0001193125-20-189360.txt : 20200708 0001193125-20-189360.hdr.sgml : 20200708 20200708103448 ACCESSION NUMBER: 0001193125-20-189360 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 83 CONFORMED PERIOD OF REPORT: 20200430 FILED AS OF DATE: 20200708 DATE AS OF CHANGE: 20200708 EFFECTIVENESS DATE: 20200708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) CENTRAL INDEX KEY: 0000725781 IRS NUMBER: 840933032 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03826 FILM NUMBER: 201017556 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM SECTOR FUNDS DATE OF NAME CHANGE: 20031126 FORMER COMPANY: FORMER CONFORMED NAME: AIM SECTOR FUNDS INC DATE OF NAME CHANGE: 20031001 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO SECTOR FUNDS INC DATE OF NAME CHANGE: 19990330 0000725781 S000000155 INVESCO Energy Fund C000000337 Class A IENAX C000000339 Class C IEFCX C000000341 Investor Class FSTEX C000023157 CLASS R5 IENIX C000071330 Class Y IENYX C000188943 Class R6 0000725781 S000000157 INVESCO Gold & Precious Metals Fund C000000347 Class A IGDAX C000000349 Class C IGDCX C000000350 Investor Class FGLDX C000071332 Class Y IGDYX C000188944 Class R6 0000725781 S000000160 INVESCO Technology Fund C000000361 Class A ITYAX C000000363 Class C ITHCX C000000365 Investor Class FTCHX C000023158 CLASS R5 FTPIX C000071334 Class Y ITYYX C000188945 Class R6 0000725781 S000000161 INVESCO Dividend Income Fund C000000366 Class A IAUTX C000000368 Class C IUTCX C000000369 Investor Class FSTUX C000029688 CLASS R5 FSIUX C000071335 Class Y IAUYX C000120718 Class R6 IFUTX C000217956 Class R 0000725781 S000027832 INVESCO AMERICAN VALUE FUND C000084467 CLASS A MSAVX C000084469 CLASS C MSVCX C000084470 CLASS Y MSAIX C000084471 CLASS R5 MSAJX C000084472 CLASS R MSARX C000120719 Class R6 MSAFX 0000725781 S000027834 INVESCO COMSTOCK FUND C000084479 CLASS A ACSTX C000084481 CLASS C ACSYX C000084482 CLASS Y ACSDX C000084483 CLASS R5 ACSHX C000084484 CLASS R ACSRX C000120720 Class R6 ICSFX 0000725781 S000027837 INVESCO SMALL CAP VALUE FUND C000084495 CLASS A VSCAX C000084497 CLASS C VSMCX C000084498 CLASS Y VSMIX C000177891 CLASS R6 C000217957 Class R 0000725781 S000027840 INVESCO VALUE OPPORTUNITIES FUND C000084507 CLASS A VVOAX C000084509 CLASS C VVOCX C000084510 CLASS Y VVOIX C000095989 Class R VVORX C000095990 CLASS R5 VVONX C000188946 Class R6 0000725781 S000064611 Invesco Oppenheimer Gold & Special Minerals Fund C000209135 Class C C000209136 Class R C000209137 Class Y C000209138 Class R5 C000209139 Class R6 C000209140 Class A 0000725781 S000064612 Invesco Comstock Select Fund C000209141 Class C C000209142 Class R C000209143 Class R6 C000209144 Class Y C000209145 Class R5 C000209146 Class A N-CSR 1 d57222dncsr.htm N-CSR N-CSR

 

 

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: 04/30

Date of reporting period: 04/30/20

 

 

 


Item 1.

Reports to Stockholders.


 

 

LOGO  

Annual Report to Shareholders

 

   April 30, 2020
 

 

Invesco American Value Fund

 

 

Nasdaq:

  
  A: MSAVX C: MSVCX R: MSARX Y: MSAIX R5: MSAJX R6: MSAFX

 

LOGO

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 or from your financial intermediary, such as a broker-dealer or bank. 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.

 


 

Letters to Shareholders

 

LOGO

  Andrew Schlossberg

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final Andrew Schlossberg months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                     Invesco American Value Fund


 

LOGO

Bruce Crockett

    

Dear Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

  Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

  Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

   

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                     Invesco American Value Fund


 

Management’s Discussion of Fund Performance

 

 

 

Performance summary

For the fiscal year ended April 30, 2020, Class A shares of Invesco American Value Fund (the Fund), at net asset value (NAV), underperformed the Russell Midcap Value Index, the Fund’s style-specific benchmark.

  Your Fund’s long-term performance appears later in this report.

 

 

 

 

 

Fund vs. Indexes

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

 

 

    Class A Shares      –21.65
    Class C Shares      –22.20  
    Class R Shares      –21.84  
    Class Y Shares      –21.46  
    Class R5 Shares      –21.39  
    Class R6 Shares      –21.32  
    S&P 500 Index (Broad Market Index)      0.86  
    Russell Midcap Value Index (Style-Specific Index)      –16.74  
    Lipper Mid-Cap Value Funds Index (Peer Group Index)      –20.68  
 

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

 

  

 

 

Market conditions and your Fund

Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico. In addition, economic data showed a slowing domestic and global economy.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019. The US Treasury yield curve inverted several times, increasing fears of a possible US recession. As a result, August saw increased risk aversion, with investors crowding into asset classes perceived as safe havens, such as US Treasuries and gold. However, the Fed’s accommodative tone provided some support for risk assets.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1 Investors were also encouraged by a resilient US economy and corporate earnings, putting the US equity market on track for its largest annual rise since 2013.

During the first quarter of 2020, as the spread of the new coronavirus disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008. Though the equity market stabilized somewhat toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit. As expected, the US economy reported dismal numbers. At the close of the fiscal year in April, US unemployment numbers continued to climb, with over 30 million Americans seeking unemployment benefits since March 2020.3 In addition, the second gross domestic product estimate for the first quarter of 2020 saw the economy shrink by 5.0%, the sharpest drop since the 2008 financial crisis.2

All but one sector within the Russell Midcap Value Index had negative returns for the fiscal year. Health care was the best performing sector in the Fund’s style-specific benchmark, posting a small gain, while energy was the worst, declining by approximately 50%.

Stock selection in the consumer discretionary sector was the largest detractor from Fund performance relative to the style-specific benchmark, driven primarily by Norwegian Cruise Lines and Royal Caribbean. Shares of both companies declined sharply following news of COVID-19 infections on cruise ships, and the industry was also hurt by the suspension of cruise travel that resulted from the virus outbreak. We believe the companies are making prudent decisions with regard to their balance sheets and future

 

opportunities in light of the pandemic related headwinds; however, we eliminated our position in both stocks given significant uncertainty about an eventual normalization in travel activity.

Security selection in the energy sector also detracted from Fund performance relative to the style-specific benchmark, as oil prices declined sharply due to the concurrent increase in supply resulting from the Saudi Arabia/ Russia conflict, and the sharp deceleration in demand due to COVID-19. The sector included two of the Fund’s largest detractors, Marathon Oil and Technip FMC. Given these issues, we sold both positions during the fiscal year.

Security selection in the materials and industrials sectors also detracted from the Fund’s performance relative to the style-specific benchmark for the fiscal year. Within industrials, a key detractor from the Fund’s performance, was Textron, an industrial conglomerate primarily focused on aerospace and defense related business lines. The company reported solid earnings during the fiscal year, but the COVID-19 related slowdown raised investor concerns about business jet and corporate helicopter demand, which weighed on the stock. Within materials, W.R. Grace underperformed as the company’s catalyst products are utilized to refine petroleum into fuel. The company responded to the downturn by suspending share repurchases, which we believe was prudent given the situation. We maintained our position in both companies during the fiscal year.

Security selection in the health care sector was the largest contributor to the Fund’s performance relative to the style-specific benchmark. Key contributors in the sector included Centene and DaVita. During the fiscal year, health insurer Centene posted strong earnings growth reports due to lower costs and double-digit revenue growth year over year. DaVita, a dialysis provider, reported stronger than expected operating results and increased earnings guidance for 2020.

Strong security selection in and a lack of exposure to some of the weaker REITs in the real estate sector also benefitted the Fund’s returns relative to the style-specific benchmark. Additionally, Liberty Property Trust was a strong individual contributor. In late October, Prologis (not a fund holding) announced a deal to acquire the company in an all-stock transaction representing an approximately 21% premium to Liberty’s stock price. We sold shares of the company shortly after the announcement.

Security selection in information technology (IT) was another contributor to the Fund’s relative performance, driven by strong performance from Ciena and KLA Corporation. Ciena released better than expected earnings results for the fiscal year, driven by higher revenue. In our view, the company has executed well in a challenging environment, with

 

 

4                     Invesco American Value Fund


minimal supply chain disruption. KLA also reported solid results for the fiscal year, beating their earnings expectations. The company continues to benefit from improving demand, even amid an uncertain environment. We maintained our position in both companies at the end of the fiscal year.

During the fiscal year, we reduced the Fund’s exposure to the energy, financials and consumer discretionary sectors. Within these sectors, we harvested gains in a number of strong performers, and reduced exposure where we saw heightened risk. We used proceeds of these transactions to increase exposure to the consumer staples, IT, utilities and real estate sectors. At fiscal year end, the Fund’s largest overweight allocations relative to the style-specific index were in financials, IT and health care, while the largest underweight allocations were in utilities, real estate and communication services sectors.

Market volatility increased significantly during the fiscal year, and we believe it may continue given the considerable uncertainty about the severity of the economic impact from the coronavirus pandemic. We believe market volatility creates opportunities to invest in companies with attractive valuations and strong fundamentals. We believe that ultimately those valuations and fundamentals will be reflected in those companies’ stock prices.

As always, we are committed to working to achieve positive returns for the Fund’s shareholders through an entire market cycle.

Thank you for your continued investment in Invesco American Value Fund.

1 Source: US Federal Reserve

2 Source: US Bureau of Economic Analysis

3 Source: The Associated Press

 

 

Portfolio manager:

Jeffrey Vancavage

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.

See important Fund and, if applicable, index disclosures later in this report.

