover (c)

Class A

                           

Six months ended 06/30/22

    $16.02       $ 0.03       $(3.30     $(3.27     $      –       $      –       $      –       $12.75       (20.41 )%      $542,756       1.22 %(d)      1.24 %(d)      0.41 %(d)      6

Year ended 12/31/21

    14.61       0.01       2.26       2.27       (0.13     (0.73     (0.86     16.02       15.68       718,327       1.22       1.22       0.06       23  

Year ended 12/31/20

    15.66       0.14       1.78       1.92       (0.03     (2.94     (2.97     14.61       12.63       686,612       1.22       1.28       0.92       126  

Year ended 12/31/19

    12.73       0.19       2.93       3.12       (0.19           (0.19     15.66       24.53       709,829       1.22       1.28       1.33       24  

Year ended 12/31/18

    16.20       0.15       (2.53     (2.38     (0.17     (0.92     (1.09     12.73       (14.90     605,748       1.22       1.29       0.97       30  

Year ended 12/31/17

    13.89       0.12       3.04       3.16       (0.15     (0.70     (0.85     16.20       22.83       798,219       1.22       1.34       0.80       64  

Class C

                           

Six months ended 06/30/22

    14.96       (0.02     (3.08     (3.10                       11.86       (20.72     4,038       1.97 (d)      1.99 (d)      (0.34 )(d)      6  

Year ended 12/31/21

    13.67       (0.10     2.12       2.02             (0.73     (0.73     14.96       14.90       5,778       1.97       1.97       (0.69     23  

Year ended 12/31/20

    14.94       0.02       1.68       1.70       (0.03     (2.94     (2.97     13.67       11.75       6,307       1.97       2.03       0.17       126  

Year ended 12/31/19

    12.10       0.08       2.79       2.87       (0.03           (0.03     14.94       23.74       14,290       1.97       2.03       0.58       24  

Year ended 12/31/18

    15.44       0.03       (2.40     (2.37     (0.05     (0.92     (0.97     12.10       (15.58     57,163       1.97       2.04       0.22       30  

Year ended 12/31/17

    13.26       0.01       2.90       2.91       (0.03     (0.70     (0.73     15.44       21.97       81,668       1.97       2.09       0.05       64  

Class R

                           

Six months ended 06/30/22

    16.00       0.01       (3.29     (3.28                       12.72       (20.50     1,365       1.47 (d)      1.49 (d)      0.16 (d)      6  

Year ended 12/31/21

    14.58       (0.03     2.27       2.24       (0.09     (0.73     (0.82     16.00       15.49       1,732       1.47       1.47       (0.19     23  

Year ended 12/31/20

    15.68       0.10       1.77       1.87       (0.03     (2.94     (2.97     14.58       12.28       1,845       1.47       1.53       0.67       126  

Year ended 12/31/19

    12.72       0.16       2.94       3.10       (0.14           (0.14     15.68       24.38       1,963       1.47       1.53       1.08       24  

Year ended 12/31/18

    16.19       0.11       (2.53     (2.42     (0.13     (0.92     (1.05     12.72       (15.16     1,464       1.47       1.54       0.72       30  

Year ended 12/31/17

    13.88       0.09       3.03       3.12       (0.11     (0.70     (0.81     16.19       22.54       1,689       1.47       1.59       0.55       64  

Class Y

                           

Six months ended 06/30/22

    16.06       0.05       (3.31     (3.26                       12.80       (20.30     26,417       0.97 (d)      0.99 (d)      0.66 (d)      6  

Year ended 12/31/21

    14.64       0.05       2.27       2.32       (0.17     (0.73     (0.90     16.06       15.97       34,582       0.97       0.97       0.31       23  

Year ended 12/31/20

    15.64       0.17       1.80       1.97       (0.03     (2.94     (2.97     14.64       12.96       32,476       0.97       1.03       1.17       126  

Year ended 12/31/19

    12.71       0.23       2.93       3.16       (0.23           (0.23     15.64       24.87       34,547       0.97       1.03       1.58       24  

Year ended 12/31/18

    16.19       0.19       (2.54     (2.35     (0.21     (0.92     (1.13     12.71       (14.72     32,382       0.97       1.04       1.22       30  

Year ended 12/31/17

    13.88       0.16       3.04       3.20       (0.19     (0.70     (0.89     16.19       23.14       49,238       0.97       1.09       1.05       64  

Class R5

                           

Six months ended 06/30/22

    16.37       0.05       (3.37     (3.32                       13.05       (20.28     821       0.94 (d)      0.94 (d)      0.69 (d)      6  

Year ended 12/31/21

    14.90       0.06       2.31       2.37       (0.17     (0.73     (0.90     16.37       16.05       1,125       0.93       0.93       0.35       23  

Year ended 12/31/20

    15.88       0.18       1.81       1.99       (0.03     (2.94     (2.97     14.90       12.89       1,004       0.95       0.95       1.19       126  

Year ended 12/31/19

    12.90       0.24       2.97       3.21       (0.23           (0.23     15.88       24.92       755       0.95       0.95       1.60       24  

Year ended 12/31/18

    16.41       0.20       (2.58     (2.38     (0.21     (0.92     (1.13     12.90       (14.70     533       0.97       0.97       1.22       30  

Year ended 12/31/17

    14.06       0.16       3.08       3.24       (0.19     (0.70     (0.89     16.41       23.14       416       0.97       0.99       1.05       64  

Class R6

                           

Six months ended 06/30/22

    16.39       0.06       (3.38     (3.32                       13.07       (20.26     5,287       0.87 (d)      0.87 (d)      0.76 (d)      6  

Year ended 12/31/21

    14.91       0.07       2.32       2.39       (0.18     (0.73     (0.91     16.39       16.17       6,971       0.87       0.87       0.41       23  

Year ended 12/31/20

    15.88       0.19       1.81       2.00       (0.03     (2.94     (2.97     14.91       12.95       6,581       0.89       0.89       1.25       126  

Year ended 12/31/19

    12.90       0.24       2.98       3.22       (0.24           (0.24     15.88       24.98       7,085       0.90       0.90       1.65       24  

Year ended 12/31/18

    16.41       0.20       (2.57     (2.37     (0.22     (0.92     (1.14     12.90       (14.64     6,776       0.91       0.91       1.28       30  

Period ended 12/31/17(e)

    14.89       0.12       2.29       2.41       (0.19     (0.70     (0.89     16.41       16.27       11       0.97 (d)      1.01 (d)      1.05 (d)      64  

 

(a) 

Calculated using average shares outstanding.

(b) 

Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d) 

Annualized.

(e) 

Commencement date of April 4, 2017.

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10   Invesco Global Core Equity Fund


Notes to Financial Statements

June 30, 2022

(Unaudited)

NOTE 1–Significant Accounting Policies

Invesco Global Core Equity Fund (the “Fund”) is a series portfolio of AIM Funds Group (Invesco Funds Group) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.

The Fund’s investment objective is long-term growth of capital.

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.

Security Valuations – Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts may be valued up to 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible debt securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B.

Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

 

11   Invesco Global Core Equity Fund


Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C.

Country Determination – For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.

D.

Distributions – Distributions from net investment income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.

E.

Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.

G.

Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

Indemnifications – Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.

I.

Securities Lending – The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated, unregistered investment companies that comply with Rule 2a-7 under the Investment Company Act and money market funds (collectively, “affiliated money market funds”) and is shown as such on the Schedule of Investments. The Fund bears the risk of loss with respect to the investment of collateral. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. When loaning securities, the Fund retains certain benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. Lending securities entails a risk of loss to the Fund if, and to the extent that, the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. The securities loaned are subject to termination at the option of the borrower or the Fund. Upon termination, the borrower will return to the Fund the securities loaned and the Fund will return the collateral. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral and the securities may lose value during the delay which could result in potential losses to the Fund. Some of these losses may be indemnified by the lending agent. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Dividends from affiliated money market funds on the Statement of Operations. The aggregate value of securities out on loan, if any, is shown as a footnote on the Statement of Assets and Liabilities.

Invesco Advisers, Inc. (the “Adviser” or “Invesco”) serves as an affiliated securities lending agent for the Fund. The Bank of New York Mellon also continues to serve as a lending agent. To the extent the Fund utilizes the Adviser as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services in a manner consistent with the federal securities laws. For the six months ended June 30, 2022, the Fund paid the Adviser $3,459 in fees for securities lending agent services. Fees paid to the Adviser for securities lending agent services are included in Dividends from affiliated money market funds on the Statement of Operations.

J.

Foreign Currency Translations – Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends,

 

12   Invesco Global Core Equity Fund


interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

K.

Forward Foreign Currency Contracts – The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to the daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with forward foreign currency contracts include failure of the Counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

L.

COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations (including business closures) and supply chains, layoffs, lower consumer demand and employee availability, and defaults and credit downgrades, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally and cause general concern and uncertainty. The full economic impact and ongoing effects of COVID-19 (or other future epidemics or pandemics) at the macro-level and on individual businesses are unpredictable and may result in significant and prolonged effects on the Fund’s performance.

NOTE 2–Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with the Adviser. Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate  

 

 

First $250 million

     0.800%  

 

 

Next $250 million

     0.780%  

 

 

Next $500 million

     0.760%  

 

 

Next $1.5 billion

     0.740%  

 

 

Next $2.5 billion

     0.720%  

 

 

Next $2.5 billion

     0.700%  

 

 

Next $2.5 billion

     0.680%  

 

 

Over $10 billion

     0.660%  

 

 

For the six months ended June 30, 2022, the effective advisory fee rate incurred by the Fund was 0.78%.

Under the terms of a master sub-advisory agreement between the Adviser and each of 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. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least April 30, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.22%, 1.97%, 1.47%, 0.97%, 0.97% and 0.97%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on April 30, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees. To the extent that the annualized expense ratio does not exceed the expense limits, the Adviser will retain its ability to be reimbursed for such fee waivers or reimbursements prior to the end of each fiscal year.

Further, the Adviser has contractually agreed, through at least June 30, 2024, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the six months ended June 30, 2022, the Adviser waived advisory fees of $11,635 and reimbursed class level expenses of $69,871, $530, $173, $3,391, $0 and $0 of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to

 

13   Invesco Global Core Equity Fund


intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the six months ended June 30, 2022, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the six months ended June 30, 2022, IDI advised the Fund that IDI retained $7,460 in front-end sales commissions from the sale of Class A shares and $200 and $384 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the six months ended June 30, 2022, the Fund incurred $2,505 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

NOTE 3–Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 -   Prices are determined using quoted prices in an active market for identical assets.
Level 2 -   Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 -   Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of June 30, 2022. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1      Level 2      Level 3      Total  

 

 

Investments in Securities

           

 

 

Belgium

   $ 18,577,521      $        $–        $ 18,577,521  

 

 

Canada

     9,965,561                      9,965,561  

 

 

China

            14,234,998               14,234,998  

 

 

Finland

            12,466,893               12,466,893  

 

 

France

            16,694,069               16,694,069  

 

 

Germany

            36,050,347               36,050,347  

 

 

Hong Kong

            22,460,392               22,460,392  

 

 

Japan

            5,704,715               5,704,715  

 

 

Netherlands

     11,157,609                      11,157,609  

 

 

Switzerland

     235,832        24,757,529               24,993,361  

 

 

United Kingdom

            66,248,861               66,248,861  

 

 

United States

     295,198,125        17,925,877               313,124,002  

 

 

Money Market Funds

     29,791,477        52,849,976               82,641,453  

 

 

Total Investments

   $ 364,926,125      $ 269,393,657        $–        $ 634,319,782  

 

 

NOTE 4–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the six months ended June 30, 2022, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $430.

NOTE 5–Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

 

14   Invesco Global Core Equity Fund


NOTE 6–Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.

NOTE 7–Tax Information

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryforward) under income tax regulations. The tax character of distributions paid during the year and the tax components of net assets will be reported at the Fund’s fiscal year-end.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund did not have a capital loss carryforward as of December 31, 2021.

NOTE 8–Investment Transactions

The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the six months ended June 30, 2022 was $36,072,665 and $57,564,485, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis

 

Aggregate unrealized appreciation of investments

  $ 54,357,825  

 

 

Aggregate unrealized (depreciation) of investments

    (61,980,662

 

 

Net unrealized appreciation (depreciation) of investments

  $ (7,622,837

 

 

Cost of investments for tax purposes is $641,942,619.

