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 811-03826
AIM Sector Funds (Invesco Sector Funds)
(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: June 30
Date of reporting period: 06/30/19
| Item 1. | Reports to Stockholders. |
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Annual Report
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6/30/2019
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| Invesco |
| Oppenheimer |
| Gold & Special |
| Minerals Fund* |
| Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. |
| If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery. |
| You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800 959 4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund. |
| *Prior to the close of business on May 24, 2019, the Fund’s name was Oppenheimer Gold & Special Minerals Fund. See Important Update on the following page for more information. |
Important Update
On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it had entered into an agreement whereby Invesco Ltd., a global investment management company would acquire OppenheimerFunds and its subsidiaries (together, “OppenheimerFunds”). After the close of business on May 24, 2019 Invesco Ltd. completed the acquisition of OppenheimerFunds. This Fund was included in that acquisition and as of that date, became part of the Invesco family of funds. Please visit invesco.com for more information or call Invesco’s Client Services team at 800-959-4246.
Class A Shares
AVERAGE ANNUAL TOTAL RETURNS AT 6/30/19
| Class A Shares of the Fund | ||||||||||||
| Without Sales Charge | With Sales Charge | MSCI World Index | ||||||||||
| 1-Year | 15.22% | 8.90% | 6.33% | |||||||||
| 5-Year | 0.29 | -0.84 | 6.60 | |||||||||
| 10-Year | -0.69 | -1.25 | 10.72 | |||||||||
Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit invesco.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Fund returns include changes in share price, reinvested distributions and a 5.50% maximum applicable sales charge except where “without sales charge” is indicated. As the result of a reorganization after the close of business on May 24, 2019, the returns of the Fund for periods on or prior to May 24, 2019 reflect performance of the Oppenheimer predecessor fund. Share class returns will differ from those of the predecessor fund as they have different expenses. Returns for periods of less than one year are not annualized. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and
3 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
summary prospectus for more information on share classes and sales charges. Fund literature is available at invesco.com.
4 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
The 12-month reporting period ending June 28, 2019, was a tale of two halves. In the first half of the reporting period, risk assets around the world sold off sharply as economic growth slowed, monetary policy tightened and the Federal Reserve (Fed) raised rates by 25 basis points two more times (for a total of four hikes in 2018). In the second half of the reporting period, risk assets rallied sharply as the Fed paused in its hiking cycle, other central banks started cutting rates and monetary policy eased.
Against this backdrop, the Fund’s Class A shares (without sales charge) produced a total return of 15.22% during the reporting period. The Fund outperformed its benchmark, the MSCI World Index, which returned 6.33%, by 889 basis points. In addition, the Fund outperformed the 4.23% total return of the Philadelphia Stock Exchange Gold and Silver Index, which measures the performance of precious metals mining companies, by 1,099 basis points over the same period. We focus on firms with high-quality reserves, solid prospects for growth, attractive cost structures, sound balance sheets, attractive free cash flow and talented management teams.
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
5 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
6 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
7 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
8 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
9 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
10 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TOP TEN COMMON STOCK HOLDINGS
| Northern Star Resources Ltd. | 7.5% | |||
| Evolution Mining Ltd. | 6.1 | |||
| Ivanhoe Mines Ltd., Cl. A | 5.4 | |||
| Kirkland Lake Gold Ltd. | 5.2 | |||
| Barrick Gold Corp. | 4.3 | |||
| Newmont Goldcorp Corp. | 4.2 | |||
| Agnico Eagle Mines Ltd. | 3.2 | |||
| B2Gold Corp. | 2.9 | |||
| Endeavour Mining Corp. | 2.8 | |||
| Wesdome Gold Mines Ltd. | 2.7 |
Portfolio holdings and allocations are subject to change.
Percentages are as of June 30, 2019, and are based on
net assets.
REGIONAL ALLOCATION
Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2019, and are based on the total market value of investments.
For more current Fund holdings, please visit invesco.com.
11 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
Share Class Performance
| AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 6/30/19
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| Inception | ||||||||||||||||||
| Date | 1-Year | 5-Year | 10-Year | |||||||||||||||
| Class A (OPGSX) | 7/19/83 | 15.22 | % | 0.29 | % | -0.69% | ||||||||||||
| Class C (OGMCX) | 11/1/95 | 14.33 | -0.46 | -1.44 | ||||||||||||||
| Class R (OGMNX) | 3/1/01 | 14.96 | 0.04 | -0.97 | ||||||||||||||
| Class Y (OGMYX) | 9/7/10 | 15.50 | 0.54 | -6.781 | ||||||||||||||
| Class R5 (IOGYX)2 | 5/24/19 | 15.22 | 0.29 | -0.69 | ||||||||||||||
| Class R6 (OGMIX)3 | 10/26/12 | 15.73 | 0.72 | -7.591 | ||||||||||||||
| AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 6/30/19
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| Inception | ||||||||||||||||||
| Date | 1-Year | 5-Year | 10-Year | |||||||||||||||
| Class A (OPGSX) | 7/19/83 | 8.90 | % | -0.84 | % | -1.25% | ||||||||||||
| Class C (OGMCX) | 11/1/95 | 13.33 | -0.46 | -1.44 | ||||||||||||||
| Class R (OGMNX) | 3/1/01 | 14.96 | 0.04 | -0.97 | ||||||||||||||
| Class Y (OGMYX) | 9/7/10 | 15.50 | 0.54 | -6.781 | ||||||||||||||
| Class R5 (IOGYX)2 | 5/24/19 | 15.22 | 0.29 | -0.69 | ||||||||||||||
| Class R6 (OGMIX)3 | 10/26/12 | 15.73 | 0.72 | -7.591 | ||||||||||||||
1 Shows performance since inception.
2 Class R5 shares’ performance shown prior to the inception date (after the close of business on May 24, 2019) is that of the predecessor fund’s Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements.
3 Class R6 shares’ returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund.
Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit invesco.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Performance shown at NAV does not include the applicable front-end sales charge, which would have reduced the performance. The current maximum initial sales charge for Class A shares is 5.50%, and the contingent deferred sales charge for Class C shares is 1% for the 1-year period. Class R, Class Y, Class R5 and R6 shares have no sales charge; therefore, performance is at NAV. Effective after the close of business on May 24, 2019, Class A, Class C, Class R, Class Y, and Class I shares of the predecessor fund were reorganized into Class A, Class C, Class R, Class Y, and Class R6 shares, respectively, of the Fund. Class R5 shares’ performance shown prior to the inception date is that of the predecessor fund’s Class A shares at NAV and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. Returns shown for Class A, Class C, Class R, Class Y, Class R5, and Class R6 shares are blended returns of the predecessor fund and the Fund. Share class returns will differ from those of the predecessor fund because of different
12 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
expenses. See Fund prospectuses and summary prospectuses for more information on share classes, sales charges and new fee agreements, if any. Fund literature is available at invesco.com.
The MSCI World Index is an index of issuers listed on the stock exchanges of foreign countries and the United States. It is widely recognized as a measure of global stock market performance. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
Before investing, investors should carefully read the prospectus and/or summary prospectus and carefully consider the investment objectives, risks, charges and expenses. For this and more complete information about the fund(s), investors should ask their advisors for a prospectus/summary prospectus or visit invesco.com.
Shares of Invesco funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.
13 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended June 30, 2019.
Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended June 30, 2019” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class 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 for the class of shares you hold 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 transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table 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 transactional costs were included, your costs would have been higher.
14 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| Actual | Beginning Account Value January 1, 2019 |
Ending Account Value June 30, 2019 |
Expenses Paid During |
|||||||||
| Class A | $ | 1,000.00 | $ | 1,247.00 | $ | 6.42 | ||||||
| Class C | 1,000.00 | 1,242.30 | 10.72 | |||||||||
| Class R | 1,000.00 | 1,244.90 | 7.87 | |||||||||
| Class Y | 1,000.00 | 1,248.60 | 5.14 | |||||||||
| Class R5 | 1,000.00 | 1,247.00 | 0.91 | |||||||||
| Class R6 | 1,000.00 | 1,249.50 | 4.19 | |||||||||
| Hypothetical | ||||||||||||
| (5% return before expenses) | ||||||||||||
| Class A | 1,000.00 | 1,019.09 | 5.77 | |||||||||
| Class C | 1,000.00 | 1,015.27 | 9.64 | |||||||||
| Class R | 1,000.00 | 1,017.80 | 7.08 | |||||||||
| Class Y | 1,000.00 | 1,020.23 | 4.62 | |||||||||
| Class R5 | 1,000.00 | 1,020.83 | 4.02 | |||||||||
| Class R6 | 1,000.00 | 1,021.08 | 3.77 | |||||||||
1. Actual expenses paid for Class A, C, R, Y, and R6 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Actual expenses paid for Class R5 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 37/365 to reflect the period from after the close of business on May 24, 2019 (inception of offering) to June 30, 2019.
2. Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended June 30, 2019 for Classes A, C, R, Y and R6 and for the period from after the close of business on May 24, 2019 (inception of offering) to June 30, 2019 for Class R5 are as follows:
| Class | Expense Ratios | |||
| Class A | 1.15% | |||
| Class C | 1.92 | |||
| Class R | 1.41 | |||
| Class Y | 0.92 | |||
| Class R5 | 0.80 | |||
| Class R6 | 0.75 | |||
The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of
15 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Consolidated Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.
16 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
STATEMENT OF INVESTMENTS June 30, 2019
17 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED
STATEMENT OF INVESTMENTS Continued
Footnotes to Consolidated Statement of Investments
1. Non-income producing security.
2. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $12,877,949 or 1.17% of the Fund’s net assets at period end.
3. All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to outstanding written options. The aggregate market value of such securities is $16,968,925. See Note 4 of the accompanying Consolidated Notes.
4. The value of this security was determined using significant unobservable inputs. See Note 3 of the accompanying Consolidated Notes.
18 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
Footnotes to Consolidated Statement of Investments (Continued)
5. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:
| Shares June 30, 2018 |
Gross Additions |
Gross Reductions |
Shares June 30, 2019 |
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| Common Stock Metals & Mining | ||||||||||||||||
| Americas Silver Corp. | 2,395,000 | 90,000 | 2,485,000 | — | ||||||||||||
| Wesdome Gold Mines Ltd. | 7,225,100 | 60,000 | — | 7,285,100 | ||||||||||||
| Value | Income | Realized Gain (Loss) |
Change in Unrealized Gain (Loss) |
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| Common Stock Metals & Mining | ||||||||||||||||
| Americas Silver Corp. | $ | — | $ | — | $ | (5,031,778 | ) | $ | 1,394,095 | |||||||
| Wesdome Gold Mines Ltd. | 29,984,872 | — | — | 12,932,585 | ||||||||||||
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| Total | $ | 29,984,872 | $ | — | $ | (5,031,778 | ) | $ | 14,326,680 | |||||||
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6. The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of June 30, 2019.
Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:
| Geographic Holdings | Value | Percent | ||||||
| Canada | $ | 543,551,747 | 49.2% | |||||
| Australia | 274,636,169 | 25.2 | ||||||
| United States | 131,197,530 | 11.9 | ||||||
| South Africa | 46,206,570 | 4.1 | ||||||
| Russia | 33,698,953 | 3.0 | ||||||
| China | 17,541,295 | 1.6 | ||||||
| United Kingdom | 15,882,992 | 1.4 | ||||||
| Turkey | 11,186,231 | 1.0 | ||||||
| Egypt | 11,098,114 | 1.0 | ||||||
| Netherlands | 9,190,561 | 0.8 | ||||||
| Sweden | 8,543,687 | 0.8 | ||||||
| Norway | 164,329 | 0.0 | ||||||
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| Total | $ | 1,102,898,178 | 100.0% | |||||
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| Exchange-Traded Options Written at June 30, 2019 | ||||||||||||||||||||||||
| Description | Exercise Price |
Expiration Date |
Number of Contracts (000’s) |
Notional Amount (000’s) |
Premiums Received |
Value | ||||||||||||||||||
| Alamos Gold, Inc. Call | USD 5.000 | 9/20/19 | USD (1) | USD 605 | $ | 60,920 | $ | (117,500 | ) | |||||||||||||||
| Alamos Gold, Inc. Put | USD 5.000 | 9/20/19 | USD (1) | USD 605 | 53,461 | (12,500 | ) | |||||||||||||||||
| AngloGold Ashanti Ltd. Put | USD 15.000 | 7/19/19 | USD (1) | USD 1,781 | 196,579 | (7,500 | ) | |||||||||||||||||
| AngloGold Ashanti Ltd. Call | USD 15.000 | 7/19/19 | USD (1) | USD 1,781 | 51,360 | (287,500 | ) | |||||||||||||||||
| Endeavour Mining Corp. Put | CAD 19.000 | 7/19/19 | CAD (1) | CAD 1,630 | 74,524 | (9,545 | ) | |||||||||||||||||
| Endeavour Mining Corp. Put | CAD 17.000 | 1/17/20 | CAD (1) | CAD 1,630 | 86,197 | (62,999 | ) | |||||||||||||||||
19 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED
STATEMENT OF INVESTMENTS Continued
| Exchange-Traded Options Written (Continued) | ||||||||||||||||||||||||
| Description | Exercise Price |
Expiration Date |
Number of Contracts (000’s) |
Notional Amount (000’s) |
Premiums Received |
Value | ||||||||||||||||||
| First Quantum Minerals Ltd. Call | CAD 18.000 | 10/18/19 | CAD (1) | CAD 950 | $ | 89,033 | $ | (4,200 | ) | |||||||||||||||
| First Quantum Minerals Ltd. Call | CAD 17.000 | 10/18/19 | CAD (1) | CAD 950 | 77,210 | (7,636 | ) | |||||||||||||||||
| First Quantum Minerals Ltd. Put | CAD 11.000 | 10/18/19 | CAD (1) | CAD 950 | 59,306 | (48,490 | ) | |||||||||||||||||
| Franco-Nevada Corp. Call | USD 90.000 | 10/18/19 | USD (1) | USD 8,488 | 113,960 | (270,000 | ) | |||||||||||||||||
| Franco-Nevada Corp. Put | USD 65.000 | 10/18/19 | USD (2) | USD 16,976 | 295,919 | (55,000 | ) | |||||||||||||||||
| Franco-Nevada Corp. Call | USD 80.000 | 10/18/19 | USD (1) | USD 8,488 | 211,958 | (760,000 | ) | |||||||||||||||||
| GrafTech International Ltd. Call | USD 17.500 | 10/18/19 | USD (1) | USD 1,150 | 56,461 | (22,500 | ) | |||||||||||||||||
| GrafTech International Ltd. Put | USD 12.500 | 10/18/19 | USD (1) | USD 1,150 | 221,298 | (177,500 | ) | |||||||||||||||||
| Kirkland Lake Gold Ltd. Put | CAD 40.000 | 10/18/19 | CAD (1) | CAD 4,308 | 149,578 | (28,636 | ) | |||||||||||||||||
| Kirkland Lake Gold Ltd. Call | CAD 52.000 | 10/18/19 | CAD (1) | CAD 4,308 | 138,586 | (532,625 | ) | |||||||||||||||||
| Pretium Resources, Inc. Put | CAD 11.000 | 10/18/19 | CAD (1) | CAD 1,000 | 81,900 | (21,000 | ) | |||||||||||||||||
| Torex Gold Resources, Inc. Put | CAD 15.000 | 7/19/19 | CAD (1) | CAD 1,028 | 74,697 | (124,088 | ) | |||||||||||||||||
| Torex Gold Resources, Inc. Put | CAD 15.000 | 10/18/19 | CAD (1) | CAD 1,028 | 108,479 | (167,997 | ) | |||||||||||||||||
| Torex Gold Resources, Inc. Call | CAD 18.000 | 10/18/19 | CAD (1) | CAD 1,028 | 89,307 | (17,182 | ) | |||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Total Exchange-Traded Options Written |
|
$ | 2,290,733 | $ | (2,734,398 | ) | ||||||||||||||||||
|
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| Glossary: | ||
| Currency abbreviations indicate amounts reporting in currencies | ||
| CAD | Canadian Dollar | |
See accompanying Notes to Consolidated Financial Statements.
20 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
ASSETS AND LIABILITIES June 30, 2019
| Assets | ||||
| Investments, at value—see accompanying consolidated statement of investments: | ||||
| Unaffiliated companies (cost $770,245,269) | $ | 1,060,355,570 | ||
| Affiliated companies (cost $21,971,384) | 42,542,608 | |||
|
|
|
| ||
| 1,102,898,178 | ||||
| Cash | 1,073,327 | |||
| Cash—foreign currencies (cost $24) | 24 | |||
| Receivables and other assets: | ||||
| Shares of beneficial interest sold | 3,222,994 | |||
| Investments sold | 1,352,119 | |||
| Dividends | 303,185 | |||
| Other | 116,126 | |||
|
|
|
| ||
| Total assets | 1,108,965,953 | |||
| Liabilities | ||||
| Options written, at value (premiums received $2,290,733) | 2,734,398 | |||
| Payables and other liabilities: | ||||
| Shares of beneficial interest redeemed | 3,584,602 | |||
| Investments purchased | 2,973,332 | |||
| Transfer and shareholder servicing agent fees | 243,287 | |||
| Distribution and service plan fees | 227,635 | |||
| Trustees’ compensation | 142,228 | |||
| Management fees | 60,661 | |||
| Shareholder communications | 39,000 | |||
| Administration fees | 115 | |||
| Other | 109,578 | |||
|
|
|
| ||
| Total liabilities | 10,114,836 | |||
| Net Assets | $ | 1,098,851,117 | ||
|
|
|
| ||
| Composition of Net Assets | ||||
| Shares of beneficial interest | $ | 2,344,887,733 | ||
| Total accumulated loss | (1,246,036,616 | ) | ||
|
|
|
| ||
| Net Assets | $ | 1,098,851,117 | ||
|
|
|
|
21 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED STATEMENT OF
ASSETS AND LIABILITIES Continued
| Net Asset Value Per Share | ||||
| Class A Shares: | ||||
| Net asset value and redemption price per share (based on net assets of $532,924,721 and 29,826,515 shares of beneficial interest outstanding) | $17.87 | |||
| Maximum offering price per share (net asset value plus sales charge of 5.50% of offering price) | $18.91 | |||
| Class C Shares: | ||||
| Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $88,903,776 and 5,488,362 shares of beneficial interest outstanding) | $16.20 | |||
| Class R Shares: | ||||
| Net asset value, redemption price and offering price per share (based on net assets of $113,588,621 and 6,690,047 shares of beneficial interest outstanding) | $16.98 | |||
| Class Y Shares: | ||||
| Net asset value, redemption price and offering price per share (based on net assets of $229,568,556 and 12,842,958 shares of beneficial interest outstanding) | $17.88 | |||
| Class R5 Shares: | ||||
| Net asset value, redemption price and offering price per share (based on net assets of $12,114 and 678 shares of beneficial interest outstanding) | $17.87 | |||
| Class R6 Shares: | ||||
| Net asset value, redemption price and offering price per share (based on net assets of $133,853,329 and 7,425,624 shares of beneficial interest outstanding) | $18.03 | |||
See accompanying Notes to Consolidated Financial Statements.
22 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
OPERATIONS For the Year Ended June 30, 2019
| Investment Income | ||||
| Dividends: | ||||
| Unaffiliated companies (net of foreign withholding taxes of $317,592) | $ | 10,186,954 | ||
| Affiliated companies | 434,939 | |||
| Interest | 2,438 | |||
| Total investment income | 10,624,331 | |||
| Expenses | ||||
| Management fees | 6,293,628 | |||
| Administration fees | 11,908 | |||
| Distribution and service plan fees: | ||||
| Class A | 1,044,821 | |||
| Class C | 1,055,246 | |||
| Class R | 503,164 | |||
| Transfer and shareholder servicing agent fees: | ||||
| Class A | 886,327 | |||
| Class C | 214,323 | |||
| Class R | 204,556 | |||
| Class Y | 337,157 | |||
| Class R5 | 1 | |||
| Class R6 | 31,096 | |||
| Shareholder communications: | ||||
| Class A | 34,058 | |||
| Class C | 8,726 | |||
| Class R | 5,101 | |||
| Class Y | 13,274 | |||
| Class R6 | 5,233 | |||
| Custodian fees and expenses | 85,916 | |||
| Trustees’ compensation | 26,363 | |||
| Borrowing fees | 23,851 | |||
| Other | 147,116 | |||
| Total expenses | 10,931,865 | |||
| Less reduction to custodian expenses | (8,969 | ) | ||
| Less waivers and reimbursements of expenses | (92,272 | ) | ||
| Net expenses | 10,830,624 | |||
| Net Investment Loss | (206,293 | ) |
23 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED STATEMENT OF
OPERATIONS Continued
| Realized and Unrealized Gain (Loss) | ||||
| Net realized gain (loss) on: | ||||
| Investment transactions in: | ||||
| Unaffiliated companies |
$ | (17,006,596 | ) | |
| Affiliated companies |
(5,031,778 | ) | ||
| Option contracts written | 2,495,362 | |||
| Foreign currency transactions | (94,789 | ) | ||
|
|
|
| ||
| Net realized loss | (19,637,801 | ) | ||
| Net change in unrealized appreciation/(depreciation) on: | ||||
| Investment transactions in: | ||||
| Unaffiliated companies |
147,803,063 | |||
| Affiliated companies |
14,326,680 | |||
| Translation of assets and liabilities denominated in foreign currencies | (374 | ) | ||
| Option contracts written | (651,009 | ) | ||
|
|
|
| ||
| Net change in unrealized appreciation/(depreciation) | 161,478,360 | |||
| Net Increase in Net Assets Resulting from Operations | $ | 141,634,266 | ||
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
24 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
STATEMENTS OF CHANGES IN NET ASSETS
| Year Ended June 30, 2019 |
Year Ended June 30, 2018 | |||||||
| Operations | ||||||||
| Net investment loss | $ | (206,293 | ) | $ | (4,698,053 | ) | ||
| Net realized gain (loss) | (19,637,801 | ) | 17,357,410 | |||||
| Net change in unrealized appreciation/(depreciation) | 161,478,360 | (31,991,535 | ) | |||||
|
|
|
| ||||||
| Net increase (decrease) in net assets resulting from operations | 141,634,266 | (19,332,178 | ) | |||||
| Dividends and/or Distributions to Shareholders1 | ||||||||
| Distributions to shareholders from distributable earnings: | ||||||||
| Class A | — | (15,015,096 | ) | |||||
| Class B | — | (12,596 | ) | |||||
| Class C | — | (3,055,344 | ) | |||||
| Class R | — | (3,538,235 | ) | |||||
| Class Y | — | (4,678,986 | ) | |||||
| Class R5 | — | — | ||||||
| Class R6 | — | (2,554,953 | ) | |||||
|
|
|
| ||||||
| Total distributions from distributable earnings | — | (28,855,210 | ) | |||||
| Beneficial Interest Transactions | ||||||||
| Net increase (decrease) in net assets resulting from beneficial interest transactions: | ||||||||
| Class A | (21,157,820 | ) | (56,120,555 | ) | ||||
| Class B | — | (2,841,055 | ) | |||||
| Class C | (45,910,870 | ) | (10,261,568 | ) | ||||
| Class R | (15,199,193 | ) | (16,322,727 | ) | ||||
| Class Y | 50,764,653 | 2,019,862 | ||||||
| Class R5 | 10,000 | — | ||||||
| Class R6 | 10,483,870 | 31,655,578 | ||||||
|
|
|
| ||||||
| Total beneficial interest transactions | (21,009,360 | ) | (51,870,465 | ) | ||||
| Net Assets | ||||||||
| Total increase (decrease) | 120,624,906 | (100,057,853 | ) | |||||
| Beginning of period | 978,226,211 | 1,078,284,064 | ||||||
|
|
|
| ||||||
| End of period | $ | 1,098,851,117 | $ | 978,226,211 | ||||
|
|
|
| ||||||
1. The Securities Exchange Commission eliminated the requirement to disclose the distribution components separately, except for tax return of capital. For the year ended June 30, 2018, distributions to shareholders from distributable earnings consisted of distributions from net investment income.
See accompanying Notes to Consolidated Financial Statements.