    

    

 

 

5                     Invesco American Value Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

LOGO

1 Source: RIMES Technologies Corp.

2 Source: Lipper Inc.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                     Invesco American Value Fund


Average Annual Total Returns

As of 4/30/20, including maximum applicable sales charges

 

 

Class A Shares

 

Inception (10/18/93)      7.59
10 Years      5.05  
  5 Years      -3.02  
  1 Year      -25.96  
Class C Shares         
Inception (10/18/93)      7.53
10 Years      4.88  
  5 Years      -2.62  
  1 Year      -22.95  
Class R Shares         
Inception (3/20/07)      3.90
10 Years      5.38  
  5 Years      -2.16  
  1 Year      -21.84  
Class Y Shares         
Inception (2/7/06)      5.40
10 Years      5.91  
  5 Years      -1.67  
  1 Year      -21.46  
Class R5 Shares         
10 Years      6.03
  5 Years      -1.57  
  1 Year      -21.39  
Class R6 Shares         
10 Years      5.99
  5 Years      -1.49  
  1 Year      -21.32  

Effective June 1, 2010, Class A, Class C, Class I and Class R shares of the predecessor fund, Van Kampen American Value Fund, advised by Van Kampen Asset Management were reorganized into Class A, Class C, Class Y and Class R shares, respectively, of Invesco Van Kampen American Value Fund (renamed Invesco American Value Fund). Returns shown above, prior to June 1, 2010, for Class A, Class C, Class R and Class Y shares are blended returns of the predecessor fund and Invesco American Value Fund. Share class returns will differ from the predecessor fund because of different expenses.

Class R5 shares incepted on June 1, 2010. Performance shown prior to that date is that of the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares.

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

The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/

performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

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

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

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

    

 

 

7                     Invesco American Value Fund


 

Invesco American Value Fund’s investment objective is long-term capital appreciation.

   

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

   

Unless otherwise noted, all data provided by Invesco.

   

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About indexes used in this report

    The S&P 500® Index is an unmanaged index considered representative of the US stock market.
    The Russell Midcap® Value Index is an unmanaged index considered representative of mid-cap value stocks. The Russell Midcap Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
    The Lipper Mid-Cap Value Funds Index is an unmanaged index considered representative of mid-cap value funds tracked by Lipper.
    The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
    A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

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

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the

Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

    The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
    The Fund’s investment strategy remained appropriate for an open-end fund;
    The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
    The Fund did not breach the 15% limit on Illiquid Investments; and
    The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

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

 

 

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 

8                     Invesco American Value Fund


Fund Information

Portfolio Composition

 

By sector    % of total net assets

Financials

     22.04

Information Technology

     13.14  

Industrials

     11.73  

Health Care

     9.45  

Consumer Discretionary

     8.89  

Real Estate

     8.30  

Materials

     6.40  

Utilities

     6.24  

Consumer Staples

     5.88  

Energy

     3.50  

Communication Services

     2.29  

Money Market Funds Plus Other Assets Less Liabilities

     2.14  

 

Top 10 Equity Holdings*

 

    
         % of total net assets

1.

  Centene Corp.      4.05 %     

2.

  Ciena Corp.      3.77  

3.

  Willis Towers Watson PLC      3.45  

4.

  Encompass Health Corp.      3.33  

5.

  Arthur J. Gallagher & Co.      3.07  

6.

  Science Applications International Corp.      2.86  

7.

  Kroger Co. (The)      2.81  

8.

  KLA Corp.      2.79  

9.

  Keysight Technologies, Inc.      2.56  

10.

  Edison International      2.55  

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

* Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

    

 

 

9                     Invesco American Value Fund


Schedule of Investments(a)

April 30, 2020

 

      Shares      Value

Common Stocks & Other Equity Interests–97.86%

Aerospace & Defense–1.26%

     

Textron, Inc.

     718,000      $    18,926,480
Agricultural & Farm Machinery–0.90%

 

  

AGCO Corp.

     255,575      13,504,583
Apparel, Accessories & Luxury Goods–1.83%

Tapestry, Inc.

     1,853,049      27,573,369
Asset Management & Custody Banks–1.28%

Ares Management Corp., Class A

     575,556      19,309,904
Automotive Retail–2.50%      

Advance Auto Parts, Inc.

     310,955      37,597,569
Broadcasting–0.64%      

Nexstar Media Group, Inc., Class A

     137,222      9,611,029
Building Products–3.43%      

Johnson Controls International PLC

     1,235,930      35,977,922

Owens Corning

     357,328      15,493,742
              51,471,664
Communications Equipment–4.93%

Ciena Corp.(b)

     1,225,969      56,701,066

Motorola Solutions, Inc.

     121,003      17,401,442
              74,102,508
Consumer Finance–1.44%

Santander Consumer USA Holdings, Inc.(c)

     1,385,800      21,604,622
Copper–1.88%      

Freeport-McMoRan, Inc.

     3,194,614      28,208,442
Distributors–2.32%      

LKQ Corp.(b)

     1,336,131      34,939,826
Diversified Chemicals–2.11%

 

  

Eastman Chemical Co.

     523,225      31,660,345
Electric Utilities–6.24%      

Edison International

     653,693      38,378,316

Evergy, Inc.

     414,202      24,201,823

FirstEnergy Corp.

     754,884      31,154,062
              93,734,201
Electronic Equipment & Instruments–2.56%

Keysight Technologies, Inc.(b)

     397,799      38,495,009
Food Distributors–1.85%

 

  

Performance Food Group Co.(b)

     945,016      27,736,220
Food Retail–4.04%      

Casey’s General Stores, Inc.

     121,615      18,413,727

Kroger Co. (The)

     1,336,272      42,239,558
              60,653,285
Health Care Facilities–3.33%

Encompass Health Corp.

     754,190      49,965,087
      Shares      Value

Health Care Services–0.71%

     

DaVita, Inc.(b)

     134,955      $    10,662,794
Health Care Technology–1.36%

 

  

Cerner Corp.

     294,964      20,467,552
Hotels, Resorts & Cruise Lines–2.23%

Wyndham Hotels & Resorts, Inc.

     888,194      33,493,796
Industrial Machinery–1.85%      

Kennametal, Inc.

     1,083,987      27,760,907
Industrial REITs–2.28%      

First Industrial Realty Trust, Inc.

     905,419      34,197,676
Insurance Brokers–6.52%      

Arthur J. Gallagher & Co.

     588,492      46,196,622

Willis Towers Watson PLC

     290,716      51,831,756
              98,028,378
Interactive Home Entertainment–1.65%

Take-Two Interactive Software,
Inc.(b)

     204,542      24,759,809
Investment Banking & Brokerage–1.86%

Stifel Financial Corp.

     632,896      28,024,635
IT Consulting & Other Services–2.86%

 

  

Science Applications International Corp.

     526,706      43,010,812
Life & Health Insurance–1.48%      

Athene Holding Ltd., Class A(b)

     825,078      22,277,106
Managed Health Care–4.05%      

Centene Corp.(b)

     914,653      60,897,597
Marine–1.92%      

Kirby Corp.(b)

     539,284      28,808,551
Office REITs–2.18%      

Hudson Pacific Properties, Inc.

     1,332,649      32,756,512
Oil & Gas Exploration & Production–3.50%

 

  

Noble Energy, Inc.

     2,852,640      27,984,399

Parsley Energy, Inc., Class A

     2,604,943      24,616,711
              52,601,110
Other Diversified Financial Services–2.44%

Voya Financial, Inc.

     811,082      36,636,574
Regional Banks–7.01%      

KeyCorp

     2,421,133      28,206,199

TCF Financial Corp.

     985,692      29,265,195

Wintrust Financial Corp.

     551,925      23,125,658

Zions Bancorporation N.A.

     780,741      24,679,223
              105,276,275
Residential REITs–2.29%      

American Homes 4 Rent, Class A

     1,423,559      34,364,714
Semiconductor Equipment–2.79%

KLA Corp.

     255,060      41,852,795
 

 

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

10                     Invesco American Value Fund


      Shares      Value

Specialized REITs–1.56%

 

  

Life Storage, Inc.

     267,423      $    23,423,581

Specialty Chemicals–2.41%

 

  

W.R. Grace & Co.

     766,270      36,190,932

Trucking–2.37%

     

Knight-Swift Transportation Holdings, Inc.

     959,516      35,674,805

Total Common Stocks & Other Equity Interests
(Cost $1,537,630,932)

            1,470,261,054

Money Market Funds–2.27%

Invesco Government & Agency Portfolio, Institutional Class, 0.20%(d)(e)

     9,614,409      9,614,409

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(d)(e)

     13,502,712      13,510,814

Invesco Treasury Portfolio, Institutional Class, 0.10%(d)(e)

     10,987,896      10,987,896

Total Money Market Funds
(Cost $34,105,522)

 

   34,113,119

TOTAL INVESTMENTS IN SECURITIES (excluding investments purchased with cash collateral from securities on loan)-100.13%
(Cost $1,571,736,454)

            1,504,374,173
      Shares      Value  

Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds–0.20%

     

Invesco Private Government Fund, 0.01%(d)(f)(g)
(Cost $2,982,315)

     2,982,315      $ 2,982,315  

 

 

TOTAL INVESTMENTS IN SECURITIES–100.33%
(Cost $1,574,718,769)

 

     1,507,356,488  

 

 

OTHER ASSETS LESS LIABILITIES–(0.33)%

 

     (4,941,261

 

 

NET ASSETS–100.00%

 

   $ 1,502,415,227  

 

 
 

Investment Abbreviations:

REIT – Real Estate Investment Trust

Notes to Schedule of Investments:

 

(a) 

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

(b) 

Non-income producing security.

(c) 

All or a portion of this security was out on loan at April 30, 2020.