NOTE 9–Share Information

 

     Summary of Share Activity  

 

 
     Six months ended
June 30, 2022(a)
    Year ended
December 31, 2021
 
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     235,843     $    3,320,699       575,956     $ 9,190,343  

 

 

Class C

     20,496       272,022       52,990       783,831  

 

 

Class R

     11,557       161,448       24,226       391,875  

 

 

Class Y

     201,728       2,821,329       401,585       6,398,176  

 

 

Class R5

     5,047       73,738       6,058       99,533  

 

 

Class R6

     18,000       267,731       83,651       1,383,845  

 

 

Issued as reinvestment of dividends:

        

Class A

     -       -       2,144,820       33,609,210  

 

 

Class C

     -       -       17,030       249,146  

 

 

Class R

     -       -       5,309       83,037  

 

 

Class Y

     -       -       94,893       1,489,825  

 

 

Class R5

     -       -       3,613       57,844  

 

 

Class R6

     -       -       22,130       354,526  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     23,052       320,600       67,125       1,069,812  

 

 

Class C

     (24,738     (320,600     (71,970     (1,069,812

 

 

 

15   Invesco Global Core Equity Fund


     Summary of Share Activity  

 

 
     Six months ended
June 30, 2022(a)
    Year ended
December 31, 2021
 
     Shares     Amount     Shares     Amount  

 

 

Reacquired:

        

Class A

     (2,527,084   $ (35,549,837     (4,966,058   $ (79,467,520

 

 

Class C

     (41,633     (547,674     (73,084     (1,082,808

 

 

Class R

     (12,516     (177,733     (47,798     (768,941

 

 

Class Y

     (290,724     (4,090,653     (562,566     (8,980,220

 

 

Class R5

     (10,856     (152,081     (8,311     (136,294

 

 

Class R6

     (38,682     (559,280     (121,739     (2,005,980

 

 

Net increase (decrease) in share activity

     (2,430,510   $ (34,160,291     (2,352,140   $ (38,350,572

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 54% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

16   Invesco Global Core Equity Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2022 through June 30, 2022.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

    The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

    Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

          ACTUAL  

HYPOTHETICAL

(5% annual return before

expenses)

    
     Beginning
    Account Value    
(01/01/22)
  Ending
    Account Value    
(06/30/22)1
  Expenses
    Paid During    
Period2
  Ending
      Account Value      
(06/30/22)
  Expenses
      Paid During      
Period2
 

      Annualized    
Expense

Ratio

Class A

  $1,000.00   $795.90   $5.43   $1,018.74   $6.11     1.22% 

Class C

    1,000.00     792.80     8.76     1,015.03     9.84     1.97    

Class R

    1,000.00     795.00     6.54     1,017.50     7.35     1.47    

Class Y

    1,000.00     797.00     4.32     1,019.98     4.86     0.97    

Class R5

    1,000.00     797.20     4.19     1,020.13     4.71     0.94    

Class R6

    1,000.00     797.40     3.88     1,020.48     4.36     0.87    

 

1 

The actual ending account value is based on the actual total return of the Fund for the period January 1, 2022 through June 30, 2022, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half year.

 

17   Invesco Global Core Equity Fund


Approval of Investment Advisory and Sub-Advisory Contracts

 

At meetings held on June 13, 2022, the Board of Trustees (the Board or the Trustees) of AIM Funds Group (Invesco Funds Group) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Invesco Global Core Equity Fund’s (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with 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. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2022. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

The Board’s Evaluation Process

The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.

As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees and the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable in accordance with certain negotiated regulatory requirements. In

addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on May 2, 2022 and June 13, 2022, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 13, 2022.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of, and reports related to, Invesco Advisers’ global security program and business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the remote and hybrid working environment resulting from the novel coronavirus (“COVID-19”) pandemic and paved the way for a hybrid working framework in a normalized environment as employees return to the office. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers’ systems preparedness and ongoing investment enabled Invesco Advisers to manage, operate and oversee the Invesco Funds with minimal impact or disruption through challenging environments. The Board

reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.

B.

Fund Investment Performance

The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement as well as the sub-advisory contracts for the Fund, as Invesco Canada Ltd. currently manages assets of the Fund.

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2021 to the performance of funds in the Broadridge performance universe and against the MSCI World Index (Index). The Board noted that performance of Class A shares of the Fund was in the third quintile of its performance universe for the one year period and the fifth quintile for the three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was below the performance of the Index for the one, three and five year periods. The Board noted that the Fund’s stock selection in certain sectors, as well as the Fund’s exposure to certain Chinese issuers, detracted from Fund performance. The Board noted that the Fund underwent a change with respect to the Fund’s investment process and portfolio management team in October 2020, and that performance results prior to such date were those of the prior investment process and portfolio management team. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other

 

 

18   Invesco Global Core Equity Fund


performance metrics, which did not change its conclusions.

C.

Advisory and Sub-Advisory Fees and Fund Expenses

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.

  The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

  The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.

  The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that Invesco Advisers retains overall responsibility for, and provides services to, sub-advised Invesco Funds, including oversight of the Affiliated Sub-Advisers as well as the additional services described herein other than day-to-day portfolio management.

D.

Economies of Scale and Breakpoints

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.

E.

Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the

profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and the periodic review and enhancement of such methodology. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.

F.

Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.

  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount

equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.

  The Board considered that Invesco Advisers may serve as the Fund’s affiliated securities lending agent and evaluated the benefits realized by Invesco Advisers when serving in such role, including the compensation received. The Board considered Invesco Advisers’ securities lending platform and corporate governance structure for securities lending, including Invesco Advisers’ Securities Lending Governance Committee and its related responsibilities. The Board noted that to the extent the Fund utilizes Invesco Advisers as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services without obtaining exemptive relief. The Board considered information provided by Invesco Advisers related to the performance of Invesco Advisers as securities lending agent, including a summary of the securities lending services provided to the Fund by Invesco Advisers and the compensation paid to Invesco Advisers for such services, as well as any revenues generated for the Fund in connection with such securities lending activity and the allocation of such revenue between the Fund and Invesco Advisers.

  The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

 

19   Invesco Global Core Equity Fund


 

 

LOGO

Go paperless with eDelivery

Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.

With eDelivery, you can elect to have any or all of the following materials delivered straight to your inbox to download, save and print from your own computer:

Fund reports and prospectuses

Quarterly statements

Daily confirmations

Tax forms

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/ corporate/about-us/esg. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

 

LOGO

 

SEC file number(s): 811-01540 and 002-27334    Invesco Distributors, Inc.    GCE-SAR-1


LOGO

 

   
Semiannual Report to Shareholders   June 30, 2022

Invesco EQV International Small Company Fund

Effective April 29, 2022 Invesco International Small Company Fund was renamed Invesco EQV International Small Company Fund.

Nasdaq:

A: IEGAX C: IEGCX Y: IEGYX R5: IEGIX R6: IEGFX

 

    

   
2   Fund Performance
4   Liquidity Risk Management Program
5   Schedule of Investments
8   Financial Statements
11   Financial Highlights
12   Notes to Financial Statements
18   Fund Expenses
19   Approval of Investment Advisory and Sub-Advisory Contracts

For the most current month-end Fund performance and commentary, please visit invesco.com/performance.

Unless otherwise noted, all data is provided by Invesco.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE


 

Fund Performance

 

 

   

Performance summary

 

 
   

Fund vs. Indexes

 

Cumulative total returns, 12/31/21 to 6/30/22, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

    -15.01

Class C Shares

    -15.33  

Class Y Shares

    -14.90  

Class R5 Shares

    -14.86  

Class R6 Shares

    -14.83  

MSCI All Country World ex USA Small Cap Index (Broad Market/Style-Specific Index)

    -22.92  

Source(s): RIMES Technologies Corp.

 

The MSCI All Country World ex USA Small Cap Index represents the performance of small-cap stocks in developed and emerging markets, excluding the US. The index is computed using the net return, which withholds applicable taxes for non-resident investors.

 

    The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

 

    A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

 

For more information about your Fund

Read the most recent quarterly commentary from your Fund’s portfolio managers by visiting invesco.com/us. Click on “Products” and select “Mutual Funds.” Use the “Product Finder” to locate your Fund; then click on its name to access its product detail page. There, you can learn more about your Fund’s investment strategies, holdings and performance.

    Also, visit blog.invesco.us.com, where many of Invesco’s investment professionals share their insights about market and economic news and trends.

 

 

 

2   Invesco EQV International Small Company Fund


    

    

    

 

Average Annual Total Returns

 

As of 6/30/22, including maximum applicable sales charges

 

Class A Shares

        

  Inception (8/31/00)

     7.89

  10 Years

     4.85  

5 Years

     2.16  

1 Year

     -18.16  

  Class C Shares

        

  Inception (8/31/00)

     7.89

  10 Years

     4.82  

5 Years

     2.57  

1 Year

     -14.89  

  Class Y Shares

        

  Inception (10/3/08)

     7.58

  10 Years

     5.71  

5 Years

     3.60  

1 Year

     -13.16  

  Class R5 Shares

        

  Inception (10/25/05)

     7.02

  10 Years

     5.82  

5 Years

     3.71  

1 Year

     -13.10  

  Class R6 Shares

        

  10 Years

     5.89

5 Years

     3.79  

1 Year

     -13.01  

Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares.

    The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

    Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in

the past, returns would have been lower. See current prospectus for more information.

 

 

3   Invesco EQV International Small Company Fund


 

Liquidity Risk Management Program

 

 

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid,” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 21-23, 2022, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from January 1, 2021 through December 31, 2021 (the “Program Reporting Period”). The Report discussed notable events affecting liquidity over the Program Reporting Period, including the impact of the coronavirus pandemic on the Fund and the overall market. The Report noted that there were no material changes to the Program during the Program Reporting Period.

The Report stated, in relevant part, that during the Program Reporting Period:

The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;

The Fund’s investment strategy remained appropriate for an open-end fund;

The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;

The Fund did not breach the 15% limit on Illiquid Investments; and

The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.

 

4   Invesco EQV International Small Company Fund


Schedule of Investments

June 30, 2022

(Unaudited)

 

      Shares      Value

Common Stocks & Other Equity Interests–90.94%

Brazil–4.44%

     

Multiplan Empreendimentos Imobiliarios S.A.

     1,484,800      $    6,227,509

TOTVS S.A.

     689,700      3,065,363

Wilson Sons Holdings Brasil S.A.

     3,353,382      4,997,923
              14,290,795

Canada–12.44%

     

Calian Group Ltd.

     229,300      11,233,420

E-L Financial Corp. Ltd.

     13,106      8,043,614

Information Services Corp.

     404,100      6,602,100

Total Energy Services, Inc.

     670,190      3,889,310

TransGlobe Energy Corp.

     2,479,569      8,456,578

Trican Well Service Ltd.(a)

     639,308      1,832,696
              40,057,718

China–2.36%

     

Tongcheng Travel Holdings Ltd.(a)(b)

     3,448,400      7,584,023

Denmark–0.59%

     

TCM Group A/S(b)

     183,645      1,893,873

Egypt–2.44%

     

Eastern Co. S.A.E.

     5,694,856      3,120,054

Integrated Diagnostics Holdings PLC(b)

     6,300,100      4,739,137
              7,859,191

France–8.61%

     

Groupe Gorge S.A.

     179,005      3,186,109

Guillemot Corp.(c)

     200,116      2,371,615

Kaufman & Broad S.A.

     173,837      4,740,004

Linedata Services

     58,928      2,513,399

Metropole Television S.A.

     125,460      1,853,661

Neurones

     70,000      2,612,565

Precia S.A.(d)

     306,210      10,445,739
              27,723,092

Georgia–1.82%

     

TBC Bank Group PLC

     380,586      5,858,208

Germany–2.09%

     

Cherry AG

     313,000      2,729,160

MorphoSys AG(a)

     36,120      710,658

VITA 34 AG(a)

     296,986      3,283,853
              6,723,671

Greece–1.62%

     

European Reliance General Insurance Co. S.A.(a)

     655,000      5,205,454

India–1.41%

     

Emami Ltd.

     851,987      4,539,379

Indonesia–5.03%

     

PT Kalbe Farma Tbk

     44,763,800      4,987,850

PT Mitra Keluarga Karyasehat Tbk(b)

     33,056,300      6,102,611

PT Pakuwon Jati Tbk(a)

     161,499,300      5,113,064
              16,203,525
      Shares      Value

Ireland–0.54%

     

Origin Enterprises PLC

     405,000      $    1,744,358

Italy–3.05%

     

Danieli & C. Officine Meccaniche S.p.A., RSP

     266,310      3,749,873

Openjobmetis Spa agenzia per il lavoro

     340,146      3,208,694

Technogym S.p.A.(b)

     436,169      2,856,236
              9,814,803

Japan–3.14%

     

Nabtesco Corp.(c)

     134,800      3,152,762

Zuken, Inc.

     308,900      6,960,705
              10,113,467

Kenya–2.23%

     

Vivo Energy PLC(b)

     4,044,516      7,186,058

Malaysia–2.24%

     

Bursa Malaysia Bhd.

     2,283,700      3,435,849

Heineken Malaysia Bhd.

     720,700      3,765,021
              7,200,870

Malta–0.63%

     

Kindred Group PLC, SDR

     245,000      2,037,810

Mexico–4.57%

     

Bolsa Mexicana de Valores S.A.B. de C.V.

     4,325,494      7,676,814

Grupo Aeroportuario del Centro Norte S.A.B. de C.V.

     1,101,066      7,042,398
              14,719,212

Netherlands–0.95%

     

SBM Offshore N.V.

     223,727      3,042,685

New Zealand–0.58%

     

Freightways Ltd.

     325,132      1,856,181

Poland–2.91%

     

LiveChat Software S.A.