25 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS
| Class A | Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
Year Ended June 30, 2017 |
Year Ended June 30, 2016 |
Year Ended June 30, 2015 |
|||||||||||||||
| Per Share Operating Data | ||||||||||||||||||||
| Net asset value, beginning of period | $15.51 | $16.28 | $19.82 | $12.63 | $19.89 | |||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment income (loss)1 | 0.002 | (0.06) | (0.09) | (0.06) | (0.04) | |||||||||||||||
| Net realized and unrealized gain (loss) | 2.36 | (0.25) | (2.40) | 7.25 | (6.91) | |||||||||||||||
| Total from investment operations | 2.36 | (0.31) | (2.49) | 7.19 | (6.95) | |||||||||||||||
| Dividends and/or distributions to shareholders: | ||||||||||||||||||||
| Dividends from net investment income | 0.00 | (0.46) | (1.05) | 0.00 | (0.29) | |||||||||||||||
| Tax return of capital distribution | 0.00 | 0.00 | 0.00 | 0.00 | (0.02) | |||||||||||||||
| Total dividends and/or distributions to shareholders | 0.00 | (0.46) | (1.05) | 0.00 | (0.31) | |||||||||||||||
| Net asset value, end of period | $17.87 | $15.51 | $16.28 | $19.82 | $12.63 | |||||||||||||||
| Total Return, at Net Asset Value3 | 15.22% | (1.88)% | (12.12)% | 56.93% | (34.91)% | |||||||||||||||
| Ratios/Supplemental Data | ||||||||||||||||||||
| Net assets, end of period (in thousands) | $532,925 | $490,065 | $570,847 | $793,452 | $499,903 | |||||||||||||||
| Average net assets (in thousands) | $436,791 | $534,962 | $671,123 | $501,940 | $630,815 | |||||||||||||||
| Ratios to average net assets:4 | ||||||||||||||||||||
| Net investment income (loss) | 0.00%5 | (0.39)% | (0.48)% | (0.44)% | (0.29)% | |||||||||||||||
| Expenses excluding specific expenses listed below | 1.18% | 1.17% | 1.16% | 1.18% | 1.22% | |||||||||||||||
| Interest and fees from borrowings | 0.00%5 | 0.00%5 | 0.00%5 | 0.00%5 | 0.00% | |||||||||||||||
| Total expenses6 | 1.18% | 1.17% | 1.16% | 1.18% | 1.22% | |||||||||||||||
| Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.17% | 1.16% | 1.15% | 1.17% | 1.16% | |||||||||||||||
| Portfolio turnover rate | 35% | 44% | 65% | 69% | 79% | |||||||||||||||
1. Per share amounts calculated based on the average shares outstanding during the period.
2. Less than $0.005 per share.
3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4. Annualized for periods less than one full year.
5. Less than 0.005%.
6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| Year Ended June 30, 2019 | 1.18 | % | ||||||
| Year Ended June 30, 2018 | 1.17 | % | ||||||
| Year Ended June 30, 2017 | 1.16 | % | ||||||
| Year Ended June 30, 2016 | 1.18 | % | ||||||
| Year Ended June 30, 2015 | 1.22 | % |
See accompanying Notes to Consolidated Financial Statements.
26 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| Class C | Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
Year Ended June 30, 2017 |
Year Ended June 30, 2016 |
Year Ended June 30, 2015 |
|||||||||||||||
| Per Share Operating Data | ||||||||||||||||||||
| Net asset value, beginning of period | $14.17 | $14.91 | $18.26 | $11.73 | $18.44 | |||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment loss1 | (0.10) | (0.17) | (0.20) | (0.14) | (0.15) | |||||||||||||||
| Net realized and unrealized gain (loss) | 2.13 | (0.22) | (2.21) | 6.67 | (6.37) | |||||||||||||||
| Total from investment operations | 2.03 | (0.39) | (2.41) | 6.53 | (6.52) | |||||||||||||||
| Dividends and/or distributions to shareholders: | ||||||||||||||||||||
| Dividends from net investment income | 0.00 | (0.35) | (0.94) | 0.00 | (0.18) | |||||||||||||||
| Tax return of capital distribution | 0.00 | 0.00 | 0.00 | 0.00 | (0.01) | |||||||||||||||
| Total dividends and/or distributions to shareholders | 0.00 | (0.35) | (0.94) | 0.00 | (0.19) | |||||||||||||||
| Net asset value, end of period | $16.20 | $14.17 | $14.91 | $18.26 | $11.73 | |||||||||||||||
| Total Return, at Net Asset Value2 | 14.33% | (2.62)% | (12.80)% | 55.67% | (35.35)% | |||||||||||||||
| Ratios/Supplemental Data | ||||||||||||||||||||
| Net assets, end of period (in thousands) | $88,904 | $121,350 | $138,114 | $179,529 | $122,325 | |||||||||||||||
| Average net assets (in thousands) | $105,744 | $131,364 | $156,883 | $115,882 | $157,102 | |||||||||||||||
| Ratios to average net assets:3 | ||||||||||||||||||||
| Net investment loss | (0.76)% | (1.15)% | (1.22)% | (1.19)% | (1.05)% | |||||||||||||||
| Expenses excluding specific expenses listed below | 1.93% | 1.93% | 1.92% | 1.94% | 1.98% | |||||||||||||||
| Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | |||||||||||||||
| Total expenses5 | 1.93% | 1.93% | 1.92% | 1.94% | 1.98% | |||||||||||||||
| Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.92% | 1.92% | 1.91% | 1.93% | 1.92% | |||||||||||||||
| Portfolio turnover rate | 35% | 44% | 65% | 69% | 79% | |||||||||||||||
1. Per share amounts calculated based on the average shares outstanding during the period.
2. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3. Annualized for periods less than one full year.
4. Less than 0.005%.
5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| Year Ended June 30, 2019 | 1.93 | % | ||||||
| Year Ended June 30, 2018 | 1.93 | % | ||||||
| Year Ended June 30, 2017 | 1.92 | % | ||||||
| Year Ended June 30, 2016 | 1.94 | % | ||||||
| Year Ended June 30, 2015 | 1.98 | % |
See accompanying Notes to Consolidated Financial Statements.
27 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS Continued
| Class R | Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
Year Ended June 30, 2017 |
Year Ended June 30, 2016 |
Year Ended June 30, 2015 |
|||||||||||||||
| Per Share Operating Data | ||||||||||||||||||||
| Net asset value, beginning of period | $14.77 | $15.54 | $18.98 | $12.12 | $19.11 | |||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment loss1 | (0.04) | (0.10) | (0.12) | (0.09) | (0.08) | |||||||||||||||
| Net realized and unrealized gain (loss) | 2.25 | (0.25) | (2.31) | 6.95 | (6.63) | |||||||||||||||
| Total from investment operations | 2.21 | (0.35) | (2.43) | 6.86 | (6.71) | |||||||||||||||
| Dividends and/or distributions to shareholders: | ||||||||||||||||||||
| Dividends from net investment income | 0.00 | (0.42) | (1.01) | 0.00 | (0.27) | |||||||||||||||
| Tax return of capital distribution | 0.00 | 0.00 | 0.00 | 0.00 | (0.01) | |||||||||||||||
| Total dividends and/or distributions to shareholders | 0.00 | (0.42) | (1.01) | 0.00 | (0.28) | |||||||||||||||
| Net asset value, end of period | $16.98 | $14.77 | $15.54 | $18.98 | $12.12 | |||||||||||||||
| Total Return, at Net Asset Value2 | 14.96% | (2.23)% | (12.34)% | 56.60% | (35.07)% | |||||||||||||||
| Ratios/Supplemental Data | ||||||||||||||||||||
| Net assets, end of period (in thousands) | $113,589 | $114,608 | $136,979 | $176,396 | $102,624 | |||||||||||||||
| Average net assets (in thousands) | $100,857 | $128,644 | $158,070 | $108,402 | $123,329 | |||||||||||||||
| Ratios to average net assets:3 | ||||||||||||||||||||
| Net investment loss | (0.25)% | (0.65)% | (0.73)% | (0.70)% | (0.54)% | |||||||||||||||
| Expenses excluding specific expenses listed below | 1.43% | 1.43% | 1.42% | 1.43% | 1.48% | |||||||||||||||
| Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | |||||||||||||||
| Total expenses5 | 1.43% | 1.43% | 1.42% | 1.43% | 1.48% | |||||||||||||||
| Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.42% | 1.42% | 1.41% | 1.42% | 1.42% | |||||||||||||||
| Portfolio turnover rate | 35% | 44% | 65% | 69% | 79% | |||||||||||||||
1. Per share amounts calculated based on the average shares outstanding during the period.
2. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3. Annualized for periods less than one full year.
4. Less than 0.005%.
5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| Year Ended June 30, 2019 | 1.43 | % | ||||||
| Year Ended June 30, 2018 | 1.43 | % | ||||||
| Year Ended June 30, 2017 | 1.42 | % | ||||||
| Year Ended June 30, 2016 | 1.43 | % | ||||||
| Year Ended June 30, 2015 | 1.48 | % |
See accompanying Notes to Consolidated Financial Statements.
28 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| Class Y | Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
Year Ended June 30, 2017 |
Year Ended June 30, 2016 |
Year Ended June 30, 2015 |
|||||||||||||||
| Per Share Operating Data | ||||||||||||||||||||
| Net asset value, beginning of period | $15.48 | $16.26 | $19.81 | $12.59 | $19.85 | |||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment income (loss)1 | 0.04 | (0.02) | (0.05) | (0.02) | (0.01) | |||||||||||||||
| Net realized and unrealized gain (loss) | 2.36 | (0.25) | (2.41) | 7.24 | (6.90) | |||||||||||||||
| Total from investment operations | 2.40 | (0.27) | (2.46) | 7.22 | (6.91) | |||||||||||||||
| Dividends and/or distributions to shareholders: | ||||||||||||||||||||
| Dividends from net investment income | 0.00 | (0.51) | (1.09) | 0.00 | (0.34) | |||||||||||||||
| Tax return of capital distribution | 0.00 | 0.00 | 0.00 | 0.00 | (0.01) | |||||||||||||||
| Total dividends and/or distributions to shareholders | 0.00 | (0.51) | (1.09) | 0.00 | (0.35) | |||||||||||||||
| Net asset value, end of period | $17.88 | $15.48 | $16.26 | $19.81 | $12.59 | |||||||||||||||
| Total Return, at Net Asset Value2 | 15.50% | (1.65)% | (11.91)% | 57.35% | (34.74)% | |||||||||||||||
| Ratios/Supplemental Data | ||||||||||||||||||||
| Net assets, end of period (in thousands) | $229,569 | $147,282 | $152,334 | $146,710 | $102,438 | |||||||||||||||
| Average net assets (in thousands) | $165,432 | $154,822 | $140,430 | $101,745 | $128,207 | |||||||||||||||
| Ratios to average net assets:3 | ||||||||||||||||||||
| Net investment income (loss) | 0.24% | (0.15)% | (0.28)% | (0.19)% | (0.04)% | |||||||||||||||
| Expenses excluding specific expenses listed below | 0.93% | 0.93% | 0.92% | 0.94% | 0.98% | |||||||||||||||
| Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | |||||||||||||||
| Total expenses5 | 0.93% | 0.93% | 0.92% | 0.94% | 0.98% | |||||||||||||||
| Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.92% | 0.92% | 0.91% | 0.93% | 0.92% | |||||||||||||||
| Portfolio turnover rate | 35% | 44% | 65% | 69% | 79% | |||||||||||||||
1. Per share amounts calculated based on the average shares outstanding during the period.
2. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3. Annualized for periods less than one full year.
4. Less than 0.005%.
5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| Year Ended June 30, 2019 | 0.93 | % | ||||||
| Year Ended June 30, 2018 | 0.93 | % | ||||||
| Year Ended June 30, 2017 | 0.92 | % | ||||||
| Year Ended June 30, 2016 | 0.94 | % | ||||||
| Year Ended June 30, 2015 | 0.98 | % |
See accompanying Notes to Consolidated Financial Statements.
29 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS Continued
| Class R5 | Period Ended |
|||
| Per Share Operating Data | ||||
| Net asset value, beginning of period | $14.75 | |||
| Income (loss) from investment operations: | ||||
| Net investment income2 | 0.01 | |||
| Net realized and unrealized gain | 3.11 | |||
| Total from investment operations | 3.12 | |||
| Dividends and/or distributions to shareholders: | ||||
| Dividends from net investment income | 0.00 | |||
| Tax return of capital distribution | 0.00 | |||
| Total dividends and/or distributions to shareholders | 0.00 | |||
| Net asset value, end of period | $17.87 | |||
| Total Return, at Net Asset Value3 | 21.15% | |||
| Ratios/Supplemental Data | ||||
| Net assets, end of period (in thousands) | $12 | |||
| Average net assets (in thousands) | $11 | |||
| Ratios to average net assets:4 | ||||
| Net investment income | 0.35% | |||
| Expenses excluding specific expenses listed below | 0.80% | |||
| Interest and fees from borrowings | 0.00% | |||
| Total expenses5 | 0.80% | |||
| Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.80% | |||
| Portfolio turnover rate | 35% | |||
1. For the period from after the close of business on May 24, 2019 (inception of offering) to June 30, 2019.
2. Per share amounts calculated based on the average shares outstanding during the period.
3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4. Annualized for periods less than one full year.
5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| Period Ended June 30, 2019 | 0.80 | % |
See accompanying Notes to Consolidated Financial Statements.