(d) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

 

                         Change in      Realized               
     Value      Purchases      Proceeds     Unrealized      Gain     Value      Dividend  
      April 30, 2019      at Cost      from Sales     Appreciation      (Loss)     April 30, 2020      Income  
Investments in Affiliated Money Market Funds:                                                             
Invesco Government & Agency Portfolio, Institutional Class    $ 8,828,959      $ 99,795,230      $ (99,009,780     $        -      $ -     $ 9,614,409      $ 142,410  
Invesco Liquid Assets Portfolio, Institutional Class      6,306,613        58,654,402        (51,456,009     6,105        (297     13,510,814        113,938  
Invesco Treasury Portfolio, Institutional Class      10,090,239        84,029,863        (83,132,206     -        -       10,987,896        151,209  
Investments Purchased with Cash Collateral from Securities on Loan:                                                             
Invesco Private Government Fund      -        5,239,875        (2,257,560     -        -       2,982,315        830  
Total    $ 25,225,811      $ 247,719,370      $ (235,855,555     $6,105      $ (297   $ 37,095,434      $ 408,387  

 

(e) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

(f) 

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

(g) 

The rate shown is the 3-day SEC standardized yield as of April 30, 2020. The money market fund commenced operations on April 28, 2020.

 

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

11                     Invesco American Value Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

  

Investments in securities, at value
(Cost $1,537,630,932)*

   $ 1,470,261,054  

 

 

Investments in affiliated money market funds, at value
(Cost $37,087,837)

     37,095,434  

 

 

Cash

     262,245  

 

 

Receivable for:

  

Investments sold

     5,240,377  

 

 

Fund shares sold

     461,182  

 

 

Dividends

     381,005  

 

 

Investment for trustee deferred compensation and retirement plans

     316,055  

 

 

Other assets

     58,999  

 

 

Total assets

     1,514,076,351  

 

 
Liabilities:   

Payable for:

  

Investments purchased

     4,765,060  

 

 

Fund shares reacquired

     2,247,910  

 

 

Collateral upon return of securities loaned

     2,982,315  

 

 

Accrued fees to affiliates

     551,394  

 

 

Accrued trustees’ and officers’ fees and benefits

     976  

 

 

Accrued other operating expenses

     638,211  

 

 

Trustee deferred compensation and retirement plans

     475,258  

 

 

Total liabilities

     11,661,124  

 

 

Net assets applicable to shares outstanding

   $ 1,502,415,227  

 

 
Net assets consist of:   

Shares of beneficial interest

   $ 1,717,592,865  

 

 

Distributable earnings (loss)

     (215,177,638

 

 
   $ 1,502,415,227  

 

 

Net Assets:

  

Class A

   $ 1,167,163,627  

 

 

Class C

   $ 67,089,016  

 

 

Class R

   $ 51,330,414  

 

 

Class Y

   $ 154,826,270  

 

 

Class R5

   $ 10,999,258  

 

 

Class R6

   $ 51,006,642  

 

 

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

 

Class A

     45,176,037  

 

 

Class C

     3,303,336  

 

 

Class R

     2,001,314  

 

 

Class Y

     5,945,204  

 

 

Class R5

     422,155  

 

 

Class R6

     1,958,213  

 

 

Class A:

  

Net asset value per share

   $ 25.84  

 

 

Maximum offering price per share
(Net asset value of $25.84 ÷ 94.50%)

   $ 27.34  

 

 

Class C:

  

Net asset value and offering price per share

   $ 20.31  

 

 

Class R:

  

Net asset value and offering price per share

   $ 25.65  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 26.04  

 

 

Class R5:

  

Net asset value and offering price per share

   $ 26.06  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 26.05  

 

 

 

*

At April 30, 2020, securities with an aggregate value of $2,864,468 were on loan to brokers.

 

 

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

12                     Invesco American Value Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

  

Dividends

   $ 17,345,746  

 

 

Dividends from affiliated money market funds (includes securities lending income of $830)

     408,387  

 

 

Total investment income

     17,754,133  

 

 

Expenses:

  

Advisory fees

     7,335,026  

 

 

Administrative services fees

     153,710  

 

 

Custodian fees

     14,120  

 

 

Distribution fees:

  

Class A

     1,925,122  

 

 

Class C

     232,615  

 

 

Class R

     87,406  

 

 

Transfer agent fees – A, C, R and Y

     1,843,501  

 

 

Transfer agent fees – R5

     19,496  

 

 

Transfer agent fees – R6

     17,558  

 

 

Trustees’ and officers’ fees and benefits

     56,546  

 

 

Registration and filing fees

     100,792  

 

 

Reports to shareholders

     119,784  

 

 

Professional services fees

     50,316  

 

 

Other

     20,346  

 

 

Total expenses

     11,976,338  

 

 

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

     (34,852

 

 

Net expenses

     11,941,486  

 

 

Net investment income

     5,812,647  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from investment securities

     (82,387,814

 

 

Change in net unrealized appreciation (depreciation) of investment securities

     (117,274,283

 

 

Net realized and unrealized gain (loss)

     (199,662,097

 

 

Net increase (decrease) in net assets resulting from operations

   $ (193,849,450

 

 

 

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

13                     Invesco American Value Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

      2020     2019  

Operations:

    

Net investment income

   $ 5,812,647     $ 5,137,226  

 

 

Net realized gain (loss)

     (82,387,814     71,007,064  

 

 

Change in net unrealized appreciation (depreciation)

     (117,274,283     (80,784,485

 

 

Net increase (decrease) in net assets resulting from operations

     (193,849,450     (4,640,195

 

 

Distributions to shareholders from distributable earnings:

    

Class A

     (24,288,764     (89,083,319

 

 

Class C

     (870,901     (8,383,288

 

 

Class R

     (518,214     (2,150,588

 

 

Class Y

     (4,491,736     (18,637,935

 

 

Class R5

     (564,068     (3,019,574

 

 

Class R6

     (2,218,029     (7,656,836

 

 

Total distributions from distributable earnings

     (32,951,712     (128,931,540

 

 

Share transactions–net:

    

Class A

     468,527,083       23,943,978  

 

 

Class C

     41,755,082       (40,803,017

 

 

Class R

     34,074,724       (3,016,181

 

 

Class Y

     27,656,769       (31,945,480

 

 

Class R5

     (12,488,212     (32,686,919

 

 

Class R6

     (2,609,087     (66,839,564

 

 

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

     556,916,359       (151,347,183

 

 

Net increase (decrease) in net assets

     330,115,197       (284,918,918

 

 

Net assets:

    

Beginning of year

     1,172,300,030       1,457,218,948  

 

 

End of year

   $ 1,502,415,227     $ 1,172,300,030  

 

 

 

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

14                     Invesco American Value Fund


Financial Highlights

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

 

                                                Ratio of   Ratio of        
                                                expenses   expenses        
              Net gains                                 to average   to average net   Ratio of net    
              (losses)                                 net assets   assets without   investment    
     Net asset    Net   on securities       Dividends   Distributions                     with fee waivers   fee waivers   income    
     value,    investment   (both   Total from   from net   from net       Net asset        Net assets,    and/or   and/or   (loss)    
     beginning    income   realized and   investment   investment   realized   Total   value, end    Total   end of period    expenses   expenses   to average   Portfolio
      of period    (loss)(a)   unrealized)   operations   income   gains   distributions   of period    return (b)   (000’s omitted)    absorbed   absorbed   net assets   turnover (c)

Class A

                                                           

Year ended 04/30/20

     $ 34.02      $ 0.17     $ (7.29 )     $ (7.12 )     $     $ (1.06 )     $ (1.06 )     $ 25.84        (21.65 )%     $ 1,167,164        1.21 %(d)       1.21 %(d)       0.53 %(d)       38 %

Year ended 04/30/19

       38.47        0.13       (0.69 )       (0.56 )       (0.14 )       (3.75 )       (3.89 )       34.02        (0.03 )       871,220        1.19       1.19       0.37       38

Year ended 04/30/18

       38.52        0.07       4.37       4.44       (0.24 )       (4.25 )       (4.49 )       38.47        12.11       938,346        1.19       1.19       0.19       44

Year ended 04/30/17

       34.01        0.20       4.70       4.90       (0.08 )       (0.31 )       (0.39 )       38.52        14.40       1,031,600        1.21       1.21       0.53       42

Year ended 04/30/16

       40.44        0.09       (4.06 )       (3.97 )       (0.01 )       (2.45 )       (2.46 )       34.01        (9.62 )       1,122,286        1.19       1.20       0.26       28

Class C

                                                           

Year ended 04/30/20

       27.15        (0.05 )       (5.73 )       (5.78 )             (1.06 )       (1.06 )       20.31        (22.20 )(e)       67,089        1.93 (d)(e)        1.93 (d)(e)        (0.19 )(d)(e)       38

Year ended 04/30/19

       31.66        (0.11 )       (0.65 )       (0.76 )             (3.75 )       (3.75 )       27.15        (0.77 )(e)       29,562        1.91 (e)        1.91 (e)        (0.35 )(e)       38

Year ended 04/30/18

       32.44        (0.17 )       3.64       3.47             (4.25 )       (4.25 )       31.66        11.30 (e)        82,217        1.92 (e)        1.92 (e)        (0.54 )(e)       44

Year ended 04/30/17

       28.83        (0.06 )       3.98       3.92             (0.31 )       (0.31 )       32.44        13.59 (e)        98,096        1.94 (e)        1.94 (e)        (0.20 )(e)       42

Year ended 04/30/16

       34.95        (0.15 )       (3.52 )       (3.67 )             (2.45 )       (2.45 )       28.83        (10.28 )(e)       103,706        1.93 (e)        1.94 (e)        (0.48 )(e)       28

Class R

                                                           

Year ended 04/30/20

       33.86        0.09       (7.24 )       (7.15 )             (1.06 )       (1.06 )       25.65        (21.84 )       51,330        1.46 (d)        1.46 (d)        0.28 (d)        38

Year ended 04/30/19

       38.24        0.04       (0.67 )       (0.63 )             (3.75 )       (3.75 )       33.86        (0.28 )       19,979        1.44       1.44       0.12       38

Year ended 04/30/18

       38.26        (0.02 )       4.33       4.31       (0.08 )       (4.25 )       (4.33 )       38.24        11.81       25,189        1.44       1.44       (0.06 )       44

Year ended 04/30/17

       33.80        0.10       4.67       4.77             (0.31 )       (0.31 )       38.26        14.11       46,937        1.46       1.46       0.28       42