     253,000      5,569,226

Mo-BRUK S.A.

     47,400      3,048,512

Skarbiec Holding S.A.(a)(b)

     166,000      763,496
              9,381,234

Romania–2.02%

     

Fondul Proprietatea S.A.

     14,855,342      6,488,510

Singapore–1.00%

     

XP Power Ltd.

     92,939      3,224,532

South Africa–2.53%

     

Combined Motor Holdings Ltd.

     2,114,569      3,454,444

Karooooo Ltd.(a)

     214,000      4,675,900
              8,130,344

South Korea–1.64%

     

Douzone Bizon Co. Ltd.

     52,160      1,470,357

LEENO Industrial, Inc.

     38,146      3,823,731
              5,294,088
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

5   Invesco EQV International Small Company Fund


      Shares      Value

Spain–0.75%

     

Construcciones y Auxiliar de Ferrocarriles S.A.

     81,396      $    2,397,904

Sweden–0.52%

     

Proact IT Group AB

     249,786      1,663,256

Switzerland–1.11%

     

Kardex Holding AG

     21,500      3,576,971

Taiwan–1.18%

     

Visual Photonics Epitaxy Co. Ltd.

     1,570,000      3,796,503

United Kingdom–15.85%

     

4imprint Group PLC

     65,000      1,836,620

Bioventix PLC

     32,000      1,344,296

Character Group PLC (The)

     440,000      2,704,768

Clarkson PLC

     142,000      5,203,261

DCC PLC

     108,144      6,757,363

EMIS Group PLC(c)

     178,500      4,053,247

Eurocell PLC

     1,106,000      2,480,490

HomeServe PLC

     422,495      6,026,627

IG Group Holdings PLC

     773,455      6,529,862

Jupiter Fund Management PLC

     315,948      570,253

Mortgage Advice Bureau Holdings Ltd.

     673,446      7,389,591

Renew Holdings PLC

     133,911      1,043,263

Savills PLC

     413,099      5,093,258
              51,032,899

United States–0.59%

     

Epsilon Energy Ltd.

     322,280      1,898,229
     Shares      Value  

 

 

Vietnam–0.06%

     

Masan Consumer Corp.

     42,900      $        179,787  

 

 

Total Common Stocks & Other Equity Interests
(Cost $261,319,461)

 

     292,718,630  

 

 

Money Market Funds–8.48%

     

Invesco Government & Agency Portfolio, Institutional Class, 1.38%(d)(e)

     9,501,089        9,501,089  

 

 

Invesco Liquid Assets Portfolio, Institutional Class, 1.41%(d)(e)

     6,953,017        6,952,321  

 

 

Invesco Treasury Portfolio, Institutional Class, 1.35%(d)(e)

     10,858,387        10,858,387  

 

 

Total Money Market Funds
(Cost $27,311,183)

 

     27,311,797  

 

 

TOTAL INVESTMENTS IN SECURITIES
(excluding Investments purchased with cash collateral from securities on loan)–99.42%
(Cost $288,630,644)

 

     320,030,427  

 

 

Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds–1.82%

     

Invesco Private Government Fund, 1.38%(d)(e)(f)

     1,652,760        1,652,760  

 

 

Invesco Private Prime Fund,
1.66%(d)(e)(f)

     4,198,798        4,198,798  

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan
(Cost $5,851,693)

 

     5,851,558  

 

 

TOTAL INVESTMENTS IN SECURITIES–101.24%
(Cost $294,482,337)

 

     325,881,985  

 

 

OTHER ASSETS LESS LIABILITIES–(1.24)%

 

     (4,002,053

 

 

NET ASSETS–100.00%

 

   $ 321,879,932  

 

 
 

 

Investment Abbreviations:

RSP – Registered Savings Plan Shares

SDR – Swedish Depository Receipt

Notes to Schedule of Investments:

 

(a)

Non-income producing security.

(b)

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2022 was $31,125,434, which represented 9.67% of the Fund’s Net Assets.

(c)

All or a portion of this security was out on loan at June 30, 2022.

(d)

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the six months ended June 30, 2022.

 

     Value
December 31, 2021
 

Purchases

at Cost

 

Proceeds

from Sales

  Change in
Unrealized
Appreciation
(Depreciation)
 

Realized

Gain

(Loss)

  Value
June 30, 2022
  Dividend Income
Investments in Affiliated Money Market Funds:                                                        

Invesco Government & Agency Portfolio, Institutional Class

      $ 9,144,542             $ 13,793,802             $ (13,437,255 )            $ -         $ -         $ 9,501,089           $18,801  

Invesco Liquid Assets Portfolio, Institutional Class

    6,699,851       9,852,716       (9,598,039     521           (2,728 )          6,952,321           13,302      

Invesco Treasury Portfolio, Institutional Class

    10,450,906       15,764,345       (15,356,864     -       -       10,858,387       17,219  
Investments Purchased with Cash Collateral from Securities on Loan:                                                        

Invesco Private Government Fund

    68,922       4,385,278       (2,801,440     -       -       1,652,760       801*  

Invesco Private Prime Fund

    160,819       10,318,013       (6,279,630     (135     (269     4,198,798       2,464*  

Total

      $ 26,525,040         $ 54,114,154         $ (47,473,228       $ 386         $ (2,997       $ 33,163,355           $52,587  

 

  *

Represents the income earned on the investment of cash collateral, which is included in securities lending income on the Statement of Operations. Does not include rebates and fees paid to lending agent or premiums received from borrowers, if any.

 

(e)

The rate shown is the 7-day SEC standardized yield as of June 30, 2022.

(f)

The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

6   Invesco EQV International Small Company Fund


Portfolio Composition

By sector, based on Net Assets

as of June 30, 2022

 

Industrials

     25.67

Financials

     14.13  

Information Technology

     12.82  

Consumer Discretionary

     12.15  

Health Care

     7.83  

Real Estate

     7.16  

Energy

     5.94  

Consumer Staples

     4.09  

Other Sectors, Each Less than 2% of Net Assets

     1.15  

Money Market Funds Plus Other Assets Less Liabilities

     9.06  

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

7   Invesco EQV International Small Company Fund


Statement of Assets and Liabilities

June 30, 2022

(Unaudited)

 

Assets:

  

Investments in unaffiliated securities, at value
(Cost $261,319,461)*

   $ 292,718,630  

 

 

Investments in affiliated money market funds, at value (Cost $33,162,876)

     33,163,355  

 

 

Foreign currencies, at value (Cost $1,095,871)

     1,088,684  

 

 

Receivable for:

  

Investments sold

     14,528  

 

 

Fund shares sold

     833,595  

 

 

Dividends

     3,631,361  

 

 

Investment for trustee deferred compensation and retirement plans

     91,869  

 

 

Other assets

     50,953  

 

 

Total assets

     331,592,975  

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     2,961,483  

 

 

Fund shares reacquired

     576,237  

 

 

Collateral upon return of securities loaned

     5,851,693  

 

 

Accrued fees to affiliates

     118,370  

 

 

Accrued trustees’ and officers’ fees and benefits

     2,342  

 

 

Accrued other operating expenses

     103,089  

 

 

Trustee deferred compensation and retirement plans

     99,829  

 

 

Total liabilities

     9,713,043  

 

 

Net assets applicable to shares outstanding

   $ 321,879,932  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 290,214,490  

 

 

Distributable earnings

     31,665,442  

 

 
   $ 321,879,932  

 

 

Net Assets:

  

Class A

   $ 127,895,194  

 

 

Class C

   $ 2,738,815  

 

 

Class Y

   $ 40,743,869  

 

 

Class R5

   $ 17,316,862  

 

 

Class R6

   $ 133,185,192  

 

 

Shares outstanding, no par value, with an unlimited number of shares authorized:

 

Class A

     7,103,457  

 

 

Class C

     161,556  

 

 

Class Y

     2,257,384  

 

 

Class R5

     969,170  

 

 

Class R6

     7,458,579  

 

 

Class A:

  

Net asset value per share

   $ 18.00  

 

 

Maximum offering price per share
(Net asset value of $18.00 ÷ 94.50%)

   $ 19.05  

 

 

Class C:

  

Net asset value and offering price per share

   $ 16.95  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 18.05  

 

 

Class R5:

  

Net asset value and offering price per share

   $ 17.87  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 17.86  

 

 

 

*

At June 30, 2022, securities with an aggregate value of $5,446,377 were on loan to brokers.

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

8   Invesco EQV International Small Company Fund


Statement of Operations

For the six months ended June 30, 2022

(Unaudited)

 

Investment income:

  

Dividends (net of foreign withholding taxes of $1,050,850)

   $ 9,324,276  

 

 

Dividends from affiliates (includes securities lending income of $100,269)

     149,591  

 

 

Total investment income

     9,473,867  

 

 

Expenses:

  

Advisory fees

     1,546,969  

 

 

Administrative services fees

     24,791  

 

 

Custodian fees

     25,270  

 

 

Distribution fees:

  

Class A

     175,196  

 

 

Class C

     15,764  

 

 

Transfer agent fees – A, C and Y

     176,547  

 

 

Transfer agent fees – R5

     5,833  

 

 

Transfer agent fees – R6

     21,133  

 

 

Trustees’ and officers’ fees and benefits

     9,153  

 

 

Registration and filing fees

     40,253  

 

 

Reports to shareholders

     28,676  

 

 

Professional services fees

     33,164  

 

 

Taxes

     3,102  

 

 

Other

     5,548  

 

 

Total expenses

     2,111,399  

 

 

Less: Fees waived

     (11,136

 

 

Net expenses

     2,100,263  

 

 

Net investment income

     7,373,604  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Unaffiliated investment securities

     (3,394,321

 

 

Affiliated investment securities

     (2,997

 

 

Foreign currencies

     (114,609

 

 
     (3,511,927

 

 

Change in net unrealized appreciation (depreciation) of:

  

Unaffiliated investment securities

     (57,890,407

 

 

Affiliated investment securities

     386  

 

 

Foreign currencies

     (40,060

 

 
     (57,930,081

 

 

Net realized and unrealized gain (loss)

     (61,442,008

 

 

Net increase (decrease) in net assets resulting from operations

   $ (54,068,404

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9   Invesco EQV International Small Company Fund


Statement of Changes in Net Assets

For the six months ended June 30, 2022 and the year ended December 31, 2021

(Unaudited)

 

     June 30,     December 31,  
     2022     2021  

 

 

Operations:

    

Net investment income

   $ 7,373,604     $ 4,167,159  

 

 

Net realized gain (loss)

     (3,511,927     11,625,067  

 

 

Change in net unrealized appreciation (depreciation)

     (57,930,081     31,722,209  

 

 

Net increase (decrease) in net assets resulting from operations

     (54,068,404     47,514,435  

 

 

Distributions to shareholders from distributable earnings:

    

Class A

           (6,113,393

 

 

Class C

           (128,495

 

 

Class Y

           (1,668,013

 

 

Class R5

           (479,671

 

 

Class R6

           (5,856,055

 

 

Total distributions from distributable earnings

           (14,245,627

 

 

Share transactions–net:

    

Class A

     (393,293     6,379,187  

 

 

Class C

     (212,755     (88,626

 

 

Class Y

     9,574,780       (912,243

 

 

Class R5

     8,658,276       3,924,448  

 

 

Class R6

     22,362,701       42,324,774  

 

 

Net increase in net assets resulting from share transactions

     39,989,709       51,627,540  

 

 

Net increase (decrease) in net assets

     (14,078,695     84,896,348  

 

 

Net assets:

    

Beginning of period

     335,958,627       251,062,279  

 

 

End of period

   $ 321,879,932     $ 335,958,627  

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10   Invesco EQV International Small Company Fund


Financial Highlights

(Unaudited)

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

   

Net asset

value,

beginning

of period

   

Net

investment

income
(loss)(a)

   

Net gains

(losses)

on securities

(both

realized and

unrealized)

   

Total from

investment

operations

   

Dividends

from net

investment

income

   

Distributions

from net

realized

gains

   

Total

distributions

   

Net asset

value, end

of period

   

Total

return (b)

   

Net assets,

end of period

(000’s omitted)

   

Ratio of

expenses

to average

net assets

with fee waivers

and/or

expenses

absorbed

   

Ratio of

expenses

to average net

assets without

fee waivers

and/or

expenses

absorbed

   

Ratio of net

investment

income
(loss)

to average

net assets

   

Portfolio

turnover (c)

 

Class A

                                                                                                               

Six months ended 06/30/22

    $21.18       $ 0.42 (d)      $(3.60     $(3.18     $        -       $        -       $        -       $18.00       (15.01 )%      $127,895       1.45 %(e)      1.46 %(e)      4.24 %(d)(e)      6

Year ended 12/31/21

    18.67       0.26       3.14       3.40       (0.38     (0.51     (0.89     21.18       18.38       150,947       1.47       1.47       1.21       6  

Year ended 12/31/20

    17.13       0.09       1.66       1.75       (0.10     (0.11     (0.21     18.67       10.23       127,417       1.60       1.61       0.57       10  