30 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| Class R6 | Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
Year Ended June 30, 2017 |
Year Ended June 30, 2016 |
Year Ended June 30, 2015 |
|||||||||||||||
| Per Share Operating Data | ||||||||||||||||||||
| Net asset value, beginning of period | $15.58 | $16.37 | $19.94 | $12.65 | $19.96 | |||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment income (loss)1 | 0.06 | 0.002 | (0.02) | (0.00)2 | 0.02 | |||||||||||||||
| Net realized and unrealized gain (loss) | 2.39 | (0.26) | (2.42) | 7.29 | (6.94) | |||||||||||||||
| Total from investment operations | 2.45 | (0.26) | (2.44) | 7.29 | (6.92) | |||||||||||||||
| Dividends and/or distributions to shareholders: | ||||||||||||||||||||
| Dividends from net investment income | 0.00 | (0.53) | (1.13) | 0.00 | (0.38) | |||||||||||||||
| Tax return of capital distribution | 0.00 | 0.00 | 0.00 | 0.00 | (0.01) | |||||||||||||||
| Total dividends and/or distributions to shareholders | 0.00 | (0.53) | (1.13) | 0.00 | (0.39) | |||||||||||||||
| Net asset value, end of period | $18.03 | $15.58 | $16.37 | $19.94 | $12.65 | |||||||||||||||
| Total Return, at Net Asset Value3 | 15.73% | (1.53)% | (11.75)% | 57.63% | (34.62)% | |||||||||||||||
| Ratios/Supplemental Data | ||||||||||||||||||||
| Net assets, end of period (in thousands) | $133,853 | $104,921 | $77,158 | $69,889 | $39,359 | |||||||||||||||
| Average net assets (in thousands) | $103,114 | $89,461 | $69,428 | $40,868 | $44,106 | |||||||||||||||
| Ratios to average net assets:4 | ||||||||||||||||||||
| Net investment income (loss) | 0.41% | 0.02% | (0.09)% | (0.02)% | 0.16% | |||||||||||||||
| Expenses excluding specific expenses listed below | 0.76% | 0.75% | 0.73% | 0.75% | 0.78% | |||||||||||||||
| Interest and fees from borrowings | 0.00%5 | 0.00%5 | 0.00%5 | 0.00%5 | 0.00% | |||||||||||||||
| Total expenses6 | 0.76% | 0.75% | 0.73% | 0.75% | 0.78% | |||||||||||||||
| Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.75% | 0.75%7 | 0.73%7 | 0.74% | 0.72% | |||||||||||||||
| Portfolio turnover rate | 35% | 44% | 65% | 69% | 79% | |||||||||||||||
1. Per share amounts calculated based on the average shares outstanding during the period.
2. Less than $0.005 per share.
3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4. Annualized for periods less than one full year.
5. Less than 0.005%.
6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| Year Ended June 30, 2019 | 0.76 | % | ||||||
| Year Ended June 30, 2018 | 0.75 | % | ||||||
| Year Ended June 30, 2017 | 0.73 | % | ||||||
| Year Ended June 30, 2016 | 0.75 | % | ||||||
| Year Ended June 30, 2015 | 0.78 | % |
7. Waiver was less than 0.005%.
See accompanying Notes to Consolidated Financial Statements.
31 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
FINANCIAL STATEMENTS June 30, 2019
Note 1 – Significant Accounting Policies
Invesco Oppenheimer Gold & Special Minerals Fund (the “Fund”) is a series portfolio of AIM Sector Funds (Invesco Sector Funds) (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 such Fund or each class.
Prior to the close of business on May 24, 2019, the Fund operated as Oppenheimer Gold & Special Minerals Fund (the “Acquired Fund” or “Predecessor Fund”). The Acquired Fund was reorganized after the close of business on May 24, 2019 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class C, Class R, and Class Y shares received the corresponding class of shares of the Fund and holders of the Acquired Fund’s Class I shares received Class R6 shares of the Fund. Information for the Acquired Fund’s Class I shares prior to the Reorganization is included with Class R6 shares throughout this report. Class R5 shares commenced operations on the Reorganization Date.
The Fund will seek to gain exposure to the commodity market through investments in the Invesco Oppenheimer Gold & Special Minerals Fund (Cayman) Ltd. (the “Subsidiary”), a wholly-owned and controlled subsidiary by the Fund organized under the laws of the Cayman Islands. The Subsidiary was organized by the Fund to invest in gold bullion and other precious metals, Gold ETFs, commodity-linked derivatives related to gold or other special mineral (including commodity futures, financial futures, options and swap contracts). The Fund may invest up to 25% of its total assets in the Subsidiary.
The Fund’s investment objective is to seek capital appreciation.
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 and 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.
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 (except convertible securities) 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
32 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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 generally are valued 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 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
33 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
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 economic conditions, interest rates, investor perceptions 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 the accrual basis from settlement date. 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 Consolidated 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 transactions reported in the Consolidated Statement of Operations and the Consolidated Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Consolidated
34 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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 Consolidated Statement of Operations and the Consolidated 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 Consolidated Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
The Fund allocates realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class
| C. | Country Determination - For the purposes of making investment selection decisions and presentation in the Consolidated 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 - Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Adviser. |
| E. | Federal Income Taxes - The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended June 30, 2019, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements. |
Subchapter M requires, among other things, that at least 90% of the Fund’s gross income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). Income from commodity-linked derivatives may not be treated as “qualifying income” for purposes of the 90% gross income requirement. The Internal Revenue Service (IRS) has previously issued a number of private letter rulings which conclude that income derived from commodity index-linked notes and investments in a wholly-owned subsidiary will be “qualifying income.” As a result, the Fund will gain exposure to commodities through commodity-linked notes and its wholly-owned
35 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
subsidiary.
The IRS has suspended the granting of private letter rulings pending further review. As a result, there can be no assurance that the IRS will not change its position with respect to commodity-linked notes and wholly-owned subsidiaries. In addition, future legislation and guidance from the Treasury and the IRS may adversely affect the Fund’s ability to gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.
The Fund is required to include in income for federal income tax purposes all of the subsidiary’s net income and gains whether or not such income is distributed by the subsidiary. Net income and gains from the subsidiary are generally treated as ordinary income by the Fund, regardless of the character of the subsidiary’s underlying income. Net losses from the subsidiary do not pass through to the Fund for federal income tax purposes.
The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.
| Net Unrealized | ||||||||||||
| Appreciation | ||||||||||||
| Based on cost of | ||||||||||||
| Securities and | ||||||||||||
| Undistributed | Undistributed | Accumulated | Other Investments | |||||||||
| Net Investment | Long-Term | Loss | for Federal Income | |||||||||
| Income | Gain | Carryforward1,2,3,4 | Tax Purposes | |||||||||
|
|
||||||||||||
| $4,408,675 | $— | $1,505,053,538 | $254,677,729 | |||||||||
1. At period end, the Fund had $1,504,981,412 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.
2. The Fund had $72,126 of straddle losses which were deferred.
3. During the reporting period, the Fund did not utilize any capital loss carryforward.
4. During the previous reporting period, the Fund did not utilize any capital loss carryforward.
Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.
Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.
36 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| Decrease to | ||||
| Reduction | Accumulated Net | |||
| to Paid-in Capital | Loss | |||
|
|
||||
| $9,685,333 | $9,685,333 | |||
The tax character of distributions paid during the reporting periods:
| Year Ended | Year Ended | |||||||
| June 30, 2019 | June 30, 2018 | |||||||
|
|
||||||||
| Distributions paid from: | ||||||||
| Ordinary income | $ | — | $ | 28,855,210 | ||||
The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.
| Federal tax cost of securities | $ | 847,775,292 | ||
| Federal tax cost of other investments | (2,290,709) | |||
|
|
|
|||
| Total federal tax cost | $ | 845,484,583 | ||
|
|
|
|||
| Gross unrealized appreciation | $ | 356,049,761 | ||
| Gross unrealized depreciation | (101,372,032) | |||
|
|
|
|||
| Net unrealized appreciation | $ | 254,677,729 | ||
|
|
|
| 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 to each share class based on relative net assets. 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 financial statements are prepared on a basis in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which 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 |
37 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
| 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. | 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 investment transactions in the Consolidated 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 Consolidated Statement of Operations. |
| J. | Put Options Purchased and Written - The Fund may purchase and write put options including options on securities indexes, or foreign currency and/or futures contracts. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option’s underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option’s underlying instrument may be a security, securities index, or a futures contract. |
Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund’s resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the underlying portfolio securities. The Fund may write put options to earn additional income in the form of option premiums if it expects the price of the underlying instrument to remain stable or rise during the option period so that the option will not be exercised. The risk in this strategy is that the price of the underlying securities may decline by an amount greater than the
38 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
premium received. Put options written are reported as a liability in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on put options purchased and put options written are included in the Consolidated Statement of Operations as Net realized gain (loss) from and Change in net unrealized appreciation (depreciation) of Investment securities and Option contracts written, respectively. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased.
| K. | Call Options Purchased and Written - The Fund may write call options and/or buy call options. A covered call option gives the purchaser of such option the right to buy, and the writer the obligation to sell, the underlying security or foreign currency at the stated exercise price during the option period. An uncovered call option exists without the ownership of the underlying security. Options written by the Fund normally will have expiration dates between three and nine months from the date written. The exercise price of a call option may be below, equal to, or above the current market value of the underlying security at the time the option is written. |
When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability in the Consolidated Statement of Assets and Liabilities. The amount of the liability is subsequently “marked-to-market” to reflect the current market value of the option written. If a written covered call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written covered call option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. Realized and unrealized gains and losses on call options written are included in the Consolidated Statement of Operations as Net realized gain (loss) from and Change in net unrealized appreciation (depreciation) of Option contracts written. A risk in writing a covered call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing an uncovered call option is that the Fund may incur significant losses if the value of the written security exceeds the exercise price of the option.
When the Fund buys a call option, an amount equal to the premium paid by the Fund is recorded as an investment on the Consolidated Statement of Assets and Liabilities. The amount of the investment is subsequently “marked-to-market” to reflect the current value of the option purchased. Realized and unrealized gains and losses on call options purchased are included in the Consolidated Statement of Operations as Net realized gain (loss) from and Change in net unrealized appreciation (depreciation) of Investment securities. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased.
| L. | Leverage Risk - Leverage exists when the Fund can lose more than it originally invests because it purchases or sells an instrument or enters into a transaction without investing an |
39 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
| amount equal to the full economic exposure of the instrument or transaction. |
| M. | Collateral - To the extent the Fund has designated or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day. |
Note 2 – Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). 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:
| Fee Schedule* | ||
| Up to $200 million | 0.75% | |
| Next $200 million | 0.72 | |
| Next $200 million | 0.69 | |
| Next $200 million | 0.66 | |
| Next $2.2 billion | 0.60 | |
| Next $1.0 billion | 0.59 | |
| Next $2.0 billion | 0.58 | |
| Next $4.0 billion | 0.57 | |
| Over $10 billion | 0.56 |
* The advisory fee paid by the Fund shall be reduced by any amounts paid by the Fund under the administrative services agreement with the Adviser.
For the year ended June 30, 2019, the effective advisory fees incurred by the Fund was 0.69%.
From the beginning of the fiscal period until the date of the Reorganization, the Acquired Fund paid $5,616,052 in advisory fees to OFI Global Asset Management, Inc. based on the annual rates above of the Acquired Fund’s average daily net assets.
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 Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Funds.
Effective on the Reorganization Date, the Adviser has contractually agreed, through at least May 31, 2021, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit the 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 1.17%, 1.92%, 1.42%, 0.92%, 0.80% and 0.75%,
40 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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 total annual fund operating expense after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expenses 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 May 31, 2021. 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.
Further, the Adviser has contractually agreed, through at least June 30, 2021, 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 and the Subsidiary of uninvested cash in such affiliated money market funds.
For the year ended June 30, 2019, the Adviser waived advisory fees of $20,540 and reimbursed fund expenses of $35,604, $8,098, $8,798, $17,395 and $1,837 of Class A, Class C, Class R, Class Y, and Class R6, 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 year ended June 30, 2019, expenses incurred under the agreement are shown in the Consolidated Statement of Operations as Administration fees. Additionally, Invesco has entered into service agreements whereby JPMorgan Chase Bank serves as custodian to the Fund. Prior to the Reorganization, the Acquired Fund paid administrative fees to OFI Global Asset Management, Inc.
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. Prior to the Reorganization, the Acquired Fund paid transfer and shareholder servicing agent fees to OFI Global Asset Management, Inc. and Shareholder Services, Inc. For the year ended June 30, 2019, expenses incurred under these agreements are shown in the Consolidated Statement of Operations as Transfer and shareholder servicing 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 “Plan”). The Fund, pursuant to the Class A Plan, reimburses IDI in an amount up to an annual rate of 0.25% of the average daily net assets of Class A shares. The Fund, pursuant to the Class C and Class R Plan, pays IDI compensation at the annual rate of 1.00% of the average daily net
41 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
assets of Class C 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 Plan 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 plans. Prior to the Reorganization, the Acquired Fund paid distribution fees to OppenheimerFunds Distributor, Inc. For the year ended June 30, 2019, expenses incurred under the plans are shown in the Consolidated Statement of Operations as Distribution and service plan 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 year ended June 30, 2019, IDI advised the Fund that IDI retained $7,420 in front-end sales commissions from the sale of Class A shares and $— and $350 from Class A and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. From the beginning of the fiscal year to the date of the Reorganization, OppenheimerFunds Distributor, Inc. retained $70,613 in front-end sales commissions from the sale of Class A shares and $9,639 from Class C shares for CDSC imposed on redemptions by shareholders.