Year ended 04/30/16

       40.29        0.00       (4.04 )       (4.04 )             (2.45 )       (2.45 )       33.80        (9.82 )       66,207        1.44       1.45       0.01       28

Class Y

                                                           

Year ended 04/30/20

       34.28        0.25       (7.34 )       (7.09 )       (0.09 )       (1.06 )       (1.15 )       26.04        (21.46 )       154,826        0.96 (d)        0.96 (d)        0.78 (d)        38

Year ended 04/30/19

       38.76        0.23       (0.71 )       (0.48 )       (0.25 )       (3.75 )       (4.00 )       34.28        0.21       155,238        0.94       0.94       0.62       38

Year ended 04/30/18

       38.80        0.17       4.40       4.57       (0.36 )       (4.25 )       (4.61 )       38.76        12.38       208,223        0.94       0.94       0.44       44

Year ended 04/30/17

       34.25        0.29       4.73       5.02       (0.16 )       (0.31 )       (0.47 )       38.80        14.66       375,626        0.96       0.96       0.78       42

Year ended 04/30/16

       40.62        0.18       (4.07 )       (3.89 )       (0.03 )       (2.45 )       (2.48 )       34.25        (9.36 )       452,703        0.94       0.95       0.51       28

Class R5

                                                           

Year ended 04/30/20

       34.30        0.28       (7.33 )       (7.05 )       (0.13 )       (1.06 )       (1.19 )       26.06        (21.36 )       10,999        0.86 (d)        0.86 (d)        0.88 (d)        38

Year ended 04/30/19

       38.80        0.26       (0.73 )       (0.47 )       (0.28 )       (3.75 )       (4.03 )       34.30        0.27       27,732        0.86       0.86       0.70       38

Year ended 04/30/18

       38.84        0.20       4.43       4.63       (0.42 )       (4.25 )       (4.67 )       38.80        12.53       62,354        0.86       0.86       0.52       44

Year ended 04/30/17

       34.29        0.33       4.74       5.07       (0.21 )       (0.31 )       (0.52 )       38.84        14.77       86,569        0.85       0.85       0.89       42

Year ended 04/30/16

       40.63        0.22       (4.07 )       (3.85 )       (0.04 )       (2.45 )       (2.49 )       34.29        (9.26 )       128,357        0.82       0.83       0.63       28

Class R6

                                                           

Year ended 04/30/20

       34.31        0.30       (7.34 )       (7.04 )       (0.16 )       (1.06 )       (1.22 )       26.05        (21.32 )       51,007        0.79 (d)        0.79 (d)        0.95 (d)        38

Year ended 04/30/19

       38.82        0.29       (0.73 )       (0.44 )       (0.32 )       (3.75 )       (4.07 )       34.31        0.37       68,568        0.78       0.78       0.78       38

Year ended 04/30/18

       38.88        0.24       4.42       4.66       (0.47 )       (4.25 )       (4.72 )       38.82        12.59       140,889        0.77       0.77       0.61       44

Year ended 04/30/17

       34.32        0.37       4.74       5.11       (0.24 )       (0.31 )       (0.55 )       38.88        14.88       165,781        0.76       0.76       0.98       42

Year ended 04/30/16

       40.64        0.25       (4.07 )       (3.82 )       (0.05 )       (2.45 )       (2.50 )       34.32        (9.19 )       143,003        0.73       0.74       0.72       28

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended April 30, 2020, the portfolio turnover calculation excludes the value of securities purchased of $846,125,268 in connection with the acquisition of Invesco Oppenheimer Mid Cap Value Fund into the Fund.

(d) 

Ratios are based on average daily net assets (000’s omitted) of $770,049, $23,992, $17,481, $131,173, $19,492 and $60,553 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

(e) 

The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.97%, 0.97%, 0.97%, 0.97% and 0.99% for the years ended April 30, 2020, 2019, 2018, 2017 and 2016, respectively.

 

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

15                     Invesco American Value Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco American Value 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 the Fund or each class.

The Fund’s investment objective is long-term capital appreciation. Prior to October 28, 2019, the Fund’s investment objective was total return through growth of capital and current income.

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

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment

 

16                     Invesco American Value Fund


  securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

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”). Effective April 17, 2020, under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate

First $500 million

   0.720%

Next $500 million

   0.715%

Next $1 billion

   0.585%

Next $4 billion

   0.563%

Over $6 billion

   0.543%

 

17                     Invesco American Value Fund


Prior to April 17, 2020, the Fund accrued daily and paid monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate

First $500 million

   0.720%

Next $535 million

   0.715%

Next $31.965 billion

   0.650%

Over $33 billion

   0.640%

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.72%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

Effective April 17, 2020, 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 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 1.16%, 1.90%, 1.40%, 0.91%, 0.80% and 0.75%, respectively, of average daily net assets (the “expense limits”). Prior to April 17, 2020, the Adviser had contractually agreed to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.25%, 1.75%, 1.75% and 1.75%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on 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.

The Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $26,449 and reimbursed class level expenses of $0, $0, $615, $0, $141 and $0 of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A, Class C and Class R shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets, up to 1.00% of Class C average daily net assets and up to 0.50% of Class R average daily net assets. The fees are accrued daily and paid monthly.

With respect to Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.

For the year ended April 30, 2020, expenses incurred under these agreements are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $102,322 in front-end sales commissions from the sale of Class A shares and $3,496 and $518 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $7,696 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

NOTE 3—Additional Valuation Information

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

  Level 1 –

Prices are determined using quoted prices in an active market for identical assets.

  Level 2 –

Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

  Level 3 –

Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

 

18                     Invesco American Value Fund


The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

      Level 1      Level 2      Level 3    Total

Investments in Securities

                           

Common Stocks & Other Equity Interests

   $ 1,470,261,054      $      $–    $1,470,261,054

Money Market Funds

     34,113,119        2,982,315         37,095,434

Total Investments

   $ 1,504,374,173      $ 2,982,315      $–    $1,507,356,488

NOTE 4–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $7,647.

NOTE 5–Trustees’ and Officers’ Fees and Benefits

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

NOTE 6–Cash Balances

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

NOTE 7–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020      2019  

 

 

Ordinary income

   $ 1,163,896      $ 16,405,908  

 

 

Long-term capital gain

     31,787,816        112,525,632  

 

 

Total distributions

   $ 32,951,712      $ 128,931,540  

 

 
Tax Components of Net Assets at Period-End:              
            2020  

 

 

Undistributed ordinary income

      $ 5,339,350  

 

 

Net unrealized appreciation (depreciation) – investments

        (87,964,656

 

 

Temporary book/tax differences

        (458,232

 

 

Post-October capital loss deferral

        (132,094,100

 

 

Shares of beneficial interest

        1,717,592,865  

 

 

Total net assets

      $ 1,502,415,227  

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund does not have a capital loss carryforward as of April 30, 2020.

 

19                     Invesco American Value Fund


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 April 30, 2020 was $368,502,209 and $554,677,695, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis

 

 

Aggregate unrealized appreciation of investments

   $ 152,755,841  

 

 

Aggregate unrealized (depreciation) of investments

     (240,720,497

 

 

Net unrealized appreciation (depreciation) of investments

   $ (87,964,656

 

 

Cost of investments for tax purposes is $1,595,321,144.

NOTE 9–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of distribution re-designation, on April 30, 2020, undistributed net investment income was decreased by $449,508 and undistributed net realized gain (loss) was increased by $449,508. Further, as a result of tax deferrals acquired in the reorganization of Invesco Oppenheimer Mid Cap Value Fund into the Fund, undistributed net investment income was decreased by $178,756, undistributed net realized gain (loss) was decreased by $51,575,171 and shares of beneficial interest was increased by $51,753,927. These reclassifications had no effect on the net assets of the Fund.

NOTE 10–Share Information

 

     Summary of Share Activity  

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     1,823,677     $ 54,440,993       2,374,194     $ 84,237,878  

 

 

Class C

     128,877       3,081,383       143,531       4,246,582  

 

 

Class R

     125,562       3,611,631       146,104       5,203,373  

 

 

Class Y

     911,871       25,764,118       888,661       32,058,634  

 

 

Class R5

     91,826       2,923,009       170,349       6,146,454  

 

 

Class R6

     428,337       12,997,090       489,656       18,018,069  

 

 

Issued as reinvestment of dividends:

        

Class A

     682,087       22,938,603       2,825,470       84,340,635  

 

 

Class C

     31,309       829,990       330,584       7,897,661  

 

 

Class R

     15,503       517,958       72,283       2,149,682  

 

 

Class Y

     108,841       3,685,363       488,901       14,691,467  

 

 

Class R5

     16,642       563,510       99,659       2,995,763  

 

 

Class R6

     64,204       2,173,295       248,801       7,478,944  

 

 

Automatic conversion of Class C shares to Class A shares:

 

     

Class A

     131,592       3,913,285       1,046,064       33,068,721  

 

 

Class C

     (166,308     (3,913,285     (1,308,333     (33,068,721

 

 

Issued in connection with acquisitions:(b)

        

Class A

     23,172,250       580,253,329       -       -  

 

 

Class C

     2,625,561       51,703,112       -       -  

 

 

Class R

     1,559,009       38,757,955       -       -  

 

 

Class Y

     2,274,623       57,406,484       -       -  

 

 

Class R5

     283       7,147       -       -  

 

 

Class R6

     161,974       4,088,710       -       -  

 

 

 

20                     Invesco American Value Fund


     Summary of Share Activity  

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Reacquired:

        

Class A

     (6,245,687   $ (193,019,127     (5,025,225   $ (177,703,256

 

 

Class C

     (404,776     (9,946,118     (674,289     (19,878,539

 

 

Class R

     (288,840     (8,812,820     (287,002     (10,369,236

 

 

Class Y

     (1,878,805     (59,199,196     (2,220,865     (78,695,581

 

 

Class R5

     (495,150     (15,981,878     (1,068,701     (41,829,136

 

 

Class R6

     (695,026     (21,868,182     (2,369,083     (92,336,577

 

 

Net increase (decrease) in share activity

     24,179,436     $ 556,916,359       (3,629,241   $ (151,347,183

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 25% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b) 

After the close of business on April 17, 2020, the Fund acquired all the net assets of Invesco Oppenheimer Mid Cap Value Fund (the “Target Fund”) pursuant to a plan of reorganization approved by the Board of Trustees of the Fund on February 14, 2020. The reorganization was executed in order to reduce overlap and increase efficiencies in the Adviser’s product line. The acquisition was accomplished by a tax-free exchange of 29,793,699 shares of the Fund for 21,659,372 shares outstanding of the Target Fund as of the close of business on April 17, 2020. Shares of the Target Fund were exchanged for the like class of shares of the Fund, based on the relative net asset value of the Target Fund to the net asset value of the Fund on the close of business, April 17, 2020. The Target Fund’s net assets as of the close of business on April 17, 2020 of $732,216,736, including $(139,106,066) of unrealized appreciation (depreciation), were combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $735,922,174 and $1,468,138,910 immediately after the acquisition.