Year ended 12/31/19

    15.14       0.28       2.49       2.77       (0.40     (0.38     (0.78     17.13       18.37       139,919       1.55       1.56       1.70       10  

Year ended 12/31/18

    19.33       0.38 (f)      (3.98     (3.60     (0.34     (0.25     (0.59     15.14       (18.67     131,610       1.55       1.56       2.07 (f)      15  

Year ended 12/31/17

    15.44       0.27       4.84       5.11       (0.52     (0.70     (1.22     19.33       33.42       162,497       1.58       1.59       1.48       16  

Class C

                                                                                                               

Six months ended 06/30/22

    20.02       0.32 (d)      (3.39     (3.07     -       -       -       16.95       (15.33     2,739       2.20 (e)      2.21 (e)      3.49 (d)(e)      6  

Year ended 12/31/21

    17.69       0.09       2.98       3.07       (0.23     (0.51     (0.74     20.02       17.51       3,472       2.22       2.22       0.46       6  

Year ended 12/31/20

    16.30       (0.03     1.55       1.52       (0.02     (0.11     (0.13     17.69       9.36       3,151       2.35       2.36       (0.18     10  

Year ended 12/31/19

    14.41       0.15       2.36       2.51       (0.24     (0.38     (0.62     16.30       17.45       4,213       2.30       2.31       0.95       10  

Year ended 12/31/18

    18.38       0.23 (f)      (3.76     (3.53     (0.19     (0.25     (0.44     14.41       (19.24     12,845       2.30       2.31       1.32 (f)      15  

Year ended 12/31/17

    14.73       0.13       4.61       4.74       (0.39     (0.70     (1.09     18.38       32.46       19,819       2.33       2.34       0.73       16  

Class Y

                                                                                                               

Six months ended 06/30/22

    21.21       0.44       (3.60     (3.16     -       -       -       18.05       (14.90     40,744       1.20 (e)      1.21 (e)      4.49 (d)(e)      6  

Year ended 12/31/21

    18.69       0.31       3.16       3.47       (0.44     (0.51     (0.95     21.21       18.70       37,629       1.22       1.22       1.46       6  

Year ended 12/31/20

    17.15       0.13       1.66       1.79       (0.14     (0.11     (0.25     18.69       10.47       34,240       1.35       1.36       0.82       10  

Year ended 12/31/19

    15.16       0.32       2.50       2.82       (0.45     (0.38     (0.83     17.15       18.66       46,477       1.30       1.31       1.95       10  

Year ended 12/31/18

    19.36       0.43 (f)      (3.99     (3.56     (0.39     (0.25     (0.64     15.16       (18.44     42,878       1.30       1.31       2.32 (f)      15  

Year ended 12/31/17

    15.46       0.32       4.84       5.16       (0.56     (0.70     (1.26     19.36       33.74       62,218       1.33       1.34       1.73       16  

Class R5

                                                                                                               

Six months ended 06/30/22

    20.99       0.44 (d)      (3.56     (3.12     -       -       -       17.87       (14.86     17,317       1.11 (e)      1.12 (e)      4.58 (d)(e)      6  

Year ended 12/31/21

    18.51       0.32       3.13       3.45       (0.46     (0.51     (0.97     20.99       18.78       11,009       1.13       1.13       1.55       6  

Year ended 12/31/20

    16.98       0.15       1.65       1.80       (0.16     (0.11     (0.27     18.51       10.64       6,297       1.22       1.23       0.95       10  

Year ended 12/31/19

    15.01       0.34       2.48       2.82       (0.47     (0.38     (0.85     16.98       18.84       5,656       1.18       1.19       2.07       10  

Year ended 12/31/18

    19.18       0.44 (f)      (3.96     (3.52     (0.40     (0.25     (0.65     15.01       (18.37     5,059       1.21       1.22       2.41 (f)      15  

Year ended 12/31/17

    15.32       0.33       4.81       5.14       (0.58     (0.70     (1.28     19.18       33.90       6,433       1.24       1.25       1.82       16  

Class R6

                                                                                                               

Six months ended 06/30/22

    20.97       0.45 (d)      (3.56     (3.11     -       -       -       17.86       (14.83     133,185       1.04 (e)      1.05 (e)      4.65 (d)(e)      6  

Year ended 12/31/21

    18.49       0.34       3.12       3.46       (0.47     (0.51     (0.98     20.97       18.88       132,901       1.06       1.06       1.62       6  

Year ended 12/31/20

    16.96       0.16       1.65       1.81       (0.17     (0.11     (0.28     18.49       10.72       79,958       1.15       1.16       1.02       10  

Year ended 12/31/19

    15.00       0.35       2.47       2.82       (0.48     (0.38     (0.86     16.96       18.88       79,608       1.11       1.12       2.14       10  

Year ended 12/31/18

    19.17       0.45 (f)      (3.95     (3.50     (0.42     (0.25     (0.67     15.00       (18.31     75,590       1.14       1.15       2.48 (f)      15  

Year ended 12/31/17

    15.31       0.36       4.80       5.16       (0.60     (0.70     (1.30     19.17       34.04       82,244       1.15       1.16       1.91       16  

 

(a)

Calculated using average shares outstanding.

(b)

Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.

(c)

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d)

Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the six months ended June 30, 2022. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.32 and 3.72%, $0.22 and 2.97%, $0.34 and 3.97%, $0.34 and 4.06% and $0.35 and 4.13% for Class A, Class C, Class Y, Class R5 and Class R6 shares, respectively.

(e)

Annualized.

(f)

Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the year ended December 31, 2018. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.33 and 1.82%, $0.18 and 1.07%, $0.38 and 2.07%, $0.39 and 2.16% and $0.40 and 2.23% for Class A, Class C, Class Y, Class R5 and Class R6 shares, respectively.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

11   Invesco EQV International Small Company Fund


Notes to Financial Statements

June 30, 2022

(Unaudited)

NOTE 1–Significant Accounting Policies

Invesco EQV International Small Company Fund, formerly Invesco International Small Company Fund, (the “Fund”) is a series portfolio of AIM Funds Group (Invesco Funds Group) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.

The Fund’s investment objective is long-term growth of capital.

The Fund currently consists of five different classes of shares: Class A, Class C, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.

Security Valuations – Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts may be valued up to 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible debt securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B.

Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

 

12   Invesco EQV International Small Company Fund


Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C.

Country Determination – For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.

D.

Distributions – Distributions from net investment income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.

E.

Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.

G.

Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

Indemnifications – Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.

I.

Securities Lending – The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated, unregistered investment companies that comply with Rule 2a-7 under the Investment Company Act and money market funds (collectively, “affiliated money market funds”) and is shown as such on the Schedule of Investments. The Fund bears the risk of loss with respect to the investment of collateral. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. When loaning securities, the Fund retains certain benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. Lending securities entails a risk of loss to the Fund if, and to the extent that, the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. The securities loaned are subject to termination at the option of the borrower or the Fund. Upon termination, the borrower will return to the Fund the securities loaned and the Fund will return the collateral. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral and the securities may lose value during the delay which could result in potential losses to the Fund. Some of these losses may be indemnified by the lending agent. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Dividends from affiliated money market funds on the Statement of Operations. The aggregate value of securities out on loan, if any, is shown as a footnote on the Statement of Assets and Liabilities.

Invesco Advisers, Inc. (the “Adviser” or “Invesco”) serves as an affiliated securities lending agent for the Fund. The Bank of New York Mellon also continues to serve as a lending agent. To the extent the Fund utilizes the Adviser as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services in a manner consistent with the federal securities laws. For the six months ended June 30, 2022, there were no securities lending transactions with the Adviser. Fees paid to the Adviser for securities lending agent services are included in Dividends from affiliated money market funds on the Statement of Operations.

J.

Foreign Currency Translations – Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends,

 

13   Invesco EQV International Small Company Fund


interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

K.

Forward Foreign Currency Contracts – The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to the daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with forward foreign currency contracts include failure of the Counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

L.

COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations (including business closures) and supply chains, layoffs, lower consumer demand and employee availability, and defaults and credit downgrades, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally and cause general concern and uncertainty. The full economic impact and ongoing effects of COVID-19 (or other future epidemics or pandemics) at the macro-level and on individual businesses are unpredictable and may result in significant and prolonged effects on the Fund’s performance.

NOTE 2–Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with the Adviser. Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate  

First $250 million

     0.935

Next $250 million

     0.910

Next $500 million

     0.885

Next $1.5 billion

     0.860

Next $2.5 billion

     0.835

Next $2.5 billion

     0.810

Next $2.5 billion

     0.785

Over $10 billion

     0.760

For the six months ended June 30, 2022, the effective advisory fee rate incurred by the Fund was 0.93%.

Under the terms of a master sub-advisory agreement between the Adviser and each of 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. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class Y, Class R5 and Class R6 shares to 2.25%, 3.00%, 2.00%, 2.00% and 2.00% of the Fund’s average daily net assets, respectively (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2024, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the six months ended June 30, 2022, the Adviser waived advisory fees of $11,136.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

 

14   Invesco EQV International Small Company Fund


The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A and Class C shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of Class C shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the six months ended June 30, 2022, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the six months ended June 30, 2022, IDI advised the Fund that IDI retained $9,367 in front-end sales commissions from the sale of Class A shares and $622 and $94 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the six months ended June 30, 2022, the Fund incurred $307 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

NOTE 3–Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

        Level 1 -   Prices are determined using quoted prices in an active market for identical assets.
        Level 2 -   Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
        Level 3 -   Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of June 30, 2022. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

      Level 1      Level 2      Level 3   Total  

Investments in Securities

                                  

Brazil

   $   14,290,795      $          $–       $   14,290,795  

Canada

     40,057,718                     40,057,718  

China

                7,584,023              7,584,023  

Denmark

            1,893,873              1,893,873  

Egypt

     3,120,054        4,739,137              7,859,191  

France

            27,723,092              27,723,092  

Georgia

            5,858,208              5,858,208  

Germany

            6,723,671              6,723,671  

Greece

            5,205,454              5,205,454  

India

            4,539,379              4,539,379  

Indonesia

            16,203,525              16,203,525  

Ireland

            1,744,358              1,744,358  

Italy

            9,814,803              9,814,803  

Japan

            10,113,467              10,113,467  

Kenya

            7,186,058              7,186,058  

Malaysia

            7,200,870              7,200,870  

Malta

            2,037,810              2,037,810  

Mexico

     14,719,212                     14,719,212  

Netherlands

            3,042,685              3,042,685  

New Zealand

            1,856,181              1,856,181  

Poland

            9,381,234              9,381,234  

Romania

            6,488,510              6,488,510  

Singapore

            3,224,532              3,224,532  

South Africa

     4,675,900        3,454,444              8,130,344  

South Korea

            5,294,088              5,294,088  

Spain

            2,397,904              2,397,904  

Sweden

            1,663,256              1,663,256  

Switzerland

            3,576,971              3,576,971  

Taiwan

            3,796,503              3,796,503  

United Kingdom

            51,032,899              51,032,899  

 

15   Invesco EQV International Small Company Fund


      Level 1      Level 2      Level 3    Total  

United States

   $ 1,898,229      $        $–      $ 1,898,229  

Vietnam

            179,787               179,787  

Money Market Funds

     27,311,797        5,851,558               33,163,355  

Total Investments

   $ 106,073,705      $ 219,808,280        $–      $ 325,881,985  

NOTE 4–Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 5–Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.

NOTE 6–Tax Information

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryforward) under income tax regulations. The tax character of distributions paid during the year and the tax components of net assets will be reported at the Fund’s fiscal year-end.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund did not have a capital loss carryforward as of December 31, 2021.

NOTE 7–Investment Transactions

The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the six months ended June 30, 2022 was $64,614,643 and $19,483,374, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis

 

Aggregate unrealized appreciation of investments

   $ 53,989,658  

 

 

Aggregate unrealized (depreciation) of investments

     (27,548,233

 

 

Net unrealized appreciation of investments

   $ 26,441,425  

 

 

Cost of investments for tax purposes is $299,440,560.