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
42 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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, 2019. 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 3— | ||||||||||||||||
| Level 1— | Level 2— | Significant | ||||||||||||||
| Unadjusted | Other Significant | Unobservable | ||||||||||||||
| Quoted Prices | Observable Inputs | Inputs | Value | |||||||||||||
| Assets Table | ||||||||||||||||
| Investments, at Value: | ||||||||||||||||
| Common Stocks | ||||||||||||||||
| Consumer Discretionary |
$ | — | $ | 5,994,415 | $ | — | $ | 5,994,415 | ||||||||
| Industrials |
9,959,000 | 8,708,017 | — | 18,667,017 | ||||||||||||
| Materials |
700,598,111 | 365,080,899 | 0 | 1,065,679,010 | ||||||||||||
| Rights, Warrants and Certificates | — | 0 | — | 0 | ||||||||||||
| Investment Company | 12,557,736 | — | — | 12,557,736 | ||||||||||||
|
|
|
|||||||||||||||
| Total Assets | $ | 723,114,847 | $ | 379,783,331 | $ | 0 | $ | 1,102,898,178 | ||||||||
|
|
|
|||||||||||||||
| Liabilities Table | ||||||||||||||||
| Other Financial Instruments: | ||||||||||||||||
| Options written, at value | $ | (2,734,398) | $ | — | $ | — | $ | (2,734,398) | ||||||||
|
|
|
|||||||||||||||
| Total Liabilities | $ | (2,734,398) | $ | — | $ | — | $ | (2,734,398) | ||||||||
|
|
|
|||||||||||||||
Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
Note 4 - Derivative Investments
The Fund may enter into an International Swaps and Derivatives Association Master Agreement (“ISDA Master Agreement”) under which a fund may trade OTC derivatives. An OTC transaction entered into under an ISDA Master Agreement typically involves a collateral posting arrangement, payment netting provisions and close-out netting provisions. These netting provisions allow for reduction of credit risk through netting of contractual obligations. The enforceability of the netting provisions of the ISDA Master Agreement depends on the governing law of the ISDA Master Agreement, among other factors. For financial reporting purposes, the Fund does not offset OTC derivative assets or liabilities that are subject to ISDA Master Agreements in the Consolidated Statement of Assets and Liabilities.
43 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
Value of Derivative Instruments at Period-End
The table below reflects the Fund’s exposure to Counterparties subject to either an ISDA Master Agreement or other agreement for OTC derivative liability transactions as of June 30, 2019:
| Liability Derivatives | ||||||
| Derivatives | ||||||
| Not Accounted | Consolidated | |||||
| for as Hedging | Statement of Assets | |||||
| Instruments | and Liabilities Location | Value | ||||
|
|
||||||
| Equity contracts | Options written, at value | $ | 2,734,398 | |||
Effect of Derivative Investments for the year Ended June 30, 2019
The tables below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:
| Amount of Realized Gain or (Loss) Recognized on Derivatives | ||||
| Derivatives | ||||
| Not Accounted | Option | |||
| for as Hedging | contracts | |||
| Instruments | written | |||
| Equity contracts | $ | 2,495,362 | ||
| Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives | ||||
| Derivatives | ||||
| Not Accounted | Option | |||
| for as Hedging | contracts | |||
| Instruments | written | |||
| Equity contracts | $ | (651,009 | ) | |
| The table below summarizes the average notional value of options written during the period. |
| |||
| Equity Options | ||||
| Written | ||||
| Average notional value | $ | 28,233,280 | ||
| Average contracts | 11,063 | |||
Note 5 – Expense Offset Arrangement
The expense offset arrangement is comprised of custodian credits which result from periodic overnight cash balances at the custodian. For the year ended June 30, 2019, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $8,969.
Note 6 - Trustee and Officer Fees and Benefits
The Acquired Fund has adopted an unfunded retirement plan (the “Plan”) for the Acquired Fund’s Independent Trustees. Benefits are based on years of service and fees paid to each Trustee during their period of service. The Plan was frozen with respect to adding new
44 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active Independent Trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan.
During the reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:
| Projected Benefit Obligations Increased | $ | — | ||
| Payments Made to Retired Trustees | 5,997 | |||
| Accumulated Liability as of June 30, 2019 | 50,948 |
Certain trustees have executed a Deferred Compensation Agreement pursuant to which they have the option to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Invesco and/or Invesco Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Consolidated Statement of Assets and Liabilities. Deferral of Trustees’ fees under the plan will not affect the net assets of the Fund and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.
Note 7 – Cash Balances
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with JP Morgan Chase Bank, the custodian bank. Such balances, if any at period-end, are shown in the Consolidated 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.
Note 8 – Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended June 30, 2019 was $322,498,308 and $318,237,527, respectively.
45 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS Continued
Note 9 – Share Information
Transactions in shares of beneficial interest were as follows:
| Year Ended June 30, 20191 | Year Ended June 30, 2018 | |||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||
| Class A | ||||||||||||||||||||
| Sold | 9,458,270 | $ | 144,671,146 | 8,124,876 | $ | 131,219,591 | ||||||||||||||
| Dividends and/or distributions reinvested | — | — | 923,828 | 14,171,529 | ||||||||||||||||
| Redeemed | (11,237,201 | ) | (165,828,966 | ) | (12,501,998 | ) | (201,511,675 | ) | ||||||||||||
| Net decrease | (1,778,931 | ) | $ | (21,157,820 | ) | (3,453,294 | ) | $ | (56,120,555 | ) | ||||||||||
| Class C | ||||||||||||||||||||
| Sold | 1,216,119 | $ | 16,312,847 | 1,588,420 | $ | 23,408,868 | ||||||||||||||
| Dividends and/or distributions reinvested | — | — | 202,287 | 2,846,178 | ||||||||||||||||
| Redeemed | (4,294,484 | ) | (62,223,717 | ) | (2,486,030 | ) | (36,516,614 | ) | ||||||||||||
| Net decrease | (3,078,365 | ) | $ | (45,910,870 | ) | (695,323 | ) | $ | (10,261,568 | ) | ||||||||||
| Class R | ||||||||||||||||||||
| Sold | 2,255,361 | $ | 31,565,148 | 2,961,901 | $ | 45,632,841 | ||||||||||||||
| Dividends and/or distributions reinvested | — | — | 222,740 | 3,260,909 | ||||||||||||||||
| Redeemed | (3,323,388 | ) | (46,764,341 | ) | (4,243,717 | ) | (65,216,477 | ) | ||||||||||||
| Net decrease | (1,068,027 | ) | $ | (15,199,193 | ) | (1,059,076 | ) | $ | (16,322,727 | ) | ||||||||||
| Class Y | ||||||||||||||||||||
| Sold | 10,082,276 | $ | 149,305,227 | 5,766,922 | $ | 92,733,982 | ||||||||||||||
| Dividends and/or distributions reinvested | — | — | 260,683 | 3,985,837 | ||||||||||||||||
| Redeemed | (6,756,704 | ) | (98,540,574 | ) | (5,878,169 | ) | (94,699,957 | ) | ||||||||||||
| Net increase | 3,325,572 | $ | 50,764,653 | 149,436 | $ | 2,019,862 | ||||||||||||||
| Class R52 | ||||||||||||||||||||
| Sold | 678 | $ | 10,000 | — | $ | — | ||||||||||||||
| Dividends and/or distributions reinvested | — | — | — | — | ||||||||||||||||
| Redeemed | — | — | — | — | ||||||||||||||||
| Net increase | 678 | $ | 10,000 | — | $ | — | ||||||||||||||
| Class R6 | ||||||||||||||||||||
| Sold | 5,773,319 | $ | 85,525,000 | 3,847,471 | $ | 61,147,391 | ||||||||||||||
| Dividends and/or distributions reinvested | — | — | 166,122 | 2,554,953 | ||||||||||||||||
| Redeemed | (5,082,586 | ) | (75,041,130 | ) | (1,992,793 | ) | (32,046,766 | ) | ||||||||||||
| Net increase | 690,733 | $ | 10,483,870 | 2,020,800 | $ | 31,655,578 | ||||||||||||||
1. There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 17% 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
46 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
2. Commencement date after the close of business on May 24, 2019.
Note 10 - Borrowings
Joint Credit Facility. A number of mutual funds managed by the Adviser participate in a $1.95 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Consolidated Statement of Operations. The Fund did not utilize the Facility during the reporting period. The Facility terminated May 24, 2019.
47 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Oppenheimer Gold & Special Minerals Fund
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated statement of investments, of Invesco Oppenheimer Gold & Special Minerals Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of June 30, 2019, the related consolidated statements of operations and of changes in net assets for the year ended June 30, 2019, including the related notes, and the consolidated financial highlights for each of the periods ended June 30, 2019 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2019, and the results of its operations and changes in its net assets for the year ended June 30, 2019 and the financial highlights for each of the periods ended June 30, 2019 in conformity with accounting principles generally accepted in the United States of America.
The consolidated financial statements of Invesco Oppenheimer Gold & Special Minerals Fund (formerly known as Oppenheimer Gold & Special Minerals Fund) as of and for the year ended June 30, 2018 and the consolidated financial highlights for each of the periods ended on or prior to June 30, 2018 (not presented herein, other than the consolidated statement of changes in net assets and the consolidated financial highlights) were audited by other auditors whose report dated August 24, 2018 expressed an unqualified opinion on those consolidated financial statements and consolidated financial highlights.
Basis for Opinion
These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of June 30, 2019 by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Houston, Texas
August 28, 2019
We have served as the auditor of one or more investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
48 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Trustees appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal periods ending after May 24, 2019. Prior to the close of business on May 24, 2019, the Predecessor Fund was a separate series of an unaffiliated investment company and its financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”).
Effective after the close of business on May 24, 2019, the Prior Auditor resigned as the independent registered public accounting firm of the Fund. The Prior Auditor’s report on the financial statements of the Predecessor Fund for the past two fiscal years did not contain an adverse or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Predecessor Fund’s two most recent fiscal years and through the close of business on May 24, 2019, there were no (1) disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report; or (2) “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.
49 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
FEDERAL INCOME TAX INFORMATION Unaudited
In early 2019, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2018.
Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 51.11% to arrive at the amount eligible for the corporate dividend-received deduction.
A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $7,956,410 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2019, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.
Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $127,437 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.
The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.
50 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS Unaudited
At meetings held on December 14, 2018, the Board of Trustees (the Board or the Trustees) of AIM Sector Funds (Invesco Sector Funds) (the Trust) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved (i) an amendment to the Trust’s Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) to add Invesco Oppenheimer Gold & Special Minerals Fund (the Fund), (ii) an amendment to 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. to add the Fund, (iii) an amendment to the separate sub-advisory contract with Invesco Capital Management LLC to add the Fund, (iv) an amendment to the separate sub-advisory contract with Invesco Asset Management (India) Private Limited to add the Fund, and (v) an initial sub-advisory contract with OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts). Additionally, on March 26, 2019, the Board re-approved an initial sub-advisory contract with OppenheimerFunds, Inc. following its change of control as a result of the acquisition of OppenheimerFunds, Inc. and its subsidiaries, including the Oppenheimer mutual funds (each, an Oppenheimer Fund), by Invesco Ltd. (the OFI Transaction). After evaluating the factors discussed below, among others, the Board approved the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable 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 noted that it had previously approved establishing the Fund at the Board meeting held on October 23, 2018 and that the Fund was formed to acquire the assets and liabilities of an Oppenheimer Fund (the Acquired Fund) with the same investment objective and substantially similar principal investment strategies and risks. At the time of approval, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or any of the Affiliated Sub-Advisers except OppenheimerFunds, Inc., which was not affiliated with Invesco at that time.
In approving the investment advisory agreement and sub-advisory contracts, the Board followed a process similar to the process that it follows in annually reviewing and approving investment advisory agreements and sub-advisory contracts for the series portfolios of funds advised by Invesco Advisers and considered the information provided in the most recent annual review process for those funds as well as the information provided with respect to the Fund. As part of the approval process, the Board reviewed and considered 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. The Board reviewed comparative investment performance and fee data prepared by Invesco Advisers and an independent mutual fund data provider. The Board was assisted in its review by the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees, and by independent legal counsel.
51 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY
CONTRACTS Unaudited / Continued
The discussion below serves as a summary 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 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. This information is current as of December 14, 2018 and March 26, 2019 for the sub-advisory contract with OppenheimerFunds, Inc.
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 to be 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 will provide these services. The Board’s review included consideration of the investment process oversight and structure, credit analysis and investment risk management to be employed in providing advisory services to the Fund. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds and will provide to the Fund, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such business. The Board reviewed and considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds, including the Fund, following the OFI Transaction. The Board concluded that the nature, extent and quality of the services to be 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
52 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.