The pro forma results of operations for the year ended April 30, 2020 assuming the reorganization had been completed on May 1, 2019, the beginning of the annual reporting period are as follows:

 

Net investment income

   $ 11,514,754  

 

 

Net realized/unrealized gains (losses)

     (419,973,271

 

 

Change in net assets resulting from operations

   $ (408,458,517

 

 

As the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Target Fund that has been included in the Fund’s Statement of Operations since April 18, 2020.

NOTE 11–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

21                     Invesco American Value Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco American Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco American Value Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the five years in the period ended April 30, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the five years in the period ended April 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

22                     Invesco American Value Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

 

          ACTUAL  

HYPOTHETICAL

(5% annual return before

expenses)

    
     Beginning    
Account Value    
(11/01/19)    
  Ending    
Account Value    
(04/30/20)2     
  Expenses    
Paid During    
Period1,3     
  Ending    
Account Value    
(04/30/20)     
  Expenses    
Paid During    
Period1,4     
  Annualized    
Expense    
Ratio 1     
Class A     $1,000.00             $807.00           $5.44           $1,018.85           $6.07         1.21%      
Class C     1,000.00             803.80       8.75       1,015.17       9.77     1.95         
Class R     1,000.00             805.90       6.51       1,017.65       7.27     1.45         
Class Y     1,000.00             807.80       4.32       1,020.09       4.82     0.96         
Class R5     1,000.00             808.30       3.91       1,020.54       4.37     0.87         
    Class R6         1,000.00             808.70       3.60       1,020.89       4.02     0.80         

 

1 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year. Effective April 17, 2020, the Fund’s adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expense of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.16%, 1.90%, 1.40%, 0.91%, 0.80% and 0.75% of average daily net assets, respectively. The annualized expense ratios restated as if these agreements had been in effect throughout the entire most recent fiscal half year are 1.16%, 1.90%, 1.40%, 0.91%, 0.80% and 0.75% for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

2 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

3 

The actual expenses paid restated as if the changes discussed above had been in effect throughout the entire most recent fiscal half year are $5.21, $8.52, $6.29, $4.09, $3.60 and $3.37 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

4 

The hypothetical expenses paid restated as if the changes discussed above had been in effect throughout the entire most recent fiscal half year are $5.82, $9.52, $7.02, $4.57, $4.02 and $3.77 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

 

23                     Invesco American Value Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

 

Federal and State Income Tax

    

Long-term capital gain Distributions

   $ 31,787,816    

Qualified Dividend Income*

     100.00  

Corporate Dividends Received Deduction*

     100.00  

U.S. Treasury Obligations*

     0.00  

 

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

24                     Invesco American Value Fund


Trustees and Officers

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.

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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 Trustee

                   

Martin L. Flanagan– 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

 

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)

   203    None

 

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.

 

T-1                     Invesco American Value Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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

   203    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    203    Board member of the Illinois Manufacturers’ Association
Beth Ann Brown – 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

   203    Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

   203    Member, Board of Directors of Baylor College of Medicine

 

T-2                     Invesco American Value Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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)

         

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

   203    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

   229    Insperity, Inc. (formerly known as Administaff) (human resources provider)

Elizabeth Krentzman – 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds    203    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
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    203    Blue Hills Bank; Chairman, 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)

   203    None

 

T-3                     Invesco American Value Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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)

         

Joel W. Motley – 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203    Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

   203    Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

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

   203    Federal Reserve Bank of Dallas

Robert C. Troccoli – 1949

Trustee

   2016   

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP

   203    None

Daniel S. Vandivort –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

   203    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

James D. Vaughn – 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

   203    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, Vice Chair and Chair Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-4                     Invesco American Value Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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

Officers

                   

Sheri Morris – 1964

President, Principal Executive Officer and Treasurer

   2003   

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

   N/A    N/A

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.; 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

   N/A    N/A

 

T-5                    Invesco American Value Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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

Officers–(continued)

                   

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

   N/A    N/A
         

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 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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   N/A    N/A

Kelli Gallegos – 1970

Vice President, Principal Financial Officer and Assistant Treasurer

   2008   

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-6                     Invesco American Value Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and            

Position(s)

Held with the Trust

  

Trustee        

and/or

Officer

Since

  

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

Officers–(continued)

                   

Crissie M. Wisdom – 1969

Anti-Money Laundering Compliance Officer

   2013    Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.    N/A    N/A

Todd F. Kuehl – 1969

Chief Compliance Officer

   2020   

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

   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, Suite 1000   Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173   1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 1000   1000 Louisiana Street, Suite 5800
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
Counsel to the Fund   Counsel to the Independent Trustees   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP   Goodwin Procter LLP   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2005 Market Street, Suite 2600   901 New York Avenue, N.W.   11 Greenway Plaza, Suite 1000   225 Franklin Street
Philadelphia, PA 19103-7018   Washington, D.C. 20001   Houston, TX 77046-1173   Boston, MA 02110-2801

 

T-7                     Invesco American Value Fund


 

 

 

LOGO

Go paperless with eDelivery

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

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

 

   

Fund reports and prospectuses

   

Quarterly statements

   

Daily confirmations

   

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

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

SEC file numbers: 811-03826 and 002-85905                                 Invesco Distributors, Inc.                                                                           VK-AMVA-AR-1


  

 

LOGO    Annual Report to Shareholders                        April 30, 2020
  

 

Invesco Comstock Fund

  

 

Nasdaq:

   A: ACSTX C: ACSYX R: ACSRX Y: ACSDX R5: ACSHX R6: ICSFX

 

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. 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.

 


 

Letters to Shareholders

 

LOGO

Andrew Schlossberg     

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.

    Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

 

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                      Invesco Comstock Fund


LOGO

Bruce Crockett      

  

Dear Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

    As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

  

 Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

 Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

     Assessing each portfolio management team’s investment performance within the context of the      investment strategy described in the fund’s prospectus.

 

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                      Invesco Comstock Fund


 

Management’s Discussion of Fund Performance

 

Performance summary  

For the fiscal year ended April 30, 2020, Class A shares of Invesco Comstock Fund (the Fund), at net asset value (NAV), underperformed the Russell 1000 Value Index, the Fund’s style-specific benchmark.

Your Fund’s long-term performance appears later in this report.

 

 

Fund vs. Indexes

 

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

    -18.80

Class C Shares

    -19.32  

Class R Shares

    -18.95  

Class Y Shares

    -18.59  

Class R5 Shares

    -18.50  

Class R6 Shares

    -18.46  

S&P 500 Indexq (Broad Market Index)

    0.86  

Russell 1000 Value Indexq (Style-Specific Index)

    -11.01  

Lipper Large-Cap Value Funds Index (Peer Group Index)

    -10.38  

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

 

 

 

Market conditions and your Fund

Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico. In addition, economic data showed a slowing domestic and global economy.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019. The US Treasury yield curve inverted several times, increasing fears of a possible US recession. As a result, August saw increased risk aversion, with investors crowding into asset classes perceived as safe havens, such as US Treasuries and gold. However, the Fed’s accommodative tone provided some support for risk assets.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1 Investors were also encouraged by a resilient US economy and corporate earnings, putting the US equity market on track for its largest annual rise since 2013.

During the first quarter of 2020, as the spread of the new coronavirus disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008. Though the equity market stabilized somewhat toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit. As expected, the US economy reported dismal numbers. At the close of the fiscal year in April, US unemployment numbers continued to climb, with over 30 million Americans seeking unemployment benefits since March 2020.3 In addition, the second gross domestic product estimate for the first quarter of 2020 saw the economy shrink by 5.0%, the sharpest drop since the 2008 financial crisis.2

On the positive side, stock selection within the information technology sector was the largest driver of the Fund’s performance relative to the style-specific benchmark for the fiscal year. Most notably, Microsoft was a top performer within the sector. The company beat earnings estimates in multiple quarters and provided strong guidance. Microsoft has benefited from predictable growth in both their cloud business and cloud-computing service Azure, as well as sustained demand for Office 365.

Having little exposure to the real estate sector boosted the Fund’s relative returns for the fiscal year. Real estate underperformed most sectors, with underperformance mostly driven during the first quarter of 2020.

 

Cash also assisted Fund performance relative to its style-specific benchmark for the fiscal year, as would be expected in a negative equity market environment.

On the negative side, stock selection in and overweight exposure to the energy sector was the largest detractor from the Fund’s relative performance for the fiscal year. Marathon Petroleum, Ovintiv and Suncor Energy were large detractors on a relative and absolute basis. We sold our position in Ovintiv before the close of the fiscal year to fund more attractive investment opportunities. The energy sector was the worst performing sector for the fiscal year, as oil prices experienced an unprecedented “double black-swan event” with Saudi Arabia and Russia increasing oil supply to gain market share and global demand for oil falling sharply due to the COVID-19 virus. We believe COVID-19 effects should ease, allowing business activity to resume, which should support demand. With respect to supply, oil prices aren’t sustainable at current levels, but we believe it may be many months before the imbalance is corrected. We continue to focus on balance sheets and debt levels for the Fund’s energy holdings.