NOTE 8–Share Information

 

     Summary of Share Activity  

 

 
     Six months ended     Year ended  
     June 30, 2022(a)     December 31, 2021  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     483,100     $ 9,615,959       1,058,014     $  22,247,050  

 

 

Class C

     14,119       266,604       41,704       809,181  

 

 

Class Y

     752,745       14,870,255       914,276       19,335,568  

 

 

Class R5

     497,992       9,707,096       226,839       4,812,197  

 

 

Class R6

     2,101,508        41,469,329        2,779,447       58,352,819  

 

 

Issued as reinvestment of dividends:

        

Class A

     -       -       275,716       5,657,712  

 

 

Class C

     -       -       5,930       115,034  

 

 

Class Y

     -       -       67,234       1,380,988  

 

 

Class R5

     -       -       23,594       479,671  

 

 

Class R6

     -       -       276,696       5,619,689  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     1,661       32,217       6,582       135,201  

 

 

Class C

     (1,761     (32,217     (6,969     (135,201

 

 

 

16   Invesco EQV International Small Company Fund


     Summary of Share Activity  

 

 
     Six months ended     Year ended  
     June 30, 2022(a)     December 31, 2021  
     Shares     Amount     Shares     Amount  

 

 

Reacquired:

        

Class A

     (506,650   $ (10,041,469     (1,039,335   $ (21,660,776

 

 

Class C

     (24,232     (447,142     (45,318     (877,640

 

 

Class Y

     (269,462     (5,295,475     (1,039,315     (21,628,799

 

 

Class R5

     (53,369     (1,048,820     (66,156     (1,367,420

 

 

Class R6

     (981,397     (19,106,628     (1,042,593     (21,647,734

 

 

Net increase in share activity

     2,014,254     $ 39,989,709       2,436,346     $ 51,627,540  

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 62% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

17   Invesco EQV International Small Company Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2022 through June 30, 2022.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

            ACTUAL   

HYPOTHETICAL

(5% annual return before

expenses)

     
      Beginning
    Account Value    
(01/01/22)
   Ending
    Account Value    
(06/30/22)1
   Expenses
    Paid During    
Period2
   Ending
    Account Value    
(06/30/22)
   Expenses
    Paid During    
Period2
  

    Annualized    
Expense

Ratio

Class A

   $1,000.00    $849.90    $6.65    $1,017.60    $7.25    1.45%

Class C

     1,000.00      846.70    10.07      1,013.88    10.99    2.20   

Class Y

     1,000.00      851.00      5.51      1,018.84      6.01    1.20   

Class R5

     1,000.00      851.40      5.10      1,019.29      5.56    1.11   

    Class R6    

     1,000.00      851.70      4.77      1,019.64      5.21    1.04   

 

1 

The actual ending account value is based on the actual total return of the Fund for the period January 1, 2022 through June 30, 2022, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half year.

 

18   Invesco EQV International Small Company Fund


Approval of Investment Advisory and Sub-Advisory Contracts

    

 

At meetings held on June 13, 2022, the Board of Trustees (the Board or the Trustees) of AIM Funds Group (Invesco Funds Group) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Invesco EQV International Small Company Fund’s (formerly, Invesco International Small Company Fund) (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with 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. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2022. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

The Board’s Evaluation Process

The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.

    As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees and the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable in accordance

with certain negotiated regulatory requirements. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on May 2, 2022 and June 13, 2022, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

    The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 13, 2022.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of, and reports related to, Invesco Advisers’ global security program and business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the remote and hybrid working environment resulting from the novel coronavirus (“COVID-19”) pandemic and paved the way for a hybrid working framework in a normalized environment as employees return to the office. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers’ systems preparedness and ongoing investment enabled Invesco Advisers to manage, operate and oversee the Invesco Funds with minimal impact or disruption

through challenging environments. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.

    The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.

B.

Fund Investment Performance

The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

    The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2021 to the performance of funds in the Broadridge performance universe and against the MSCI All Country World ex-USA Small Cap Index (Index). The Board noted that performance of Class A shares of the Fund was in the second quintile of its performance universe for the one year period and the first quintile for the three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one year period, below the performance of the Index for the three year period and reasonably comparable to the performance of the Index for the five year period. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.

 

 

19   Invesco EQV International Small Company Fund


C.

Advisory and Sub-Advisory Fees and Fund Expenses

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components. The Board noted that the Fund’s total expense ratio was in the fourth quintile of its expense group and discussed with management reasons for such total expenses.

    The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

    The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.

    The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.

D.

Economies of Scale and Breakpoints

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.

E.

Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and the periodic review and enhancement of such

methodology. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.

F.

Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.

    The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

    The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the

advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.

    The Board considered that Invesco Advisers may serve as the Fund’s affiliated securities lending agent and evaluated the benefits realized by Invesco Advisers when serving in such role, including the compensation received. The Board considered Invesco Advisers’ securities lending platform and corporate governance structure for securities lending, including Invesco Advisers’ Securities Lending Governance Committee and its related responsibilities. The Board noted that to the extent the Fund utilizes Invesco Advisers as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services without obtaining exemptive relief. The Board considered information provided by Invesco Advisers related to the performance of Invesco Advisers as securities lending agent, including a summary of the securities lending services provided to the Fund by Invesco Advisers and the compensation paid to Invesco Advisers for such services, as well as any revenues generated for the Fund in connection with such securities lending activity and the allocation of such revenue between the Fund and Invesco Advisers.

    The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

 

20   Invesco EQV International Small Company Fund


 

 

 

(This page intentionally left blank)


 

 

 

(This page intentionally left blank)


 

 

 

(This page intentionally left blank)


 

 

LOGO

Go paperless with eDelivery

Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.

With eDelivery, you can elect to have any or all of the following materials delivered straight to your inbox to download, save and print from your own computer:

 

 

Fund reports and prospectuses

 

Quarterly statements

 

Daily confirmations

 

Tax forms

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/corporate/about-us/esg. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

 

LOGO

 

SEC file number(s): 811-01540 and 002-27334    Invesco Distributors, Inc.    ISC-SAR-1


LOGO

 

   
Semiannual Report to Shareholders   June 30, 2022

Invesco Small Cap Equity Fund

Nasdaq:

A: SMEAX C: SMECX R: SMERX Y: SMEYX R5: SMEIX R6: SMEFX

 

 

    

   
2   Fund Performance
4   Liquidity Risk Management Program
5   Schedule of Investments
9   Financial Statements
12   Financial Highlights
13   Notes to Financial Statements
19   Fund Expenses
20   Approval of Investment Advisory and Sub-Advisory Contracts

For the most current month-end Fund performance and commentary, please visit invesco.com/performance.

Unless otherwise noted, all data is provided by Invesco.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE


 

Fund Performance

 

   

Performance summary

 
   

Fund vs. Indexes

 

Cumulative total returns, 12/31/21 to 6/30/22, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

    -25.62

Class C Shares

    -25.91  

Class R Shares

    -25.70  

Class Y Shares

    -25.53  

Class R5 Shares

    -25.51  

Class R6 Shares

    -25.43  

S&P 500 Index (Broad Market Index)

    -19.96  

Russell 2000 Index (Style-Specific Index)

    -23.43  

Lipper Small-Cap Core Funds Index (Peer Group Index)

    -19.21  

Source(s): RIMES Technologies Corp.; Lipper Inc.

 

    The S&P 500® Index is an unmanaged index considered representative of the US stock market.

 

    The Russell 2000® Index is an unmanaged index considered representative of small-cap stocks. The Russell 2000 Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.

 

    The Lipper Small-Cap Core Funds Index is an unmanaged index considered representative of small-cap core funds tracked by Lipper.

 

    The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

 

    A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

For more information about your Fund

Read the most recent quarterly commentary from your Fund’s portfolio managers by visiting invesco.com/us. Click on “Products” and select “Mutual Funds.” Use the “Product Finder” to locate your Fund; then click on its name to access its product detail page. There, you can learn more about your Fund’s investment strategies, holdings and performance.

    Also, visit blog.invesco.us.com, where many of Invesco’s investment professionals share their insights about market and economic news and trends.

    

 

 

2   Invesco Small Cap Equity Fund


    

    

    

 

 

Average Annual Total Returns

 

As of 6/30/22, including maximum applicable sales charges

 

Class A Shares

       

Inception (8/31/00)

    6.52

10 Years

    7.65  

  5 Years

    4.48  

  1 Year

    -28.34  

Class C Shares

       

Inception (8/31/00)

    6.51

10 Years

    7.62  

  5 Years

    4.87  

  1 Year

    -25.38  

Class R Shares

       

Inception (6/3/02)

    6.84

10 Years

    7.99  

  5 Years

    5.42  

  1 Year

    -24.37  

Class Y Shares

       

Inception (10/3/08)

    8.53

10 Years

    8.53  

  5 Years

    5.93  

  1 Year

    -24.00  

Class R5 Shares

       

Inception (4/29/05)

    8.06

10 Years

    8.70  

  5 Years

    6.10  

  1 Year

    -23.92  

Class R6 Shares

       

10 Years

    8.78

  5 Years

    6.18  

  1 Year

    -23.84  

Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of Class A shares at net asset value and includes the 12b-1 fees applicable to Class A shares.

    The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the

applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

    Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

    

 

 

3   Invesco Small Cap Equity Fund


 

Liquidity Risk Management Program

 

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid,” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 21-23, 2022, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from January 1, 2021 through December 31, 2021 (the “Program Reporting Period”). The Report discussed notable events affecting liquidity over the Program Reporting Period, including the impact of the coronavirus pandemic on the Fund and the overall market. The Report noted that there were no material changes to the Program during the Program Reporting Period.

The Report stated, in relevant part, that during the Program Reporting Period:

The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;

The Fund’s investment strategy remained appropriate for an open-end fund;

The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;

The Fund did not breach the 15% limit on Illiquid Investments; and

The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.

 

4   Invesco Small Cap Equity Fund


Schedule of Investments(a)

June 30, 2022

(Unaudited)

 

     Shares      Value  

 

 

Common Stocks & Other Equity Interests–96.70%

 

Aerospace & Defense–1.03%

     

Curtiss-Wright Corp.

     64,841      $        8,562,902  

 

 

Air Freight & Logistics–1.00%

     

Air Transport Services Group,
Inc.(b)(c)

     288,698        8,294,294  

 

 

Alternative Carriers–1.06%

     

Iridium Communications, Inc.(b)(c)

     234,930        8,823,971  

 

 

Apparel Retail–0.91%

     

American Eagle Outfitters, Inc.

     423,611        4,735,971  

 

 

Children’s Place, Inc. (The)(b)(c)

     72,120        2,806,910  

 

 
        7,542,881  

 

 

Apparel, Accessories & Luxury Goods–1.31%

 

Oxford Industries, Inc.(c)

     122,331        10,855,653  

 

 

Application Software–3.86%

     

Descartes Systems Group, Inc. (The) (Canada)(b)(c)

     146,863        9,114,318  

 

 

Manhattan Associates, Inc.(b)

     81,977        9,394,564  

 

 

Verint Systems, Inc.(b)(c)

     197,734        8,374,035  

 

 

Workiva, Inc.(b)(c)

     78,328        5,168,865  

 

 
        32,051,782  

 

 

Asset Management & Custody Banks–1.20%

 

  

Blucora, Inc.(b)

     537,312        9,918,780  

 

 

Auto Parts & Equipment–1.26%

     

Visteon Corp.(b)(c)

     100,817        10,442,625  

 

 

Automotive Retail–1.19%

     

Lithia Motors, Inc., Class A(c)

     35,816        9,842,595  

 

 

Biotechnology–0.83%

     

CRISPR Therapeutics AG
(Switzerland)(b)(c)

     41,570        2,526,209  

 

 

Natera, Inc.(b)

     109,609        3,884,543  

 

 

TG Therapeutics, Inc.(b)

     111,371        473,327  

 

 
        6,884,079  

 

 

Casinos & Gaming–0.52%

     

Penn National Gaming, Inc.(b)(c)

     142,809        4,344,250  

 

 

Construction & Engineering–3.13%

     

NV5 Global, Inc.(b)(c)

     100,210        11,698,515  

 

 

WillScot Mobile Mini Holdings Corp.(b)

     440,562        14,283,020  

 

 
        25,981,535  

 

 

Construction Materials–2.23%

     

Eagle Materials, Inc.

     70,918        7,796,725  

 

 

Summit Materials, Inc., Class A(b)

     458,517        10,678,861  

 

 
        18,475,586  

 

 
     Shares      Value  

 

 

Data Processing & Outsourced Services–0.99%

 

Concentrix Corp.(c)

     60,531      $        8,210,425  

 

 

Diversified Metals & Mining–1.26%

     

MP Materials Corp.(b)(c)

     326,277        10,466,966  

 

 

Electrical Components & Equipment–1.28%

 

  

EnerSys(c)

     109,344        6,446,922  

 

 

Vertiv Holdings Co.

     506,092        4,160,076  

 

 
        10,606,998  

 

 

Electronic Equipment & Instruments–0.97%

 

  

Badger Meter, Inc.(c)

     99,690        8,063,924  

 

 

Electronic Manufacturing Services–1.03%

 

  

Flex Ltd.(b)

     588,117        8,510,053  

 

 

Environmental & Facilities Services–1.83%

 

  

Casella Waste Systems, Inc., Class A(b)(c)

     138,875        10,093,435  

 

 

Montrose Environmental Group,
Inc.(b)(c)

     151,611        5,118,387  

 

 
        15,211,822  

 

 

Fertilizers & Agricultural Chemicals–0.45%

 

  

Scotts Miracle-Gro Co. (The)(c)

     47,292        3,735,595  

 

 

Financial Exchanges & Data–1.31%

     

TMX Group Ltd. (Canada)

     106,687        10,857,673  

 

 

Food Retail–0.98%

     

Sprouts Farmers Market, Inc.(b)(c)

     321,394        8,137,696  

 

 

Footwear–0.89%

     

Wolverine World Wide, Inc.