B. Fund Investment Performance
The Board noted that the Fund would continue the historical performance information of the Acquired Fund following the consummation of the OFI Transaction. The Board considered the performance of the Acquired Fund and the fact that, at the closing of the OFI Transaction, management anticipates that the Fund will be managed pursuant to substantially similar investment strategies and by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund 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, 2017 to the performance of funds in the Morningstar performance universe and against the Fund’s benchmark index. The Trustees also reviewed more recent Fund performance and this review did not change their 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 Morningstar 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 at least two years from the closing date of the OFI Transaction 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 also considered the fees charged by Invesco Advisers and the Affiliated Sub- Advisers to other similarly managed client accounts. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients. Invesco Advisers reviewed with the Board differences in the scope of services it provides to the Invesco Funds relative to certain other types of client accounts, including management of cash flows as a result of redemptions and purchases, necessary infrastructure such as officers, office space, technology, legal and distribution, oversight of service providers, costs and business risks associated with launching new funds and sponsoring and maintaining the product line, preparation of annual registration statement updates and financial information and compliance with federal and state laws and regulations.
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.
53 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY
CONTRACTS Unaudited / Continued
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. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board also considered that the Fund may benefit 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 will share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.
E. Profitability and Financial Resources
The Board reviewed information from the 2018 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an independent consultant. The Board noted that Invesco Advisers will continue to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Invesco Funds, and the profits estimated to be realized by the Fund, to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.
F. Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees to be received for providing administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; and 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’
54 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
expenses. The Board also considered that it will receive periodic reports from Invesco representing 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 money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds with respect to certain investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers will receive 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 amount of advisory fees to be received by Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.
The Board also considered that an affiliated broker may receive commissions for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers may use the affiliated broker to, among other things, control order routing and minimize information leakage, and the Board was be advised that such trades will be executed in compliance with rules under the federal securities laws and consistent with best execution obligations.
55 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;
UPDATES TO STATEMENT OF INVESTMENTS Unaudited
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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 holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q (or any successor Form) on the SEC website at sec.gov.
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/proxyguidelines. 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. The 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.
56 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
A Special Meeting (“Meeting”) of Shareholders of Invesco Oppenheimer Gold & Special Minerals Fund was held on May 17, 2019. The Meeting was held for the following purpose:
(1) Approval of an Agreement and Plan of Reorganization that provides for the reorganization of Oppenheimer Gold & Special Minerals Fund into Invesco Oppenheimer Gold & Special Minerals Fund.
The results of the voting on the above matter was as follows:
| Votes | Votes | Votes | Broker | |||||||||||||
| Matter | For | Against | Abstain | Non-Votes | ||||||||||||
| (1) Approval of an Agreement and Plan of Reorganization | 23,954,671 | 1,600,468 | 6,614,619 | 0 | ||||||||||||
57 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited
The address of each trustee and officer is AIM Sector Funds (Invesco Sector Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Information below is as of June 10, 2019.
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
|
INTERESTED PERSONS
|
||||||||
| Martin L. Flanagan 1 — 1960 Trustee and Vice Chair |
2007 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business | 241 | None | ||||
| Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly IVZ Inc.) (holding company), Invesco Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization) | ||||||||
| Philip A. Taylor 2 — 1954 Trustee |
2006 | Vice Chair, Invesco Ltd.; Trustee, The Invesco Funds | 241 | None | ||||
| Formerly: Director, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./ Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); | ||||||||
|
1 Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser.
| ||||||||
58 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| 2 Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of Invesco Ltd., ultimate parent of the Adviser. | ||||||||
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INTERESTED PERSONS (CONTINUED) | ||||||||
| Philip A. Taylor (Continued) | Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./ Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.) (financial services holding company); Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, Van Kampen Exchange Corp; President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./ Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Canada Fund Inc. (corporate mutual fund company); Director and Chairman, Van Kampen Investor Services Inc.; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding | |||||||
59 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited / Continued
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INTERESTED PERSONS (CONTINUED) | ||||||||
| Philip A. Taylor (Continued) | company) and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships) and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.) (registered broker dealer); Manager, Invesco Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco AIM Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. | |||||||
60 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INDEPENDENT TRUSTEES | ||||||||
| Bruce L. Crockett – 1944 Trustee and Chair |
2003 | Chairman, Crockett Technologies Associates (technology consulting company)
Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer, COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute: Member of the Audit Committee, Investment Company Institute; Member of the Executive Committee and Chair of the Governance Committee, Independent Directors Council |
241 | Director and Chairman of the Audit Committee, ALPS (Attorneys Liability Protection Society) (insurance company); Director and Member of the Audit Committee and Compensation Committee, Ferroglobe PLC (metallurgical company) | ||||
| David C. Arch – 1945 Trustee |
2010 | Chairman of Blistex Inc. (consumer health care products manufacturer); Member, World Presidents’ Organization | 241 | Board member of the Illinois Manufacturers’ Association | ||||
| Beth Ann Brown 3 – 1968 Trustee |
2019 | Independent Consultant
Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds |
225 | Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, of Acton Shapleigh Youth Conservation Corps (non -profit); and Vice President and Director of Grahamtastic Connection (non- profit) | ||||
| Jack M. Fields – 1952 Trustee |
2003 | Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Chairman, Discovery Learning Alliance (non-profit) | 241 | None | ||||
| Formerly: Owner and Chief Executive Officer, Dos Angeles Ranch L.P. (cattle, hunting, corporate entertainment); Director, Insperity, Inc. (formerly known as Administaff) (human resources provider); Chief Executive Officer, Texana Timber LP (sustainable forestry | ||||||||
| 3 Mss. Brown and Krentzman and Messrs. Motley, Vandivort and Vaughn were appointed as Trustees of the Trust effective June 10, 2019. | ||||||||
61 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited / Continued
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INDEPENDENT TRUSTEES (CONTINUED) | ||||||||
| Jack M. Fields (Continued) | company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives | |||||||
| Cynthia Hostetler —1962 Trustee |
2017 | Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Director, Aberdeen Investment Funds (4 portfolios); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP |
241 | Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Genesee & Wyoming, Inc. (railroads); Artio Global Investment LLC (mutual fund complex); Edgen Group, Inc. (specialized energy and infrastructure products distributor); Investment Company Institute (professional organization); Independent Directors Council (professional organization) | ||||
| Eli Jones – 1961 Trustee |
2016 | Professor and Dean, Mays Business School - Texas A&M University
Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank |
241 | Insperity, Inc. (formerly known as Administaff) (human resources provider) | ||||
| Elizabeth Krentzman 3 – 1959 Trustee |
2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management – Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP.; Advisory Board Member of the | 225 | Trustee of the University of Florida National Board Foundation and Audit Committee Member; Member of the Cartica Funds Board of Directors (private investment funds); Member of the University of Florida Law Center Association, Inc. Board of Trustees and Audit Committee Member | ||||
62 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INDEPENDENT TRUSTEES (CONTINUED) | ||||||||
| Elizabeth Krentzman (Continued) | Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds | |||||||
| Anthony J. LaCava, Jr. – 1956 Trustee |
2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 241 | Blue Hills Bank; Chairman of Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP | ||||
| Prema Mathai-Davis – 1950 Trustee |
2003 | Retired
Co-Owner & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor) |
241 | None | ||||
| Joel W. Motley 3 – 1952 Trustee |
2019 | Director of Office of Finance, Federal Home Loan Bank; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization).
Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; and Director of Columbia Equity Financial Corp. (privately held financial advisor) |
225 | Director of Greenwall Foundation (bioethics research foundation); Member of Board and Investment Committee of The Greenwall Foundation; Director of Southern Africa Legal Services Foundation; Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
| Teresa M. Ressel — 1962 Trustee |
2017 | Non-executive director and trustee of a number of public and private business corporations
Formerly: Chief Financial Officer, Olayan America, The Olayan Group (international investor/commercial/industrial); Chief Executive Officer, UBS Securities LLC; Group Chief Operating Officer, Americas, UBS AG; Assistant Secretary for Management & Budget and CFO, US Department of the Treasury |
241 | Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier) | ||||
63 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited / Continued
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INDEPENDENT TRUSTEES (CONTINUED) | ||||||||
| Ann Barnett Stern – 1957 Trustee |
2017 | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President and General Counsel, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP; Business Law Instructor, University of St. Thomas; Attorney, Andrews & Kurth LLP |
241 | Federal Reserve Bank of Dallas | ||||
| Raymond Stickel, Jr. – 1944 Trustee |
2005 | Retired
Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche |
241 | None | ||||
| Robert C. Troccoli – 1949 Trustee |
2016 | Retired
Formerly: Adjunct Professor, University of Denver – Daniels College of Business, Senior Partner, KPMG LLP |
241 | None | ||||
| Daniel S. Vandivort 3 –1954 Trustee |
2019 | Treasurer, Chairman of the Audit and Finance Committee, and Trustee, Board of Trustees, Huntington Disease Foundation of America; and President, Flyway Advisory Services LLC (consulting and property management).
Formerly: Trustee and Governance Chair, of certain Oppenheimer Funds |
225 | Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds | ||||
| James D. Vaughn 3 – 1945 Trustee |
2019 | Retired
Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds |
225 | Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee and Investment Committee member, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit) | ||||
| Christopher L. Wilson – 1957 Trustee and Vice Chair |
2017 | Non-executive director and trustee of a number of public and private business corporations
Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); |
241 | ISO New England, Inc. (non-profit organization managing regional electricity market) | ||||
64 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| INDEPENDENT TRUSTEES (CONTINUED) | ||||||||
| Christopher L. Wilson (Continued) | Managing Partner, CT2, LLC (investing and consulting firm); President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments | |||||||
65 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited / Continued
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| OTHER OFFICERS | ||||||||
| Sheri Morris — 1964 President, Principal Executive Officer and Treasurer |
2003 | President, Principal Executive Officer and Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange- Traded Self-Indexed Fund Trust
Formerly: Vice President and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; and Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust |
N/A | N/A | ||||
| Russell C. Burk — 1958 Senior Vice President and Senior Officer |
2005 | Senior Vice President and Senior Officer, The Invesco Funds | N/A | N/A | ||||
| Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary |
2018 | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco | N/A | N/A | ||||
66 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| OTHER OFFICERS (CONTINUED) | ||||||||
| Jeffrey H. Kupor (Continued) | India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange- Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC; Secretary, Jemstep, Inc.
Formerly: Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; and Secretary, Sovereign G./P. Holdings Inc. |
|||||||
| Andrew R. Schlossberg – 1974 Senior Vice President |
2019 | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, President and Chairman, Invesco Insurance Agency, Inc.; Formerly: Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; | N/A | N/A | ||||
67 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited / Continued
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| OTHER OFFICERS (CONTINUED) | ||||||||
| Andrew R. Schlossberg (Continued) | Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC | |||||||
| John M. Zerr — 1962 Senior Vice President |
2006 | Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Manager, Invesco Specialized Products, LLC; Director and Senior Vice President, Invesco Insurance Agency, Inc.; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent)
Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and |
N/A | N/A | ||||
68 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| OTHER OFFICERS (CONTINUED) | ||||||||
| John M. Zerr (Continued) | General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange- Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) | |||||||
| Gregory G. McGreevey - 1962 Senior Vice President |
2012 | Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; and Senior Vice President, The Invesco Funds; and President, SNW Asset Management Corporation
Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds |
N/A | N/A | ||||
69 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
TRUSTEES AND OFFICERS Unaudited / Continued
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Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| OTHER OFFICERS (CONTINUED) | ||||||||
| Kelli Gallegos – 1970 Vice President, Principal Financial Officer and Assistant Treasurer |
2008 | Assistant Treasurer, Invesco Specialized Products, LLC; Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Principal Financial and Accounting Officer –Pooled Investments, Invesco Capital Management LLC; Vice President and Treasurer, Invesco Exchange- Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self- Indexed Fund Trust
Formerly: Assistant Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange- Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Capital Management LLC; Assistant Vice President, The Invesco Funds |
N/A | N/A | ||||
| Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer |
2013 | Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, and Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange- Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.
Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. and Invesco Management Group, Inc. |
N/A | N/A | ||||
70 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
|
Name, Year of Birth and Position(s) Held with the Trust |
Trustee |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
| OTHER OFFICERS (CONTINUED) | ||||||||
| Robert R. Leveille – 1969 Chief Compliance Officer |
2016 | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds
Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds |
N/A | N/A | ||||
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s Statement of Additional Information for information on the Fund’s sub-advisers.
| Office of the Fund | Investment Adviser | Distributor | Auditors | |||
| 11 Greenway Plaza, | Invesco Advisers, Inc. | Invesco Distributors, Inc. | PricewaterhouseCoopers | |||
| Suite 1000 | 1555 Peachtree Street, N.E. | 11 Greenway Plaza, | LLP | |||
| Houston, TX 77046-1173 | Atlanta, GA 30309 | Suite 1000 | 1000 Louisiana Street, | |||
| Houston, TX | Suite 5800 | |||||
| 77046-1173 | Houston, TX 77002-5021 | |||||
| Counsel to the Fund | Counsel to the | Transfer Agent | Custodian | |||
| Stradley Ronon Stevens & Young, | Independent Trustees | Invesco Investment | JPMorgan Chase Bank | |||
| LLP | Goodwin Procter LLP | Services, Inc. | 4 Chase Metro Tech | |||
| 2005 Market Street, | 901 New York Avenue, N.W. | 11 Greenway Plaza, | Center | |||
| Suite 2600 | Washington, D.C. 20001 | Suite 1000 | Brooklyn, NY 11245 | |||
| Philadelphia, PA 19103-7018 | Houston, TX | |||||
| 77046-1173 |
71 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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Invesco recognizes the importance of protecting your personal and financial information when you visit our website located at www.invesco.com (the “Website”). The following information is designed to help you understand the information collection practices at this Website. We will not sell, share or rent your personally identifiable information to others in contravention of this Privacy Policy. When we refer to ourselves as “we” or “Invesco” in this Privacy Policy, we mean our entire company including our affiliates, such as subsidiaries.
By visiting this Website, you are accepting the practices described in this Privacy Policy. If you do not agree to this policy, you may not use this Website. This Privacy Policy is subject to change without notice, from time to time in our sole discretion. You acknowledge that by accessing the Website after we have posted changes to this Privacy Policy, you are agreeing to this Privacy Policy as modified. Please review the Terms of Use to learn of other terms and conditions applicable to your use of the Website.
Please note that this Privacy Policy is not an exclusive statement of our privacy principles across all products and services. Other privacy principles or policies may apply depending on the products or services you obtain from Invesco, or the jurisdiction in which you transact with Invesco.
This Privacy Policy was last updated on May 6, 2018.
Information We Collect and Use
We collect personal information you choose to submit to the Website in order to process transactions requested by you and meet our contractual obligations. For example, you can choose to provide your name, contact information, social security number, or tax identification number in connection with accessing your account, or you can choose to provide your personal information when you fill out a secure account question form. Any information collected about you from the Website can, from time to time, be associated with other identifying information we have about you.
In addition, we may gather information about you automatically through your use of the Website, e.g. your IP address, how you navigate the Website, the organization from which you are accessing the Website, and the websites that you access before and after you visit the Website.
When you access the Website, we may also collect information such as unique device identifiers, your screen resolution and other device settings, information about your location, and analytical information about how you use the device from which you are viewing the Website. Where applicable, we may ask your permission before collecting certain information, such as precise geolocation information.
From time to time, we use or augment the personal information we have about you with information obtained from third parties. For example, we use third party information to confirm contact or financial information or to better understand your interests by associating demographic information from third parties with the information you have provided.
How We Use Personal Information
We use your personal information to respond to your inquiries and provide the products and services you request. We also use your information from time to time to deliver the content and services we believe
72 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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you will find the most relevant and to provide customer service and support.
We also use the information you provide to further develop and improve our products and services. We aggregate and/or de-identify data about visitors to the Website for various business purposes including product and service development and improvement activities.
How We Share Personal Information
We collaborate with other companies and individuals to perform services for us and on our behalf and we collaborate with our affiliates, other companies and individuals with respect to particular products or services (“Providers”). Examples of Providers include data analysis firms, customer service and support providers, email and SMS vendors, and web-hosting and development companies. Some Providers collect information for us or on our behalf on our Website. These Providers can be provided with access to personal information needed to perform their functions.
We reserve the right to disclose your personal information as required by law, when we believe disclosure is necessary to comply with a regulatory requirement, judicial proceeding, court order or legal process served on us, to protect the safety, rights or property of our customers, the public or Invesco or to enforce the Terms of Use.
If we sell or transfer a business unit (such as a subsidiary) or an asset (such as a website) to another company, we will share your personal information with such company. You will receive notice of such an event and the new entity will inform you of any changes to the practices in this Privacy Policy. If the new entity wishes to make additional use of your information, you have the right to decline such use at that time.
We occasionally disclose aggregate or de-identified data that is not personally identifiable with third parties.
Cookies and Other Tools
Invesco and its Providers collect information about you by using cookies, tracking pixels and other technologies. We use this information to better understand, customize and improve user experience with our websites, services and offerings as well as to manage our advertising. For example, we use web analytics services that use these technologies to gather information to help us understand how visitors engage with and navigate our Website, e.g., how and when pages in a site are visited and by how many visitors. We are also able to offer our visitors a more customized, relevant experience on our sites using these technologies by delivering content and functionality based on your preferences and interests.
Depending on their purpose, some cookies will only operate for the length of a single browsing session, while others have a longer life span to ensure that they fulfill their longer-term purposes. Your web browser can be set to allow you to control whether you will accept cookies or reject cookies, to notify you each time a cookie is sent to your browser, or to delete cookies that have already been set. If your browser is set to reject cookies, certain aspects of the Website that are cookie-enabled will not recognize you when you return to the website, and some Website functionality may be lost. The “Help” section of your browser may tell you how to prevent your browser from accepting cookies. To find out more about cookies, visit www.aboutcookies.org.
73 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
| INVESCO’S PRIVACY POLICY Continued
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Security
No data transmission over the internet can be 100% secure, so Invesco cannot ensure or warrant the security of any information you submit to us on this Website. However, Invesco seeks to protect your personal information from unauthorized access or use when you transact business on our Website using technical, administrative and procedural measures. Invesco makes no representation as to the reasonableness, efficacy, or appropriateness of the measures we use to safeguard such information.
Users are responsible for maintaining the secrecy of their own passwords. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of any account you might have with us has been compromised), please immediately notify us by contacting us as specified below.
Transfer of Data to Other Countries
Any information you provide to Invesco through use of the Website may be stored and processed, transferred between and accessed from the United States, Canada and other countries which do not guarantee the same level of protection of personal information as the one in which you reside. However, Invesco will handle your personal information in accordance with this Privacy Policy regardless of where your personal information is stored/accessed.
Children’s Privacy
We are committed to protecting the privacy of children. We do not knowingly collect personal information from children under the age of 18. If you are under the age of 18, do not provide us with any personal information.
Contact Us
Please contact us if you have any questions or concerns about your personal information or require assistance in managing your choices.
Invesco Ltd.
1555 Peachtree St. NE
Atlanta, GA 30309
By phone:
(404) 439-3236
By fax:
(404) 962-8288
By email:
Anne.Gerry@invesco.com
Please update your account information by logging in or contact us by email or telephone as specified above to update your account information whenever such information ceases to be complete or accurate.
You may also contact us to:
74 INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND
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| ● | Request that we amend, rectify, delete or update the personal data we hold about you; |
| ● | Where possible (e.g. in relation to marketing) amend or update your choices around processing; |
| ● | Request a copy of personal data held by us. |
Disclaimer
Where the Website contains links to third-party websites/content/services that are not owned or controlled by Invesco, Invesco is not responsible for how these properties operate or treat your personal information so we recommend that you read the privacy policies and terms associated with these third party properties carefully.
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| Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078. | ||
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Invesco Distributors, Inc. |
O-GSM-AR-1 | 08232019 | ||||||
| ITEM 2. | CODE OF ETHICS. |
There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial experts are David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Elizabeth Krentzman, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. Robert C. Troccoli and James Vaughn. David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Elizabeth Krentzman, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. Robert C. Troccoli and James Vaughn are “independent” within the meaning of that term as used in Form N-CSR.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
PricewaterhouseCoopers LLP (“PwC”) informed the Audit Committee that it has identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities (referred to as a “more than ten percent owner”). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd. (collectively, the Invesco Fund Complex). PwC informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex.
On June 20, 2016, the SEC Staff issued a “no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. On June 18, 2019, the SEC adopted amendments to the Loan Rule (the “Amendments”) addressing many of the issues that led to the issuance of the no-action letter. The Amendments become effective and supersede the no-action letter on October 3, 2019, 90 days after publication in the Federal Register. In connection with prior independence determinations, PwC communicated, as contemplated by the no-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PwC is able to exhibit the requisite objectivity and impartiality to report on the Funds’ financial statements as the independent registered public accounting firm. PwC also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore, the Adviser, the Funds and PwC concluded that PwC could continue as the Funds’ independent registered public accounting firm. The Invesco Fund Complex relied upon the no-action letter in reaching this conclusion.
If in the future the independence of PwC is called into question under the Loan Rule by circumstances that are not addressed in the SEC’s no-action letter, the Funds will need to take other action in order for the Funds’ filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such additional actions could result in additional costs, impair the ability of the Funds to issue new shares or have other material adverse effects on the Funds. The SEC no-action relief was initially set to expire 18 months from issuance but has been extended by the SEC without an expiration date, except that the no-action letter will be withdrawn upon the effectiveness of the Amendments.
During the reporting period, PwC advised the Audit Committee of the following matters for consideration under the SEC’s auditor independence rules. PwC advised the Audit Committee that a PwC Manager, a PwC Senior Manager and a PwC Director each held financial interests in investment companies within the Invesco Fund Complex that were inconsistent with the requirements of Rule 2-01(c)(1) of Regulation S-X. PwC noted, among other things, that during the time of its audit, the engagement team was not aware of the investments, the individuals were not in the chain of command of the audit or the audit partners of Invesco or the affiliate of the Registrant, the services each individual provided were not relied upon by the audit engagement team with respect to the audit of the Registrant or its affiliates and the investments were not material to the net worth of each individual or their respective immediate family members which they considered in reaching their conclusion. PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by these matters as they related to the audit of the Registrant.
On May 24, 2019, certain investment advisor subsidiaries of Invesco Ltd. assumed management responsibility from Oppenheimer Funds, Inc. (“OFI”) for 83 open-end mutual funds and 20 exchange-traded funds (collectively, the “Oppenheimer Funds”). Assumption of management responsibility for the Oppenheimer Funds was accomplished through the reorganization of each Oppenheimer Fund into a new Invesco shell fund (collectively, the “New Invesco Funds”) that did not have pre-existing assets (together, the “Reorganizations”). The Reorganizations were part of the acquisition by Invesco Ltd. (together with its subsidiaries, “Invesco”) of the asset management business of OFI (including the Oppenheimer Funds) from Massachusetts Mutual Life Insurance Company (“MassMutual”), which was also consummated on May 24, 2019 (the “Acquisition”). Subsequent to the Acquisition, MassMutual became a significant shareholder of Invesco, and the Invesco Ltd. board of directors expanded by one director with the addition of a director selected by MassMutual.
Prior to the consummation of the Acquisition and the Reorganizations on May 24, 2019, PwC completed an independence assessment to evaluate the services and relationships with OFI and its affiliates, which became affiliates of Invesco upon the closing of the Acquisition. The assessment identified the following relationship and services that are inconsistent with the auditor independence rules under Rule 2-01 of Regulation S-X (“Rule 2-01”) if provided to an affiliate of an audit client. A retired PwC partner who receives a benefit from PwC that is not fully funded, served as a member of Audit Committee of the Boards of Trustees of certain Oppenheimer Funds prior to the Acquisition (the “Pre-Reorganization Relationship”). Additionally, PwC provided certain non-audit services including, expert legal services to one Oppenheimer Fund, custody of client assets in connection with payroll services, a non-audit service performed pursuant to a success-based fee, non-audit services in which PwC acted as an advocate on behalf of a MassMutual foreign affiliate and certain employee activities undertaken in connection with the provision of non-audit services for MassMutual and certain MassMutual foreign affiliates (collectively, the “Pre-Reorganization Services”).
PwC and the Audit Committees of the New Invesco Funds each considered the impact that the Pre-Reorganization Relationship and Services have on PwC’s independence with respect to the New Invesco Funds. On the basis of the nature of the relationship and services performed, and in particular the mitigating factors described below, PwC concluded that a reasonable investor, possessing knowledge of all the relevant facts and circumstances regarding the Pre-Reorganization Relationship and Services, would conclude that the Pre-Reorganization Relationship and Services do not impair PwC’s ability to exhibit the requisite objectivity and impartiality to report on the financial statements of the New Invesco Funds for the years ending May 31, 2019 – April 30, 2020 (“PwC’s Conclusion”).
The Audit Committees of the Boards of Trustees of the New Invesco Funds, based upon PwC’s Conclusion and the concurrence of Invesco, considered the relevant facts and circumstances including the mitigating factors described below and, after careful consideration, concluded that PwC is capable of exercising objective and impartial judgment in connection with its audits of the financial statements of the New Invesco Funds that the respective Boards of Trustees oversee.