Stock selection in the consumer discretionary sector also detracted from relative Fund performance. Carnival, a large cruise operator, was a notable detractor from Fund performance compared to the style-specific benchmark for the fiscal year as the cruise industry was hit particularly hard by the coronavirus outbreak due primarily to lack of demand for bookings. We sold our position in the stock due to weak guidance from management for demand going forward, as well as concern for the debt level and lack of revenues.

Financials also hampered the Fund’s relative performance for the fiscal year. The precipitous decline in interest rates during the height of the COVID-19 pandemic, from already low levels, weighed heavily on the financials sector. As a result, many bank stocks were trading at valuations last seen at the depth of the 2008 financial crisis. This is despite sweeping changes since that period, such as improved balance sheets, lower leverage and solid capital positions. Given these changes, we believe banks have rarely been better positioned to withstand a crisis and thus offer compelling value at current valuations.

We used currency forward contracts during the fiscal year for the purpose of hedging currency exposure of non-US-based companies held in the Fund. Derivatives were used solely for the purpose of hedging and not for speculative purposes or leverage. The use of currency forward contracts had a positive impact on the Fund’s performance relative to the Russell 1000 Value Index for the year.

 

 

4                    Invesco Comstock Fund


At the end of the fiscal year, relative to the style-specific benchmark, the Fund had a cyclical bias with overweight exposures to financial, energy and industrial companies. The Fund was also overweight in technology stocks. Conversely, the Fund had underweight exposure to the real estate, utilities, communication services, consumer staples and health care sectors relative to the style-specific benchmark.

Based on history and our experience, we believe a shift toward value stocks lies on the other side of this fear, momentum and growth-driven market environment. When we are faced with situations such as the current environment, our discipline is to be opportunistic by depending heavily on fundamentals, demanding a deep discount to intrinsic value and maintaining a long-term view.

Thank you for your investment in Invesco Comstock Fund and for sharing our long-term investment horizon.

1 Source: US Federal Reserve

2 Source: US Bureau of Economic Analysis

3 Source: The Associated Press

 

 

Portfolio managers:

Devin Armstrong - Lead

Charles DyReyes

Kevin Holt - Lead

James (Jay) Warwick

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.

See important Fund and, if applicable, index disclosures later in this report.

        

        

 

 

5                      Invesco Comstock Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

LOGO

1 Source: RIMES Technologies Corp.

2 Source: Lipper Inc.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                      Invesco Comstock Fund


Average Annual Total Returns

 

As of 4/30/20, including maximum applicable sales charges

 

Class A Shares         
Inception (10/7/68)      10.02
10 Years      6.74  

5 Years

     0.17  

1 Year

     -23.28  
Class C Shares         
Inception (10/26/93)      8.29
10 Years      6.55  

5 Years

     0.58  

1 Year

     -20.07  
Class R Shares         
Inception (10/1/02)      7.24
10 Years      7.08  

5 Years

     1.07  

1 Year

     -18.95  
Class Y Shares         
Inception (10/29/04)      5.84
10 Years      7.61  

5 Years

     1.58  

1 Year

     -18.59  
Class R5 Shares         
10 Years      7.71

5 Years

     1.65  

1 Year

     -18.50  
Class R6 Shares         
10 Years      7.69

5 Years

     1.75  

1 Year

     -18.46  

Effective June 1, 2010, Class A, Class C, Class I and Class R shares of the predecessor fund, Van Kampen Comstock Fund, advised by Van Kampen Asset Management were reorganized into Class A, Class C, Class Y and Class R shares, respectively, of Invesco Van Kampen Comstock Fund (renamed Invesco Comstock Fund). Returns shown above, prior to June 1, 2010, for Class A, Class C, Class R and Class Y shares are blended returns of the predecessor fund and Invesco Comstock Fund. Share class returns will differ from the predecessor fund because of different expenses.

Class R5 shares incepted on June 1, 2010. Performance shown prior to that date is that of the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares.

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

The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/

performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

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

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

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

        

 

 

7                      Invesco Comstock Fund


 

Invesco Comstock Fund’s investment objective is total return through growth of capital and current income.

 

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

 

Unless otherwise noted, all data provided by Invesco.

 

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About indexes used in this report

  The S&P 500® Index is an unmanaged index considered representative of the US stock market.
  The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
  The Lipper Large-Cap Value Funds Index is an unmanaged index considered representative of large-cap value funds tracked by Lipper.
  The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
  A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

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

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation

of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

  The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
  The Fund’s investment strategy remained appropriate for an open-end fund;
  The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
  The Fund did not breach the 15% limit on Illiquid Investments; and
  The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

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

 

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 

8                      Invesco Comstock Fund


Fund Information

 

Portfolio Composition

 

By sector    % of total net assets

Financials

       27.24 %

Health Care

       13.38

Energy

       12.26

Information Technology

       11.26

Industrials

       10.83

Consumer Staples

       5.80

Materials

       4.96

Consumer Discretionary

       4.53

Communication Services

       3.60

Utilities

       2.98

Real Estate

       0.35

Money Market Funds Plus Other Assets Less Liabilities

       2.81

Top 10 Equity Holdings*

 

            % of total net assets

1.

     Citigroup, Inc.        4.52 %

2.

     Bank of America Corp.        4.22

3.

     Philip Morris International, Inc.        2.98

4.

     Anthem, Inc.        2.75

5.

     Chevron Corp.        2.55

6.

     Morgan Stanley        2.47

7.

     Intel Corp.        2.40

8.

     Microsoft Corp.        2.22

9.

     Sanofi, ADR        2.16

10.

     General Motors Co.        1.90

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

* Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

 

 

9                      Invesco Comstock Fund


Schedule of Investments(a)

April 30, 2020

 

      Shares      Value

Common Stocks & Other Equity Interests–97.19%

Aerospace & Defense–1.10%

Textron, Inc.

     3,606,634      $    95,070,872
Agricultural Products–1.53%

Archer-Daniels-Midland Co.

     3,556,692      132,095,541
Air Freight & Logistics–1.55%

FedEx Corp.

     1,056,379      133,917,166
Asset Management & Custody Banks–3.29%

Bank of New York Mellon Corp. (The)

     3,497,503      131,296,263

State Street Corp.

     2,420,605      152,594,939
              283,891,202
Automobile Manufacturers–1.90%

General Motors Co.(b)

     7,372,226      164,326,917
Building Products–1.96%

Johnson Controls International PLC

     3,725,201      108,440,601

Trane Technologies PLC

     695,094      60,765,118
              169,205,719
Cable & Satellite–1.33%

Comcast Corp., Class A

     3,052,071      114,849,432
Casinos & Gaming–0.71%

Las Vegas Sands Corp.(b)

     1,273,745      61,165,235
Communications Equipment–1.84%

Cisco Systems, Inc.

     3,746,420      158,773,280
Construction Machinery & Heavy Trucks–1.68%

Caterpillar, Inc.

     1,242,410      144,591,676
Consumer Finance–0.61%

Ally Financial, Inc.

     3,211,045      52,629,028
Diversified Banks–11.96%

Bank of America Corp.

     15,135,214      364,001,897

Citigroup, Inc.

     8,030,904      389,980,698

JPMorgan Chase & Co.

     1,685,522      161,405,587

Wells Fargo & Co.

     4,016,018      116,665,323
              1,032,053,505
Electric Utilities–1.63%

Exelon Corp.

     3,791,398      140,585,038
Electrical Components & Equipment–3.44%

Eaton Corp. PLC

     1,722,600      143,837,100

Emerson Electric Co.

     2,677,000      152,669,310
              296,506,410
Fertilizers & Agricultural Chemicals–2.72%

CF Industries Holdings, Inc.

     4,125,751      113,458,152

Corteva, Inc.

     4,644,483      121,639,010
              235,097,162
Health Care Distributors–2.01%

Cardinal Health, Inc.

     676,763      33,486,233

McKesson Corp.

     994,211      140,432,304
              173,918,537
       Shares      Value

Health Care Facilities–1.25%

HCA Healthcare, Inc.(b)

     979,904      $    107,671,851
Health Care Services–1.46%

CVS Health Corp.

     2,045,135      125,878,059
Hotel & Resort REITs–0.35%

Host Hotels & Resorts, Inc.

     2,459,168      30,272,358
Independent Power Producers & Energy Traders–1.35%

Vistra Energy Corp.

     5,957,912      116,417,600
Industrial Conglomerates–1.11%

General Electric Co.

     14,076,486      95,720,105
Integrated Oil & Gas–6.21%

BP PLC, ADR (United Kingdom)

     6,305,729      150,076,350

Chevron Corp.

     2,395,764      220,410,288

Royal Dutch Shell PLC, Class A, ADR (United Kingdom)

     1,052,778      34,878,535

Suncor Energy, Inc. (Canada)

     7,335,948      130,946,672
              536,311,845
Integrated Telecommunication Services–1.63%

AT&T, Inc.

     4,630,227      141,083,017
Internet & Direct Marketing Retail–1.92%

Booking Holdings, Inc.(b)

     36,225      53,633,648

eBay, Inc.

     2,810,163      111,928,792
              165,562,440
Investment Banking & Brokerage–4.07%

Goldman Sachs Group, Inc. (The)

     752,534      138,029,786

Morgan Stanley

     5,407,322      213,210,707
              351,240,493
IT Consulting & Other Services–1.81%

Cognizant Technology Solutions Corp., Class A

     2,687,800      155,946,156
Life & Health Insurance–1.10%

MetLife, Inc.

     2,624,388      94,687,919
Managed Health Care–2.75%

Anthem, Inc.

     846,363      237,599,485
Multi-line Insurance–1.80%

American International Group, Inc.

     6,097,976      155,071,530
Oil & Gas Exploration & Production–6.05%

Canadian Natural Resources Ltd. (Canada)

     4,397,761      73,646,186

Devon Energy Corp.

     7,496,868      93,485,944

Hess Corp.

     2,896,490      140,885,274

Marathon Oil Corp.

     17,199,977      105,263,859

Noble Energy, Inc.

     6,271,655      61,524,935

Pioneer Natural Resources Co.

     529,625      47,300,809
              522,107,007
Paper Packaging–1.49%

International Paper Co.