     365,443        7,367,331  

 

 

Health Care Distributors–0.96%

     

Owens & Minor, Inc.(c)

     252,562        7,943,075  

 

 

Health Care Equipment–4.18%

     

AtriCure, Inc.(b)

     204,425        8,352,805  

 

 

CONMED Corp.(c)

     98,248        9,408,228  

 

 

Heska Corp.(b)

     87,311        8,251,763  

 

 

QuidelOrtho Corp.(b)

     88,949        8,644,064  

 

 
        34,656,860  

 

 

Health Care Facilities–2.01%

     

Encompass Health Corp.

     131,186        7,352,975  

 

 

Pennant Group, Inc. (The)(b)

     164,162        2,102,915  

 

 

Tenet Healthcare Corp.(b)

     137,716        7,238,353  

 

 
        16,694,243  

 

 

Health Care Services–2.61%

     

Castle Biosciences, Inc.(b)(c)

     152,201        3,340,812  

 

 

LHC Group, Inc.(b)

     54,720        8,522,093  

 

 

R1 RCM, Inc.(b)(c)

     466,718        9,782,409  

 

 
        21,645,314  

 

 
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

5   Invesco Small Cap Equity Fund


     Shares      Value  

 

 

Health Care Supplies–1.79%

     

ICU Medical, Inc.(b)(c)

     36,012      $       5,920,013  

 

 

OrthoPediatrics Corp.(b)(c)

     207,079        8,935,459  

 

 
        14,855,472  

 

 

Health Care Technology–1.12%

     

Simulations Plus, Inc.(c)

     189,057        9,326,182  

 

 

Homebuilding–1.01%

     

Taylor Morrison Home Corp.,
Class A(b)(c)

     358,488        8,374,280  

 

 

Hotel & Resort REITs–0.81%

     

Ryman Hospitality Properties, Inc.(b)

     88,902        6,759,219  

 

 

Hotels, Resorts & Cruise Lines–1.20%

 

  

Travel + Leisure Co.

     255,911        9,934,465  

 

 

Human Resource & Employment Services–0.80%

 

Alight, Inc., Class A(b)(c)

     987,728        6,667,164  

 

 

Industrial Machinery–4.53%

     

Chart Industries, Inc.(b)(c)

     82,951        13,884,339  

 

 

Gates Industrial Corp. PLC(b)

     638,984        6,907,417  

 

 

Helios Technologies, Inc.

     124,920        8,275,950  

 

 

ITT, Inc.

     126,947        8,535,916  

 

 
        37,603,622  

 

 

Industrial REITs–2.23%

     

EastGroup Properties, Inc.

     65,253        10,070,495  

 

 

STAG Industrial, Inc.

     272,060        8,401,213  

 

 
        18,471,708  

 

 

Interactive Media & Services–0.70%

 

  

Eventbrite, Inc., Class A(b)(c)

     566,861        5,821,662  

 

 

Internet & Direct Marketing Retail–0.55%

 

  

Overstock.com, Inc.(b)(c)

     183,420        4,587,334  

 

 

Investment Banking & Brokerage–3.71%

 

  

LPL Financial Holdings, Inc.(c)

     91,693        16,915,525  

 

 

Piper Sandler Cos.(c)

     122,201        13,852,705  

 

 
        30,768,230  

 

 

Leisure Products–1.06%

     

Acushnet Holdings Corp.(c)

     210,080        8,756,134  

 

 

Life & Health Insurance–0.98%

     

Primerica, Inc.(c)

     67,950        8,132,936  

 

 

Life Sciences Tools & Services–2.30%

 

  

Medpace Holdings, Inc.(b)(c)

     79,947        11,965,667  

 

 

NeoGenomics, Inc.(b)(c)

     338,598        2,759,574  

 

 

Quanterix Corp.(b)(c)

     271,338        4,392,962  

 

 
        19,118,203  

 

 

Multi-line Insurance–1.35%

     

Assurant, Inc.

     64,935        11,224,015  

 

 
     Shares      Value  

 

 

Oil & Gas Equipment & Services–2.06%

 

  

Cactus, Inc., Class A(c)

     209,049      $       8,418,403  

Weatherford International PLC(b)

     410,745        8,695,472  

 

 
        17,113,875  

 

 

Oil & Gas Exploration & Production–2.06%

 

  

Matador Resources Co.(c)

     224,240        10,447,342  

 

 

Southwestern Energy Co.(b)

     1,058,557        6,615,981  

 

 
        17,063,323  

 

 

Packaged Foods & Meats–0.46%

     

Calavo Growers, Inc.

     91,659        3,824,013  

 

 

Paper Packaging–1.12%

     

Graphic Packaging Holding Co.(c)

     451,463        9,254,991  

 

 

Property & Casualty Insurance–0.99%

 

  

Hanover Insurance Group, Inc.
(The)(c)

     56,102        8,204,918  

 

 

Real Estate Services–0.53%

     

FirstService Corp. (Canada)

     36,009        4,367,966  

 

 

Regional Banks–5.99%

     

Community Bank System, Inc.(c)

     123,390        7,808,119  

 

 

Glacier Bancorp, Inc.(c)

     189,772        8,998,988  

 

 

Pacific Premier Bancorp, Inc.

     253,204        7,403,685  

 

 

Pinnacle Financial Partners, Inc.(c)

     135,203        9,776,529  

 

 

South State Corp.(c)

     97,555        7,526,368  

 

 

Webster Financial Corp.

     194,198        8,185,446  

 

 
        49,699,135  

 

 

Reinsurance–1.33%

     

Reinsurance Group of America, Inc.

     94,124        11,039,804  

 

 

Research & Consulting Services–2.56%

 

  

CACI International, Inc., Class A(b)

     33,793        9,522,192  

 

 

Huron Consulting Group, Inc.(b)

     180,385        11,723,221  

 

 
        21,245,413  

 

 

Restaurants–1.05%

     

Papa John’s International, Inc.(c)

     104,733        8,747,300  

 

 

Semiconductors–3.00%

     

Diodes, Inc.(b)

     127,632        8,241,198  

 

 

Power Integrations, Inc.(c)

     120,027        9,003,225  

 

 

Semtech Corp.(b)

     138,657        7,621,976  

 

 
        24,866,399  

 

 

Specialized REITs–1.38%

     

Gaming and Leisure Properties, Inc.

     248,914        11,415,196  

 

 

Specialty Chemicals–1.43%

     

Ashland Global Holdings, Inc.

     115,340        11,885,787  

 

 

Steel–0.87%

     

Cleveland-Cliffs, Inc.(b)(c)

     472,223        7,258,068  

 

 

Systems Software–1.14%

     

CommVault Systems, Inc.(b)

     150,916        9,492,616  

 

 
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

6   Invesco Small Cap Equity Fund


     Shares      Value  

 

 

Thrifts & Mortgage Finance–1.54%

 

  

Essent Group Ltd.(c)

     170,910      $      6,648,399  

 

 

Radian Group, Inc.

     313,310        6,156,541  

 

 
        12,804,940  

 

 

Tires & Rubber–0.28%

     

Goodyear Tire & Rubber Co.
(The)(b)(c)

     215,190        2,304,685  

 

 

Trading Companies & Distributors–2.32%

 

  

Applied Industrial Technologies,
Inc.(c)

     104,048        10,006,296  

 

 

Univar Solutions, Inc.(b)

     372,848        9,272,730  

 

 
        19,279,026  

 

 

Trucking–0.98%

     

Knight-Swift Transportation Holdings, Inc.

     176,288        8,160,372  

 

 

Water Utilities–1.19%

     

California Water Service Group(c)

     177,528        9,861,680  

 

 

Total Common Stocks & Other Equity Interests (Cost $776,345,416)

 

     802,419,041  

 

 

Money Market Funds–3.39%

     

Invesco Government & Agency Portfolio, Institutional Class,
1.38%(d)(e)

     9,855,221        9,855,221  

 

 

Invesco Liquid Assets Portfolio, Institutional Class, 1.41%(d)(e)

     7,032,610        7,031,907  

 

 
     Shares      Value  

 

 

Money Market Funds–(continued)

 

  

Invesco Treasury Portfolio, Institutional Class, 1.35%(d)(e)

     11,263,109      $ 11,263,109  

 

 

Total Money Market Funds
(Cost $28,149,362)

 

     28,150,237  

 

 

TOTAL INVESTMENTS IN SECURITIES (excluding investments purchased with cash collateral from securities on loan)–100.09% (Cost $804,494,778)

 

     830,569,278  

 

 

Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds–24.57%

     

Invesco Private Government Fund, 1.38%(d)(e)(f)

     56,623,064        56,623,064  

 

 

Invesco Private Prime Fund, 1.66%(d)(e)(f)

     147,249,961        147,249,961  

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan
(Cost $203,878,340)

 

     203,873,025  

 

 

TOTAL INVESTMENTS IN SECURITIES–124.66%
(Cost $1,008,373,118)

 

     1,034,442,303  

 

 

OTHER ASSETS LESS LIABILITIES–(24.66)%

 

     (204,641,387

 

 

NET ASSETS–100.00%

      $ 829,800,916  

 

 
 

 

Investment Abbreviations:

REIT – Real Estate Investment Trust

Notes to Schedule of Investments:

 

(a) 

Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

(b) 

Non-income producing security.

(c) 

All or a portion of this security was out on loan at June 30, 2022.

(d) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the six months ended June 30, 2022.

 

     Value
December 31, 2021
   

Purchases

at Cost

   

Proceeds

from Sales

    Change in
Unrealized
Appreciation
    Realized
Gain
(Loss)
    Value
June 30, 2022
    Dividend Income
Investments in Affiliated
Money Market Funds:

 

                                           

Invesco Government & Agency Portfolio, Institutional Class

    $  13,052,440            $   32,747,448           $   (35,944,667 )          $          -           $            -               $  9,855,221         $   26,950    

Invesco Liquid Assets Portfolio, Institutional Class

    9,317,379            23,391,035       (25,674,763     768           (2,512     7,031,907     19,036    

Invesco Treasury Portfolio, Institutional Class

    14,917,075            37,425,655       (41,079,621     -           -       11,263,109     24,566    
Investments Purchased with Cash Collateral from Securities on Loan:                                                       

Invesco Private Government Fund

    43,467,653            169,632,986       (156,477,575     -           -       56,623,064     87,116*    

Invesco Private Prime Fund

    101,424,521            365,098,698       (319,265,267     1,308           (9,299     147,249,961     246,726*    

Total

    $182,179,068            $628,295,822       $(578,441,893     $2,076           $(11,811     $232,023,262     $404,394    

 

  *

Represents the income earned on the investment of cash collateral, which is included in securities lending income on the Statement of Operations. Does not include rebates and fees paid to lending agent or premiums received from borrowers, if any.

 

(e) 

The rate shown is the 7-day SEC standardized yield as of June 30, 2022.

(f) 

The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

7   Invesco Small Cap Equity Fund


Portfolio Composition

By sector, based on Net Assets

as of June 30, 2022

 

Industrials

       19.48 %

Financials

       18.40

Health Care

       15.80

Consumer Discretionary

       11.22

Information Technology

       10.99

Materials

       7.36

Real Estate

       4.94

Energy

       4.12

Other Sectors, Each Less than 2% of Net Assets

       4.39

Money Market Funds Plus Other Assets Less Liabilities

       3.30

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

8   Invesco Small Cap Equity Fund


Statement of Assets and Liabilities

June 30, 2022

(Unaudited)

 

Assets:

  

Investments in unaffiliated securities, at value (Cost $776,345,416)*

   $ 802,419,041  

 

 

Investments in affiliated money market funds, at value (Cost $232,027,702)

     232,023,262  

 

 

Cash

     879  

 

 

Foreign currencies, at value (Cost $150)

     147  

 

 

Receivable for:

  

Fund shares sold

     463,127  

 

 

Dividends

     368,729  

 

 

Investment for trustee deferred compensation and retirement plans

     138,135  

 

 

Other assets

     80,551  

 

 

Total assets

     1,035,493,871  

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     225,902  

 

 

Fund shares reacquired

     802,261  

 

 

Collateral upon return of securities loaned

     203,878,340  

 

 

Accrued fees to affiliates

     466,112  

 

 

Accrued trustees’ and officers’ fees and benefits

     3,159  

 

 

Accrued other operating expenses

     165,268  

 

 

Trustee deferred compensation and retirement plans

     151,913  

 

 

Total liabilities

     205,692,955  

 

 

Net assets applicable to shares outstanding

   $ 829,800,916  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 770,366,231  

 

 

Distributable earnings

     59,434,685  

 

 
   $ 829,800,916  

 

 

Net Assets:

  

Class A

   $   487,063,856  

 

 

Class C

   $ 12,149,736  

 

 

Class R

   $ 43,697,151  

 

 

Class Y

   $ 63,784,240  

 

 

Class R5

   $ 19,801,226  

 

 

Class R6

   $ 203,304,707  

 

 

Shares outstanding, no par value, with an unlimited number of shares authorized:

 

Class A

     43,698,713  

 

 

Class C

     1,705,524  

 

 

Class R

     4,419,738  

 

 

Class Y

     5,347,537  

 

 

Class R5

     1,493,163  

 

 

Class R6

     15,143,121  

 

 

Class A:

  

Net asset value per share

   $ 11.15  

 

 

Maximum offering price per share
(Net asset value of $11.15 ÷ 94.50%)

   $ 11.80  

 

 

Class C:

  

Net asset value and offering price per share

   $ 7.12  

 

 

Class R:

  

Net asset value and offering price per share

   $ 9.89  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 11.93  

 

 

Class R5:

  

Net asset value and offering price per share

   $ 13.26  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 13.43  

 

 

 

*

At June 30, 2022, securities with an aggregate value of $ 198,149,051 were on loan to brokers.