Mitigating factors that PwC and the Audit Committees considered in reaching their respective conclusions included, among others, the following factors:
| • | none of the Pre-Reorganization Relationship or Services created a mutuality of interest between PwC and the New Invesco Funds; |
| • | PwC will not act in a management or employee capacity for the New Invesco Funds or their affiliates during any portion of PwC’s professional engagement period; |
| • | other than the expert legal services, Pre-Reorganization Services that have been provided to OFI, MassMutual and their affiliates do not have any impact on the financial statements of the New Invesco Funds; |
| • | as it relates to the expert legal services, while the service provided by PwC related to litigation involving one Oppenheimer Fund, the impact of the litigation on the Oppenheimer Fund’s financial statements was based upon OFI’s decision, and OFI management represented that the PwC service was not considered a significant component of its decision; |
| • | while certain employees of OFI who were involved in the financial reporting process of the Oppenheimer Funds will be employed by Invesco subsequent to the Reorganizations, existing officers of other Invesco Funds will serve as Principal Executive Officer and Principal Financial Officer or equivalent roles for the New Invesco Funds, and are ultimately responsible for the accuracy of all financial statement assertions for the entirety of the financial reporting periods for the New Invesco Funds; |
| • | the Pre-Reorganization Services giving rise to the lack of independence were provided to, or entered into with, OFI, MassMutual and their affiliates at a time when PwC had no independence restriction with respect to these entities; |
| • | with the exception of the expert legal service provided to one Oppenheimer Fund, none of the Pre-Reorganization Services affected the operations or financial reporting of the New Invesco Funds; |
| • | the Pre-Reorganization Services provided by PwC to OFI, MassMutual and their affiliates were performed by persons who were not, and will not be, part of the audit engagement team for the New Invesco Funds; and |
| • | the fees associated with the Pre-Reorganization Services were not material to MassMutual, Invesco or PwC. |
(a) to (d)
Fees Billed by PwC Related to the Registrant
PwC billed the series of the Registrant with a fiscal year end of June 30, 2019 (each a “Fund”) aggregate fees for services rendered to these Funds as shown in the following table. Each Fund is newly organized and was created, respectively, for the purpose of acquiring the assets and liabilities of a corresponding predecessor fund (each, a “Reorganization”). Each Reorganization was consummated after the close of business on May 24, 2019, prior to which each Fund had not yet commenced operations. Accordingly, the information shown in the following table has been provided for the period since each Fund’s commencement of operations. The Audit Committee pre-approved all audit and non-audit services provided to the Funds.
| Fees Billed for Services Rendered to the Registrant for fiscal year end 2019 |
||||
| Audit Fees |
$ | 48,875 | ||
| Audit-Related Fees |
$ | 0 | ||
| Tax Fees(1) |
$ | 20,800 | ||
| All Other Fees |
$ | 0 | ||
|
|
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| Total Fees |
$ | 69,675 | ||
(g) PwC billed the Registrant aggregate non-audit fees of $20,800 for the fiscal year ended 2019
| (1) | Tax Fees for the fiscal year end June 30, 2019 includes fees billed for reviewing tax returns and/or services related to tax compliance. |
Fees Billed by PwC Related to Invesco and Invesco Affiliates
PwC billed Invesco Advisers, Inc. (“Invesco”), each Fund’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to each Fund (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the period since each Fund’s commencement of operations as shown in the following table. The Audit Committee pre-approved all non-audit services provided to Invesco and Invesco Affiliates.
| Fees Billed for Non-Audit Services Rendered to Invesco and Affiliates for fiscal year end 2019 That Were Required to be Pre-Approved by the Registrant’s Audit Committee |
||||
| Audit-Related Fees(1) |
$ | 690,000 | ||
| Tax Fees |
$ | 0 | ||
| All Other Fees |
$ | 0 | ||
|
|
|
|||
| Total Fees |
$ | 690,000 | ||
| (1) | Audit-Related Fees for the year end 2019 include fees billed related to reviewing controls at a service organization. |
(e)(2) There were no amounts that were pre-approved by the Audit Committee pursuant to the de minimus exception under Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Including the fees for services not required to be pre-approved by the registrant’s audit committee, PwC billed Invesco and Invesco Affiliates aggregate non-audit fees of $3,901,000 for the fiscal year ended June 30, 2019 for non-audit services rendered to Invesco and Invesco Affiliates.
PwC provided audit services to the Investment Company complex of approximately $34 million.
(h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence.
(e)(1)
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committees
of the Invesco Funds (the “Funds”)
Last Amended March 29, 2017
| I. | Statement of Principles |
The Audit Committees (the “Audit Committee”) of the Boards of Trustees of the Funds (the “Board”) have adopted these policies and procedures (the “Procedures”) with respect to the pre-approval of audit and non-audit services to be provided by the Funds’ independent auditor (the “Auditor”) to the Funds, and to the Funds’ investment adviser(s) and any entity controlling, controlled by, or under common control with the investment adviser(s) that provides ongoing services to the Funds (collectively, “Service Affiliates”).
Under Section 202 of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule 2-01 of Regulation S-X requires that the Audit Committee also pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds (a “Service Affiliate’s Covered Engagement”).
These Procedures set forth the procedures and the conditions pursuant to which the Audit Committee may pre-approve audit and non-audit services for the Funds and a Service Affiliate’s Covered Engagement pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and other organizations and regulatory bodies applicable to the Funds (“Applicable Rules”).1 They address both general pre-approvals without consideration of specific case-by-case services (“general pre-approvals”) and pre-approvals on a case-by-case basis (“specific pre-approvals”). Any services requiring pre-approval that are not within the scope of general pre-approvals hereunder are subject to specific pre-approval. These Procedures also address the delegation by the Audit Committee of pre-approval authority to the Audit Committee Chair or Vice Chair.
| II. | Pre-Approval of Fund Audit Services |
The annual Fund audit services engagement, including terms and fees, is subject to specific pre-approval by the Audit Committee. Audit services include the annual financial statement audit and
| 1 | Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable to closed-end funds managed by Invesco and listed on NYSE. |
other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.
In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specifically pre-approve engagements for other audit services, which are those services that only an independent auditor reasonably can provide. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.
| III. | General and Specific Pre-Approval of Non-Audit Fund Services |
The Audit Committee will consider, at least annually, the list of General Pre-Approved Non-Audit Services which list may be terminated or modified at any time by the Audit Committee. To inform the Audit Committee’s review and approval of General Pre-Approved Non-Audit Services, the Funds’ Treasurer (or his or her designee) and Auditor shall provide such information regarding independence or other matters as the Audit Committee may request.
Any services or fee ranges that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval. Each request for specific pre-approval by the Audit Committee for services to be provided by the Auditor to the Funds must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, and other relevant information sufficient to allow the Audit Committee to consider whether to pre-approve such engagement, including evaluating whether the provision of such services will impair the independence of the Auditor and is otherwise consistent with Applicable Rules.
| IV. | Non-Audit Service Types |
The Audit Committee may provide either general or specific pre-approval of audit-related, tax or other services, each as described in more detail below.
| a. | Audit-Related Services |
“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by an independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; services related to mergers, acquisitions or dispositions; compliance with ratings agency requirements and interfund lending activities; and assistance with internal control reporting requirements.
| b. | Tax Services |
“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters
such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will not approve proposed services of the Auditor which the Audit Committee believes are to be provided in connection with a service or transaction initially recommended by the Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisers as necessary to ensure the consistency of tax services rendered by the Auditor with the foregoing policy. The Auditor shall not represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.
Each request to provide tax services under either the general or specific pre-approval of the Audit Committee will include a description from the Auditor in writing of (i) the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written, or otherwise) between the Auditor and the Funds, relating to the service; and (ii) any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor (or an affiliate of the Auditor) and any person (other than the Funds or Service Affiliates receiving the services) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will also discuss with the Audit Committee the potential effects of the services on the independence of the Auditor, and document the substance of its discussion with the Audit Committee.
| c. | Other Services |
The Audit Committee may pre-approve other non-audit services so long as the Audit Committee believes that the service will not impair the independence of the Auditor. Appendix I includes a list of services that the Auditor is prohibited from performing by the SEC rules. Appendix I also includes a list of services that would impair the Auditor’s independence unless the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements.
| V. | Pre-Approval of Service Affiliate’s Covered Engagements |
Rule 2-01 of Regulation S-X requires that the Audit Committee pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds, defined above as a “Service Affiliate’s Covered Engagement”.
The Audit Committee may provide either general or specific pre-approval of any Service Affiliate’s Covered Engagement, including for audit-related, tax or other services, as described above, if the Audit Committee believes that the provision of the services to a Service Affiliate will not impair the independence of the Auditor with respect to the Funds. Any Service Affiliate’s Covered Engagements that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval.
Each request for specific pre-approval by the Audit Committee of a Service Affiliate’s Covered Engagement must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her
designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, a description of the current status of the pre-approval process involving other audit committees in the Invesco investment company complex (as defined in Rule 2-201 of Regulation S-X) with respect to the proposed engagement, and other relevant information sufficient to allow the Audit Committee to consider whether the provision of such services will impair the independence of the Auditor from the Funds. Additionally, the Funds’ Treasurer (or his or her designee) and the Auditor will provide the Audit Committee with a statement that the proposed engagement requires pre-approval by the Audit Committee, the proposed engagement, in their view, will not impair the independence of the Auditor and is consistent with Applicable Rules, and the description of the proposed engagement provided to the Audit Committee is consistent with that presented to or approved by the Invesco audit committee.
Information about all Service Affiliate engagements of the Auditor for non-audit services, whether or not subject to pre-approval by the Audit Committee, shall be provided to the Audit Committee at least quarterly, to allow the Audit Committee to consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds. The Funds’ Treasurer and Auditor shall provide the Audit Committee with sufficiently detailed information about the scope of services provided and the fees for such services, to ensure that the Audit Committee can adequately consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds.
| VI. | Pre-Approved Fee Levels or Established Amounts |
Pre-approved fee levels or ranges for audit and non-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under general pre-approval or specific pre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum pre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specific pre-approval by the Audit Committee before payment of any additional fees is made.
| VII. | Delegation |
The Audit Committee hereby delegates, subject to the dollar limitations set forth below, specific authority to its Chair, or in his or her absence, Vice Chair, to pre-approve audit and non-audit services proposed to be provided by the Auditor to the Funds and/or a Service Affiliate’s Covered Engagement, between Audit Committee meetings. Such delegation does not preclude the Chair or Vice Chair from declining, on a case by case basis, to exercise his or her delegated authority and instead convening the Audit Committee to consider and pre-approve any proposed services or engagements.
Notwithstanding the foregoing, the Audit Committee must pre-approve: (a) any non-audit services to be provided to the Funds for which the fees are estimated to exceed $500,000; (b) any Service Affiliate’s Covered Engagement for which the fees are estimated to exceed $500,000; or (c) any cost increase to any previously approved service or engagement that exceeds the greater of $250,000 or 50% of the previously approved fees up to a maximum increase of $500,000.
| VIII. | Compliance with Procedures |
Notwithstanding anything herein to the contrary, failure to pre-approve any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X shall not constitute a violation of these Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements are pre-approved in compliance with these Procedures. The Funds’ Treasurer will immediately report to the Chair of the Audit Committee, or the Vice Chair in his or her absence, any breach of these Procedures that comes to the attention of the Funds’ Treasurer or any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
On at least an annual basis, the Auditor will provide the Audit Committee with a summary of all non-audit services provided to any entity in the investment company complex (as defined in section 2-01(f)(14) of Regulation S-X, including the Funds and Service Affiliates) that were not pre-approved, including the nature of services provided and the associated fees.
| IX. | Amendments to Procedures |
All material amendments to these Procedures must be approved in advance by the Audit Committee. Non-material amendments to these Procedures may be made by the Legal and Compliance Departments and will be reported to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.
Appendix I
Non-Audit Services That May Impair the Auditor’s Independence
The Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services:
| • | Management functions; |
| • | Human resources; |
| • | Broker-dealer, investment adviser, or investment banking services ; |
| • | Legal services; |
| • | Expert services unrelated to the audit; |
| • | Any service or product provided for a contingent fee or a commission; |
| • | Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance; |
| • | Tax services for persons in financial reporting oversight roles at the Fund; and |
| • | Any other service that the Public Company Oversight Board determines by regulation is impermissible. |
An Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services unless it is reasonable to conclude that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements:
| • | Bookkeeping or other services related to the accounting records or financial statements of the audit client; |
| • | Financial information systems design and implementation; |
| • | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; |
| • | Actuarial services; and |
| • | Internal audit outsourcing services. |
| 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 13, 2019, 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 13, 2019, 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) |
Code of Ethics. | |
| 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. | |
| 13(a) (3) |
Not applicable. | |
| 13(a) (4) |
Registrant’s Independent Public Accountant, attached as Exhibit 99.ACCT | |
| 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. | |
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 Sector Funds (Invesco Sector Funds)
| By: | /s/ Sheri Morris | |
| Sheri Morris | ||
| Principal Executive Officer | ||
| Date: | September 6, 2019 | |
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 6, 2019 | |
| By: | /s/ Kelli Gallegos | |
| Kelli Gallegos | ||
| Principal Financial Officer | ||
| Date: | September 6, 2019 | |