     3,746,290      128,310,432
 

 

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

10                      Invesco Comstock Fund


      Shares      Value

Pharmaceuticals–5.91%

Bristol-Myers Squibb Co.

     2,622,292      $    159,461,576

Johnson & Johnson

     1,092,359      163,897,544

Sanofi, ADR (France)

     3,985,979      186,663,397
              510,022,517
Property & Casualty Insurance–1.48%

Allstate Corp. (The)

     1,260,220      128,189,578
Regional Banks–2.94%

Citizens Financial Group, Inc.

     4,085,212      91,467,897

Fifth Third Bancorp

     5,030,530      94,020,606

PNC Financial Services Group, Inc. (The)

     636,308      67,874,974
              253,363,477
Semiconductors–5.39%

Intel Corp.

     3,456,626      207,328,428

NXP Semiconductors N.V. (Netherlands)

     952,379      94,828,377

QUALCOMM, Inc.

     2,073,454      163,118,626
              465,275,431
Specialty Chemicals–0.74%

DuPont de Nemours, Inc.

     1,364,459      64,156,862
Systems Software–2.22%

Microsoft Corp.

     1,069,822      191,722,801
       Shares      Value

Tobacco–4.27%

Altria Group, Inc.

     2,836,769      $    111,343,183

Philip Morris International, Inc.

     3,445,097      257,004,236
              368,347,419
Wireless Telecommunication Services–0.63%

Vodafone Group PLC (United Kingdom)

     38,501,999      54,443,431

Total Common Stocks & Other Equity Interests
(Cost $7,839,233,639)

 

   8,388,078,533

Money Market Funds–2.32%

Invesco Government & Agency Portfolio, Institutional Class, 0.20%(c)(d)

     69,472,866      69,472,866

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(c)(d)

     50,821,583      50,852,076

Invesco Treasury Portfolio, Institutional Class, 0.10%(c)(d)

     79,397,562      79,397,562

Total Money Market Funds
(Cost $199,676,019)

 

   199,722,504

TOTAL INVESTMENTS IN
SECURITIES–99.51%
(Cost $8,038,909,658)

 

   8,587,801,037

OTHER ASSETS LESS LIABILITIES–0.49%

 

   42,669,631

NET ASSETS–100.00%

            $8,630,470,668
 

 

Investment Abbreviations:
ADR -  American Depositary Receipt
REIT - Real Estate Investment Trust
Notes to Schedule of Investments:

 

(a) 

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

(b) 

Non-income producing security.

(c) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

      Value
April 30, 2019
    

Purchases

at Cost

    

Proceeds

from Sales

    Change in
Unrealized
Appreciation
     Realized
Gain
     Value
April 30, 2020
     Dividend
Income
 

Investments in Affiliated Money Market Funds:

                                                             

Invesco Government & Agency Portfolio, Institutional Class

   $ 270,614,086      $ 555,518,705      $ (756,659,925     $          -        $        -      $ 69,472,866      $ 3,807,934  

Invesco Liquid Assets Portfolio, Institutional Class

     193,323,983        401,455,236        (543,957,934     23,212        7,579        50,852,076        2,984,528  

Invesco Treasury Portfolio, Institutional Class

     309,273,240        634,878,520        (864,754,198     -        -        79,397,562        4,256,538  

Total

   $ 773,211,309      $ 1,591,852,461      $ (2,165,372,057     $23,212        $7,579      $ 199,722,504      $ 11,049,000  

 

(d) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

Open Forward Foreign Currency Contracts  

 

 
Settlement                  Contract to     

Unrealized
Appreciation

 

Date

     Counterparty           Deliver             Receive      (Depreciation)  

 

 

Currency Risk

                   

 

 

05/15/2020

     Goldman Sachs International      GBP        2,264,094        USD        2,852,099      $ 378  

 

 

05/15/2020

     Goldman Sachs International      USD        9,007,519        CAD        12,618,345        57,759  

 

 

05/15/2020

     Goldman Sachs International      USD        43,837,714        EUR        40,012,956        18,268  

 

 

05/15/2020

     Goldman Sachs International      USD        8,786,327        GBP        7,027,937        65,651  

 

 

05/15/2020

     Royal Bank of Canada      CAD        6,695,375        USD        4,823,063        12,969  

 

 

05/15/2020

     Royal Bank of Canada      USD        3,907,881        CAD        5,543,278        74,523  

 

 

05/15/2020

     Royal Bank of Canada      USD        6,164,701        EUR        5,665,556        45,000  

 

 

 

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

11                      Invesco Comstock Fund


Open Forward Foreign Currency Contracts–(continued)  

 

 
Settlement               

 

Contract to

   

Unrealized

Appreciation

 

Date

   Counterparty           Deliver             Receive     (Depreciation)  

 

 

05/15/2020

   State Street Bank & Trust Co.      USD        5,541,823        GBP        4,496,594       $ 121,824  

 

 

Subtotal–Appreciation

                396,372  

 

 

Currency Risk

                

 

 

05/15/2020

   Canadian Imperial Bank of Commerce      CAD        19,299,471        USD        13,839,111       (26,024

 

 

05/15/2020

   Canadian Imperial Bank of Commerce      EUR        141,592,232        USD        154,012,279       (1,179,117

 

 

05/15/2020

   Deutsche Bank AG      CAD        123,223,183        USD        87,445,044       (1,081,015

 

 

05/15/2020

   Deutsche Bank AG      EUR        7,673,495        USD        8,340,713       (69,779

 

 

05/15/2020

   Deutsche Bank AG      GBP        84,081,871        USD        104,673,771       (1,230,829

 

 

05/15/2020

   Goldman Sachs International      CAD        2,805,753        USD        1,990,352       (25,359

 

 

05/15/2020

   Goldman Sachs International      EUR        4,031,142        USD        4,367,097       (51,214

 

 

05/15/2020

   Goldman Sachs International      GBP        8,879,393        USD        10,999,524       (184,440

 

 

05/15/2020

   Royal Bank of Canada      CAD        16,351,069        USD        11,592,530       (154,413

 

 

05/15/2020

   Royal Bank of Canada      GBP        2,841,632        USD        3,532,407       (46,746

 

 

Subtotal–Depreciation

                (4,048,936

 

 

Total Forward Foreign Currency Contracts

                $ (3,652,564

 

 

Abbreviations:

CAD - Canadian Dollar

EUR - Euro

GBP - British Pound Sterling

USD - U.S. Dollar

 

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

12                      Invesco Comstock Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

  

Investments in securities, at value
(Cost $7,839,233,639)

   $ 8,388,078,533  

Investments in affiliated money market funds, at value
(Cost $199,676,019)

     199,722,504  

Other investments:

  

Unrealized appreciation on forward foreign currency contracts outstanding

     396,372  

Cash

     29,957  

Foreign currencies, at value
(Cost $535)

     542  

Receivable for:

  

Investments sold

     100,185,731  

Fund shares sold

     4,081,983  

Dividends

     20,031,563  

Investment for trustee deferred compensation and retirement plans

     829,160  

Other assets

     94,271  

Total assets

     8,713,450,616  

Liabilities:

  

Other investments:

  

Unrealized depreciation on forward foreign currency contracts outstanding

     4,048,936  

Payable for:

  

Investments purchased

     56,502,818  

Fund shares reacquired

     16,650,675  

Accrued fees to affiliates

     3,789,535  

Accrued trustees’ and officers’ fees and benefits

     3,357  

Accrued other operating expenses

     1,026,539  

Trustee deferred compensation and retirement plans

     958,088  

Total liabilities

     82,979,948  

Net assets applicable to shares outstanding

   $ 8,630,470,668  

Net assets consist of:

  

Shares of beneficial interest

   $ 8,294,699,280  

Distributable earnings

     335,771,388  
     $ 8,630,470,668  

Net Assets:

  

Class A

   $ 4,512,553,025  

Class C

   $ 96,492,339  

Class R

   $ 133,185,630  

Class Y

   $ 1,179,054,788  

Class R5

   $ 440,297,861  

Class R6

   $ 2,268,887,025  

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

 

Class A

     238,184,296  

Class C

     5,091,011  

Class R

     7,028,882  

Class Y

     62,232,707  

Class R5

     23,260,058  

Class R6

     119,896,494  

Class A:

  

Net asset value per share

   $ 18.95  

Maximum offering price per share
(Net asset value of $18.95 ÷ 94.50%)

   $ 20.05  

Class C:

  

Net asset value and offering price per share

   $ 18.95  

Class R:

  

Net asset value and offering price per share

   $ 18.95  

Class Y:

  

Net asset value and offering price per share

   $ 18.95  

Class R5:

  

Net asset value and offering price per share

   $ 18.93  

Class R6:

  

Net asset value and offering price per share

   $ 18.92  
 

 

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

13                      Invesco Comstock Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

  

Dividends (net of foreign withholding taxes of $6,941,484)

   $ 312,488,454  

 

 

Dividends from affiliates (includes securities lending income of $813,764)

     11,862,764  

 

 

Total investment income

     324,351,218  

 

 

Expenses:

  

Advisory fees

     41,036,491  

 

 

Administrative services fees

     1,630,170  

 

 

Custodian fees

     177,899  

 

 

Distribution fees:

  

Class A

     14,326,793  

 

 

Class C

     1,224,977  

 

 

Class R

     899,928  

 

 

Transfer agent fees – A, C, R and Y

     12,848,365  

 

 

Transfer agent fees – R5

     580,684  

 

 

Transfer agent fees – R6

     139,941  

 

 

Trustees’ and officers’ fees and benefits

     136,999  

 

 

Registration and filing fees

     223,309  

 

 

Reports to shareholders

     888,771  

 

 

Professional services fees

     197,414  

 

 

Other

     202,513  

 

 

Total expenses

     74,514,254  

 

 

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

     (737,983

 

 

Net expenses

     73,776,271  

 

 

Net investment income

     250,574,947  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Investment securities

     (26,984,476

 

 

Foreign currencies

     237,717  

 

 

Forward foreign currency contracts

     29,627,653  

 

 
     2,880,894  

 

 

Change in net unrealized appreciation (depreciation) of:

  

Investment securities

     (2,230,074,209

 