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9   Invesco Small Cap Equity Fund


Statement of Operations

For the six months ended June 30, 2022

(Unaudited)

 

Investment income:

  

Dividends (net of foreign withholding taxes of $23,239)

   $ 5,123,221  

 

 

Dividends from affiliated money market funds (includes securities lending income of $73,618)

     144,170  

 

 

Total investment income

     5,267,391  

 

 

Expenses:

  

Advisory fees

     3,573,525  

 

 

Administrative services fees

     81,919  

 

 

Custodian fees

     3,262  

 

 

Distribution fees:

  

Class A

     707,299  

 

 

Class C

     73,478  

 

 

Class R

     121,288  

 

 

Transfer agent fees – A, C, R and Y

     771,603  

 

 

Transfer agent fees – R5

     11,694  

 

 

Transfer agent fees – R6

     44,418  

 

 

Trustees’ and officers’ fees and benefits

     11,768  

 

 

Registration and filing fees

     60,598  

 

 

Reports to shareholders

     36,222  

 

 

Professional services fees

     23,614  

 

 

Other

     9,468  

 

 

Total expenses

     5,530,156  

 

 

Less: Fees waived and/or expense offset arrangement(s)

     (16,863

 

 

Net expenses

     5,513,293  

 

 

Net investment income (loss)

     (245,902

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Unaffiliated investment securities

     19,768,855  

 

 

Affiliated investment securities

     (11,811

 

 

Foreign currencies

     3,697  

 

 
     19,760,741  

 

 

Change in net unrealized appreciation (depreciation) of:

  

Unaffiliated investment securities

     (312,048,728

 

 

Affiliated investment securities

     2,076  

 

 

Foreign currencies

     (784

 

 
     (312,047,436

 

 

Net realized and unrealized gain (loss)

     (292,286,695

 

 

Net increase (decrease) in net assets resulting from operations

   $ (292,532,597

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10   Invesco Small Cap Equity Fund


Statement of Changes in Net Assets

For the six months ended June 30, 2022 and the year ended December 31, 2021

(Unaudited)

 

    

June 30,

2022

    December 31,
2021
 

 

 

Operations:

    

Net investment income (loss)

   $ (245,902   $ (1,166,682

 

 

Net realized gain

     19,760,741       155,511,519  

 

 

Change in net unrealized appreciation (depreciation)

     (312,047,436     43,613,697  

 

 

Net increase (decrease) in net assets resulting from operations

     (292,532,597     197,958,534  

 

 

Distributions to shareholders from distributable earnings:

    

Class A

           (105,869,258

 

 

Class C

           (4,117,457

 

 

Class R

           (9,052,200

 

 

Class Y

           (14,030,433

 

 

Class R5

           (3,782,814

 

 

Class R6

           (43,447,856

 

 

Total distributions from distributable earnings

           (180,300,018

 

 

Share transactions–net:

    

Class A

     (3,648,580     91,186,548  

 

 

Class C

     (1,158,786     2,723,311  

 

 

Class R

     6,570,870       2,438,958  

 

 

Class Y

     (3,573,508     24,790,175  

 

 

Class R5

     (672,178     5,456,734  

 

 

Class R6

     (40,262,376     30,152,495  

 

 

Net increase (decrease) in net assets resulting from share transactions

     (42,744,558     156,748,221  

 

 

Net increase (decrease) in net assets

     (335,277,155     174,406,737  

 

 

Net assets:

    

Beginning of period

     1,165,078,071       990,671,334  

 

 

End of period

   $ 829,800,916     $ 1,165,078,071  

 

 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

11   Invesco Small Cap Equity Fund


Financial Highlights

(Unaudited)

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

     Net asset
value,
beginning
of period
  Net
investment
income
(loss)(a)
  Net gains
(losses)
on securities
(both
realized and
unrealized)
  Total from
investment
operations
 

Dividends

from net
investment

income

  Distributions
from net
realized
gains
  Total
distributions
  Net asset
value, end
of period
  Total
return (b)
  Net assets,
end of period
(000’s omitted)
 

Ratio of
expenses
to average

net assets
with fee waivers
and/or
expenses
absorbed

  Ratio of
expenses
to average net
assets without
fee waivers
and/or
expenses
absorbed
 

Ratio of net

investment
income
(loss)
to average
net assets

  Portfolio
turnover (c)

Class A

                           

Six months ended 06/30/22

    $14.99       $(0.01     $(3.83     $(3.84     $     –       $     –       $     –       $11.15       (25.62 )%      $487,064       1.24 %(d)      1.24 %(d)      (0.17 )%(d)      15

Year ended 12/31/21

    14.97       (0.04     2.91       2.87             (2.85     (2.85     14.99       20.02       660,296       1.22       1.22       (0.22     22  

Year ended 12/31/20

    12.50       (0.02     3.39       3.37             (0.90     (0.90     14.97       27.29       562,995       1.31       1.31       (0.13     43  

Year ended 12/31/19

    11.04       (0.00     2.86       2.86             (1.40     (1.40     12.50       26.13       495,573       1.31       1.31       (0.00     35  

Year ended 12/31/18

    15.35       (0.03     (2.23     (2.26           (2.05     (2.05     11.04       (15.16     427,637       1.28       1.28       (0.21     22  

Year ended 12/31/17

    14.25       (0.05     1.98       1.93             (0.83     (0.83     15.35       13.58       549,010       1.30       1.30       (0.36     21  

Class C

                           

Six months ended 06/30/22

    9.61       (0.04     (2.45     (2.49                       7.12       (25.91     12,150       1.99 (d)      1.99 (d)      (0.92 )(d)      15  

Year ended 12/31/21

    10.57       (0.12     2.01       1.89             (2.85     (2.85     9.61       19.06       17,784       1.97       1.97       (0.97     22  

Year ended 12/31/20

    9.11       (0.08     2.44       2.36             (0.90     (0.90     10.57       26.36       16,129       2.06       2.06       (0.88     43  

Year ended 12/31/19

    8.42       (0.07     2.16       2.09             (1.40     (1.40     9.11       25.10       18,873       2.06       2.06       (0.75     35  

Year ended 12/31/18

    12.35       (0.12     (1.76     (1.88           (2.05     (2.05     8.42       (15.76     37,757       2.03       2.03       (0.96     22  

Year ended 12/31/17

    11.69       (0.13     1.62       1.49             (0.83     (0.83     12.35       12.79       51,355       2.05       2.05       (1.11     21  

Class R

                           

Six months ended 06/30/22

    13.31       (0.02     (3.40     (3.42                       9.89       (25.70     43,697       1.49 (d)      1.49 (d)      (0.42 )(d)      15  

Year ended 12/31/21

    13.61       (0.07     2.62       2.55             (2.85     (2.85     13.31       19.66       51,571       1.47       1.47       (0.47     22  

Year ended 12/31/20

    11.45       (0.04     3.10       3.06             (0.90     (0.90     13.61       27.09       48,792       1.56       1.56       (0.38     43  

Year ended 12/31/19

    10.24       (0.03     2.64       2.61             (1.40     (1.40     11.45       25.71       47,521       1.56       1.56       (0.25     35  

Year ended 12/31/18

    14.44       (0.07     (2.08     (2.15           (2.05     (2.05     10.24       (15.35     50,345       1.53       1.53       (0.46     22  

Year ended 12/31/17

    13.48       (0.09     1.88       1.79             (0.83     (0.83     14.44       13.32       71,008       1.55       1.55       (0.61     21  

Class Y

                           

Six months ended 06/30/22

    16.02       0.01       (4.10     (4.09                       11.93       (25.53     63,784       0.99 (d)      0.99 (d)      0.08 (d)      15  

Year ended 12/31/21

    15.80       0.01       3.07       3.08       (0.01     (2.85     (2.86     16.02       20.27       91,380       0.97       0.97       0.03       22  

Year ended 12/31/20

    13.12       0.02       3.57       3.59       (0.01     (0.90     (0.91     15.80       27.70       66,783       1.06       1.06       0.12       43  

Year ended 12/31/19

    11.51       0.03       2.98       3.01             (1.40     (1.40     13.12       26.36       62,023       1.06       1.06       0.25       35  

Year ended 12/31/18

    15.86       0.00       (2.30     (2.30           (2.05     (2.05     11.51       (14.92     71,037       1.03       1.03       0.04       22  

Year ended 12/31/17

    14.66       (0.02     2.05       2.03             (0.83     (0.83     15.86       13.88       228,176       1.05       1.05       (0.11     21  

Class R5

                           

Six months ended 06/30/22

    17.80       0.02       (4.56     (4.54                       13.26       (25.51     19,801       0.87 (d)      0.87 (d)      0.20 (d)      15  

Year ended 12/31/21

    17.28       0.03       3.36       3.39       (0.02     (2.85     (2.87     17.80       20.39       27,506       0.85       0.85       0.15       22  

Year ended 12/31/20

    14.28       0.04       3.91       3.95       (0.05     (0.90     (0.95     17.28       27.95       21,396       0.88       0.88       0.30       43  

Year ended 12/31/19

    12.40       0.07       3.21       3.28             (1.40     (1.40     14.28       26.65       20,674       0.85       0.85       0.46       35  

Year ended 12/31/18

    16.88       0.03       (2.46     (2.43           (2.05     (2.05     12.40       (14.79     26,543       0.87       0.87       0.20       22  

Year ended 12/31/17

    15.54       0.00       2.17       2.17             (0.83     (0.83     16.88       14.00       50,217       0.91       0.91       0.03       21  

Class R6

                           

Six months ended 06/30/22

    18.01       0.02       (4.60     (4.58                       13.43       (25.43     203,305       0.81 (d)      0.81 (d)      0.26 (d)      15  

Year ended 12/31/21

    17.45       0.04       3.40       3.44       (0.03     (2.85     (2.88     18.01       20.46       316,542       0.79       0.79       0.21       22  

Year ended 12/31/20

    14.41       0.05       3.94       3.99       (0.05     (0.90     (0.95     17.45       28.03       274,576       0.81       0.81       0.37       43  

Year ended 12/31/19

    12.50       0.07       3.24       3.31             (1.40     (1.40     14.41       26.67       293,300       0.81       0.81       0.50       35  

Year ended 12/31/18

    16.99       0.05       (2.49     (2.44           (2.05     (2.05     12.50       (14.75     255,195       0.80       0.80       0.27       22  

Year ended 12/31/17

    15.61       0.02       2.19       2.21             (0.83     (0.83     16.99       14.19       305,344       0.85       0.85       0.09       21  

 

(a) 

Calculated using average shares outstanding.

 

(b) 

Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.

 

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

 

(d) 

Annualized.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

12   Invesco Small Cap Equity Fund


Notes to Financial Statements

June 30, 2022

(Unaudited)

NOTE 1–Significant Accounting Policies

Invesco Small Cap Equity Fund (the “Fund”) is a series portfolio of AIM Funds Group (Invesco Funds Group) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.

The Fund’s primary investment objective is long-term growth of capital.

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.

Security Valuations – Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts may be valued up to 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible debt securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates

 

13   Invesco Small Cap Equity Fund


depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B.

Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

The Fund recharacterizes distributions received from REIT investments based on information provided by the REIT into the following categories: ordinary income, long-term and short-term capital gains, and return of capital. If information is not available on a timely basis from the REIT, the recharacterization will be based on available information which may include the previous year’s allocation. If new or additional information becomes available from the REIT at a later date, a recharacterization will be made in the following year. The Fund records as dividend income the amount recharacterized as ordinary income and as realized gain the amount recharacterized as capital gain in the Statement of Operations, and the amount recharacterized as return of capital as a reduction of the cost of the related investment. These recharacterizations are reflected in the accompanying financial statements.

C.

Country Determination – For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.

D.

Distributions – Distributions from net investment income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.

E.

Federal Income Taxes The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.

G.

Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

Indemnifications – Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure

 

14   Invesco Small Cap Equity Fund


under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.

I.

Securities Lending – The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated, unregistered investment companies that comply with Rule 2a-7 under the Investment Company Act and money market funds (collectively, “affiliated money market funds”) and is shown as such on the Schedule of Investments. The Fund bears the risk of loss with respect to the investment of collateral. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. When loaning securities, the Fund retains certain benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. Lending securities entails a risk of loss to the Fund if, and to the extent that, the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. The securities loaned are subject to termination at the option of the borrower or the Fund. Upon termination, the borrower will return to the Fund the securities loaned and the Fund will return the collateral. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral and the securities may lose value during the delay which could result in potential losses to the Fund. Some of these losses may be indemnified by the lending agent. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Dividends from affiliated money market funds on the Statement of Operations. The aggregate value of securities out on loan, if any, is shown as a footnote on the Statement of Assets and Liabilities.

Invesco Advisers, Inc. (the “Adviser” or “Invesco”) serves as an affiliated securities lending agent for the Fund. The Bank of New York Mellon also continues to serve as a lending agent. To the extent the Fund utilizes the Adviser as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services in a manner consistent with the federal securities laws. For the six months ended June 30, 2022, the Fund paid the Adviser $3,250 in fees for securities lending agent services. Fees paid to the Adviser for securities lending agent services are included in Dividends from affiliated money market funds on the Statement of Operations.

J.

Foreign Currency Translations – Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

K.

Forward Foreign Currency Contracts – The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to the daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with forward foreign currency contracts include failure of the Counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

L.

COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations (including business closures) and supply chains, layoffs, lower consumer demand and employee availability, and defaults and credit downgrades, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally and cause general concern and uncertainty. The full economic impact and ongoing effects of COVID-19 (or other future epidemics or pandemics) at the macro-level and on individual businesses are unpredictable and may result in significant and prolonged effects on the Fund’s performance.

 

15   Invesco Small Cap Equity Fund


NOTE 2–Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with the Adviser. Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate  

 

 

First $250 million

     0.745%  

 

 

Next $250 million

     0.730%  

 

 

Next $500 million

     0.715%  

 

 

Next $1.5 billion

     0.700%  

 

 

Next $2.5 billion

     0.685%  

 

 

Next $2.5 billion

     0.670%  

 

 

Next $2.5 billion

     0.655%  

 

 

Over $10 billion

     0.640%  

 

 

For the six months ended June 30, 2022, the effective advisory fee rate incurred by the Fund was 0.73%.

Under the terms of a master sub-advisory agreement between the Adviser and each of 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. and separate sub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.25%, 1.75%, 1.75% and 1.75%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2024, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the six months ended June 30, 2022, the Adviser waived advisory fees of $16,301.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the six months ended June 30, 2022, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the six months ended June 30, 2022, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the six months ended June 30, 2022, IDI advised the Fund that IDI retained $53,481 in front-end sales commissions from the sale of Class A shares and $3,067 and $575 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the six months ended June 30, 2022, the Fund incurred $1,692 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

 

16   Invesco Small Cap Equity Fund


NOTE 3–Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 -   Prices are determined using quoted prices in an active market for identical assets.
Level 2 -   Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 -   Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of June 30, 2022. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

.    Level 1      Level 2      Level 3      Total  

 

 

Investments in Securities

           

 

 

Common Stocks & Other Equity Interests

   $ 802,419,041      $        $–      $ 802,419,041  

 

 

Money Market Funds

     28,150,237        203,873,025          –        232,023,262  

 

 

Total Investments

   $ 830,569,278      $ 203,873,025        $–      $ 1,034,442,303  

 

 

NOTE 4–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the six months ended June 30, 2022, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $562.

NOTE 5–Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 6–Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.

NOTE 7–Tax Information

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryforward) under income tax regulations. The tax character of distributions paid during the year and the tax components of net assets will be reported at the Fund’s fiscal year-end.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund did not have a capital loss carryforward as of December 31, 2021.

 

17   Invesco Small Cap Equity Fund


NOTE 8–Investment Transactions

The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the six months ended June 30, 2022 was $146,235,694 and $180,898,849, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  

 

 

Aggregate unrealized appreciation of investments

   $ 150,928,434  

 

 

Aggregate unrealized (depreciation) of investments

     (124,960,598

 

 

Net unrealized appreciation of investments

   $ 25,967,836  

 

 

Cost of investments for tax purposes is $1,008,474,467.

NOTE 9–Share Information

 

     Summary of Share Activity  

 

 
     Six months ended     Year ended  
     June 30, 2022(a)     December 31, 2021  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     2,982,523     $ 39,386,192       5,015,384     $ 85,528,828  

 

 

Class C

     137,159       1,138,799       416,624       5,004,241  

 

 

Class R

     1,107,557       13,093,438       890,653       13,863,107  

 

 

Class Y

     1,202,009       16,991,171       2,455,563       44,474,055  

 

 

Class R5

     157,389       2,445,592       315,843       6,213,714  

 

 

Class R6

     2,124,051       32,683,100       3,260,718       65,428,913  

 

 

Issued as reinvestment of dividends:

        

Class A

     -       -       7,067,826       101,423,307  

 

 

Class C

     -       -       424,577       3,910,360  

 

 

Class R

     -       -       709,372       9,044,489  

 

 

Class Y

     -       -       765,104       11,736,691  

 

 

Class R5

     -       -       221,969       3,782,349  

 

 

Class R6

     -       -       2,461,555       42,461,825  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     62,832       794,161       87,219       1,491,762  

 

 

Class C

     (98,121     (794,161     (124,860     (1,491,762

 

 

Reacquired:

        

Class A

     (3,409,610     (43,828,933     (5,705,779     (97,257,349

 

 

Class C

     (183,439     (1,503,424     (391,796     (4,699,528

 

 

Class R

     (562,928     (6,522,568     (1,310,120     (20,468,638

 

 

Class Y

     (1,559,716     (20,564,679     (1,742,443     (31,420,571

 

 

Class R5

     (209,752     (3,117,770     (230,795     (4,539,329

 

 

Class R6

     (4,556,070     (72,945,476     (3,883,067     (77,738,243

 

 

Net increase (decrease) in share activity

     (2,806,116   $ (42,744,558     10,703,547     $ 156,748,221  

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 51% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

18   Invesco Small Cap Equity Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2022 through June 30, 2022.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

    The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

    Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction    costs were included, your costs would have been higher.

 

            ACTUAL   

HYPOTHETICAL

(5% annual return before

expenses)

     
      Beginning
Account Value
(01/01/22)
   Ending
Account Value
(06/30/22)1
   Expenses
Paid During
Period2
   Ending
Account Value
(06/30/22)
   Expenses
Paid During
Period2
  

Annualized
Expense

Ratio

Class A

   $1,000.00    $743.80    $5.36    $1,018.65    $6.21    1.24%

Class C

     1,000.00      740.90      8.59      1,014.93      9.94    1.99   

Class R

     1,000.00      743.00      6.44      1,017.41      7.45    1.49   

Class Y

     1,000.00      744.70      4.28      1,019.89      4.96    0.99   

Class R5

     1,000.00      744.90      3.76      1,020.48      4.36    0.87   

Class R6

     1,000.00      745.70      3.51      1,020.78      4.06    0.81   

 

1 

The actual ending account value is based on the actual total return of the Fund for the period January 1, 2022 through June 30, 2022, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half year.

 

19   Invesco Small Cap Equity Fund


Approval of Investment Advisory and Sub-Advisory Contracts

    

 

At meetings held on June 13, 2022, the Board of Trustees (the Board or the Trustees) of AIM Funds Group (Invesco Funds Group) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Invesco Small Cap Equity Fund’s (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with 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. and separate sub-advisory contracts with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2022. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

The Board’s Evaluation Process

The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.

    As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees and the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Board receives comparative investment performance and fee and expense

data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc.

(Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable in accordance with certain negotiated regulatory requirements. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on May 2, 2022 and June 13, 2022, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

    The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 13, 2022.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’

programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of, and reports related to, Invesco Advisers’ global security program and business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the remote and hybrid working environment resulting from the novel coronavirus (“COVID-19”) pandemic and paved the way for a hybrid working framework in a normalized environment as employees return to the office. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers’ systems preparedness and ongoing investment enabled Invesco Advisers to manage, operate and oversee the Invesco Funds with minimal impact or disruption through challenging environments. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.

    The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the

 

 

20   Invesco Small Cap Equity Fund


sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.

B.

Fund Investment Performance

The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

    The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2021 to the performance of funds in the Broadridge performance universe and against the Russell 2000® Index (Index). The Board noted that performance of Class A shares of the Fund was in the fourth quintile of its performance universe for the one year period and the first quintile for the three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one, three and five year periods. The Board acknowledged limitations regarding the Broadridge data, in particular that differences may exist between a Fund’s investment objective, principal investment strategies and/or investment restrictions and those of the funds in its performance universe. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.

C.

Advisory and Sub-Advisory Fees and Fund Expenses

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule

(including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.

    The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

    The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.

    The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.

D.

Economies of Scale and Breakpoints

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.

E.

Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and the periodic review and enhancement of such methodology. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services

provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.

F.

Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.

    The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

    The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount

 

 

21   Invesco Small Cap Equity Fund


equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.

    The Board considered that Invesco Advisers may serve as the Fund’s affiliated securities lending agent and evaluated the benefits realized by Invesco Advisers when serving in such role, including the compensation received. The Board considered Invesco Advisers’ securities lending platform and corporate governance structure for securities lending, including Invesco Advisers’ Securities Lending Governance Committee and its related responsibilities. The Board noted that to the extent the Fund utilizes Invesco Advisers as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services without obtaining exemptive relief. The Board considered information provided by Invesco Advisers related to the performance of Invesco Advisers as securities lending agent, including a summary of the securities lending services provided to the Fund by Invesco Advisers and the compensation paid to Invesco Advisers for such services, as well as any revenues generated for the Fund in connection with such securities lending activity and the allocation of such revenue between the Fund and Invesco Advisers.

    The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

    

    

 

 

22   Invesco Small Cap Equity Fund


(This page intentionally left blank)

 

 


 

 

 

LOGO

Go paperless with eDelivery

Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.

With eDelivery, you can elect to have any or all of the following materials delivered straight to your inbox to download, save and print from your own computer:

 

 

Fund reports and prospectuses

 

Quarterly statements

 

Daily confirmations

 

Tax forms

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/corporate/about-us/esg. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

 

LOGO

 

SEC file number(s): 811-01540 and 002-27334                Invesco Distributors, Inc.                                             SCE-SAR-1


ITEM 2.

CODE OF ETHICS.

Not applicable for a semi-annual report.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

Not applicable.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

As of August 9, 2022, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (“Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of August 9, 2022, the Registrant’s disclosure controls and procedures were reasonably designed so as to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.

 

  (b)

There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 13.   EXHIBITS.
13(a) (1)           Not applicable.
13(a) (2)   Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002.
13(a) (3)   Not applicable.
13(a) (4)   Not applicable.
13(b)   Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: AIM Funds Group (Invesco Funds Group)

 

By:  

  /s/ Sheri Morris

    Sheri Morris
    Principal Executive Officer
Date:     September 2, 2022

Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By:  

  /s/ Sheri Morris

    Sheri Morris
    Principal Executive Officer
Date:     September 2, 2022

 

By:  

  /s/ Adrien Deberghes

    Adrien Deberghes
    Principal Financial Officer
Date:     September 2, 2022
EX-99.CERT 2 d373159dex99cert.htm EX-99.CERT EX-99.CERT

I, Sheri Morris, Principal Executive Officer, certify that:

1.  I have reviewed this report on Form N-CSR of AIM Funds Group (Invesco Funds Group);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4.    The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)  Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

5.  The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of trustees (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: September 2, 2022      /s/ Sheri Morris                                                         
     Sheri Morris, Principal Executive Officer


I, Adrien Deberghes, Principal Financial Officer, certify that:

1.  I have reviewed this report on Form N-CSR of AIM Funds Group (Invesco Funds Group);

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4.    The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)   Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

5.  The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of trustees (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: September 2, 2022      /s/ Adrien Deberghes                                                         
     Adrien Deberghes, Principal Financial Officer
EX-99.906 CERT 3 d373159dex99906cert.htm EX-99.906 CERT EX-99.906 CERT

CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of AIM Funds Group (Invesco Funds Group)

(the “Company”) on Form N-CSR for the period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Sheri Morris, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)        The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: September 2, 2022     /s/ Sheri Morris                                                 
    Sheri Morris, Principal Executive Officer


CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of AIM Funds Group (Invesco Funds Group)

(the “Company”) on Form N-CSR for the period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Adrien Deberghes, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)        The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: September 2, 2022

    /s/ Adrien Deberghes                                                 
  

 Adrien Deberghes, Principal Financial

 Officer

GRAPHIC 4 g254446g01r01.jpg GRAPHIC begin 644 g254446g01r01.jpg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end GRAPHIC 5 g254446g01r02.jpg GRAPHIC begin 644 g254446g01r02.jpg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end GRAPHIC 6 g317430dsp1.jpg GRAPHIC begin 644 g317430dsp1.jpg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end GRAPHIC 7 g317430dsp24.jpg GRAPHIC begin 644 g317430dsp24.jpg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end GRAPHIC 8 g353362dsp1.jpg GRAPHIC begin 644 g353362dsp1.jpg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end GRAPHIC 9 g353362dsp24.jpg GRAPHIC begin 644 g353362dsp24.jpg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end GRAPHIC 10 g353362dsp24a.jpg GRAPHIC begin 644 g353362dsp24a.jpg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end GRAPHIC 11 g372909g00a20.jpg GRAPHIC begin 644 g372909g00a20.jpg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end GRAPHIC 12 g372909g01a20.jpg GRAPHIC begin 644 g372909g01a20.jpg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end