 

Foreign currencies

     109,956  

 

 

Forward foreign currency contracts

     (7,394,661

 

 
     (2,237,358,914

 

 

Net realized and unrealized gain (loss)

     (2,234,478,020

 

 

Net increase (decrease) in net assets resulting from operations

   $ (1,983,903,073

 

 

 

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

14                      Invesco Comstock Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

     2020     2019  

 

 

Operations:

    

Net investment income

   $ 250,574,947     $ 232,339,505  

 

 

Net realized gain

     2,880,894       720,651,130  

 

 

Change in net unrealized appreciation (depreciation)

     (2,237,358,914     (555,280,438

 

 

Net increase (decrease) in net assets resulting from operations

     (1,983,903,073     397,710,197  

 

 

Distributions to shareholders from distributable earnings:

    

Class A

     (444,075,331     (506,804,150

 

 

Class C

     (9,094,284     (31,812,508

 

 

Class R

     (13,299,334     (17,885,215

 

 

Class Y

     (123,114,106     (155,664,704

 

 

Class R5

     (46,403,655     (59,044,636

 

 

Class R6

     (215,265,417     (249,226,391

 

 

Total distributions from distributable earnings

     (851,252,127     (1,020,437,604

 

 

Share transactions-net:

    

Class A

     (313,779,950     205,489,325  

 

 

Class C

     (27,862,399     (268,440,174

 

 

Class R

     (33,881,844     (41,047,725

 

 

Class Y

     (178,190,047     3,974,276  

 

 

Class R5

     (78,157,119     (33,427,639

 

 

Class R6

     (17,285,863     518,847,087  

 

 

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

     (649,157,222     385,395,150  

 

 

Net increase (decrease) in net assets

     (3,484,312,422     (237,332,257

 

 

Net assets:

    

Beginning of year

     12,114,783,090       12,352,115,347  

 

 

End of year

   $ 8,630,470,668     $ 12,114,783,090  

 

 

 

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

15                      Invesco Comstock Fund


Financial Highlights

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

 

   

Net asset

value,

beginning

of period

 

Net

investment

income(a)

 

Net gains

(losses)

on securities

(both

realized and

unrealized)

 

Total from

investment

operations

 

Dividends

from net

investment

income

 

Distributions

from net

realized

gains

 

Total

distributions

 

Net asset

value, end

of period

 

Total

return (b)

 

Net assets,

end of period

(000’s omitted)

 

Ratio of

expenses

to average

net assets

with fee waivers

and/or

expenses

absorbed

 

Ratio of

expenses

to average net

assets without

fee waivers

and/or

expenses

absorbed

 

Ratio of net

investment

income

to average

net assets

 

Portfolio

turnover (c)

 

 

Class A

                           

Year ended 04/30/20

    $25.18       $0.51       $(4.88     $(4.37     $(0.52     $(1.34     $(1.86     $18.95       (18.76 )%      $4,512,553       0.82 %(d)      0.83 %(d)      2.16 %(d)      30

Year ended 04/30/19

    26.67       0.46       0.23       0.69       (0.41     (1.77     (2.18     25.18       3.51       6,350,025       0.80       0.81       1.79       23  

Year ended 04/30/18

    24.03       0.36       3.23       3.59       (0.36     (0.59     (0.95     26.67       15.09       6,433,646       0.81       0.81       1.38       14  

Year ended 04/30/17

    21.86       0.40       3.61       4.01       (0.49     (1.35     (1.84     24.03       18.56       6,350,463       0.84       0.84       1.75       18  

Year ended 04/30/16

    26.04       0.44       (2.29     (1.85     (0.36     (1.97     (2.33     21.86       (6.90     6,613,286       0.84       0.85       1.87       15  

 

 

Class C

                           

Year ended 04/30/20

    25.16       0.35       (4.87     (4.52     (0.35     (1.34     (1.69     18.95       (19.32 )(e)      96,492       1.49 (d)(e)      1.50 (d)(e)      1.49 (d)(e)      30  

Year ended 04/30/19

    26.66       0.27       0.21       0.48       (0.21     (1.77     (1.98     25.16       2.68 (e)      158,707       1.54 (e)      1.55 (e)      1.05 (e)      23  

Year ended 04/30/18

    24.02       0.16       3.24       3.40       (0.17     (0.59     (0.76     26.66       14.24 (e)      468,225       1.55 (e)      1.55 (e)      0.64 (e)      14  

Year ended 04/30/17

    21.85       0.23       3.61       3.84       (0.32     (1.35     (1.67     24.02       17.70       511,920       1.59       1.59       1.00       18  

Year ended 04/30/16

    26.03       0.27       (2.29     (2.02     (0.19     (1.97     (2.16     21.85       (7.59 )(e)      532,230       1.56 (e)      1.57 (e)      1.15 (e)      15  

 

 

Class R

                           

Year ended 04/30/20

    25.17       0.45       (4.87     (4.42     (0.46     (1.34     (1.80     18.95       (18.95     133,186       1.07 (d)      1.08 (d)      1.91 (d)      30  

Year ended 04/30/19

    26.67       0.40       0.21       0.61       (0.34     (1.77     (2.11     25.17       3.20       212,843       1.05       1.06       1.54       23  

Year ended 04/30/18

    24.03       0.29       3.24       3.53       (0.30     (0.59     (0.89     26.67       14.80       265,368       1.06       1.06       1.13       14  

Year ended 04/30/17

    21.86       0.35       3.61       3.96       (0.44     (1.35     (1.79     24.03       18.27       324,055       1.09       1.09       1.50       18  

Year ended 04/30/16

    26.04       0.38       (2.29     (1.91     (0.30     (1.97     (2.27     21.86       (7.14     358,835       1.09       1.10       1.62       15  

 

 

Class Y

                           

Year ended 04/30/20

    25.18       0.57       (4.88     (4.31     (0.58     (1.34     (1.92     18.95       (18.54     1,179,055       0.57 (d)      0.58 (d)      2.41 (d)      30  

Year ended 04/30/19

    26.68       0.52       0.22       0.74       (0.47     (1.77     (2.24     25.18       3.73       1,765,456       0.55       0.56       2.04       23  

Year ended 04/30/18

    24.03       0.41       3.25       3.66       (0.42     (0.59     (1.01     26.68       15.41       1,861,752       0.56       0.56       1.63       14  

Year ended 04/30/17

    21.86       0.46       3.61       4.07       (0.55     (1.35     (1.90     24.03       18.86       3,334,930       0.59       0.59       2.00       18  

Year ended 04/30/16

    26.04       0.49       (2.28     (1.79     (0.42     (1.97     (2.39     21.86       (6.67     3,034,620       0.59       0.60       2.12       15  

Class R5

                           

Year ended 04/30/20

    25.16       0.58       (4.87     (4.29     (0.60     (1.34     (1.94     18.93       (18.50     440,298       0.50 (d)      0.51 (d)      2.48 (d)      30  

Year ended 04/30/19

    26.66       0.54       0.22       0.76       (0.49     (1.77     (2.26     25.16       3.80       665,081       0.48       0.49       2.11       23  

Year ended 04/30/18

    24.02       0.44       3.23       3.67       (0.44     (0.59     (1.03     26.66       15.46       735,462       0.50       0.50       1.69       14  

Year ended 04/30/17

    21.85       0.48       3.62       4.10       (0.58     (1.35     (1.93     24.02       18.98       741,550       0.51       0.51       2.08       18  

Year ended 04/30/16

    26.04       0.51       (2.29     (1.78     (0.44     (1.97     (2.41     21.85       (6.61     824,228       0.49       0.50       2.22       15  

 

 

Class R6

                           

Year ended 04/30/20

    25.16       0.60       (4.88     (4.28     (0.62     (1.34     (1.96     18.92       (18.46     2,268,887       0.41 (d)      0.42 (d)      2.57 (d)      30  

Year ended 04/30/19

    26.66       0.56       0.22       0.78       (0.51     (1.77     (2.28     25.16       3.90       2,962,672       0.39       0.40       2.20       23  

Year ended 04/30/18

    24.01       0.47       3.24       3.71       (0.47     (0.59     (1.06     26.66       15.61       2,587,663       0.41       0.41       1.78       14  

Year ended 04/30/17

    21.85       0.50       3.61       4.11       (0.60     (1.35     (1.95     24.01       19.05       702,678       0.41       0.41       2.18       18  

Year ended 04/30/16

    26.03       0.54       (2.29     (1.75     (0.46     (1.97     (2.43     21.85       (6.48     624,206       0.39       0.40       2.32       15  

 

 

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

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

(d) 

Ratios are based on average daily net assets (000’s omitted) of $5,744,130, $132,911, $179,986, $1,554,576, $580,676 and $2,675,290 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

(e) 

The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.92%, 0.99%, 0.99% and 0.97% for the years ended April 30, 2020, 2019, 2018 and 2016, respectively.

 

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

16                      Invesco Comstock Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Comstock 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 the Fund or each class.

The Fund’s investment objective is total return through growth of capital and current income.

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

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per

 

17                      Invesco Comstock Fund


share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

J.

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

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

 

18                      Invesco Comstock Fund


K.

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

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

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

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:

 

Average Daily Net Assets    Rate

 

 

First $1 billion

     0.500%  

 

 

Next $1 billion

     0.450%  

 

 

Next $1 billion

     0.400%  

 

 

Over $3 billion

     0.350%  

 

 

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.38%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2021, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.25%, 1.75%, 1.75% and 1.75% respectively, of average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 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. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

The Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $710,592.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A, Class C and Class R shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets, up to 1.00% of Class C average daily net assets and up to 0.50% of Class R average daily net assets. The fees are accrued daily and paid monthly.

With respect to Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.

For the year ended April 30, 2020, expenses incurred under these agreements are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $490,246 in front-end sales commissions from the sale of Class A shares and $24,753 and $7,181 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $116,236 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

 

19                      Invesco Comstock Fund


NOTE 3–Additional Valuation Information

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

Level 1

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

The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1      Level 2     Level 3      Total  

 

 

Investments in Securities

          

 

 

Common Stocks & Other Equity Interests

     $8,333,635,102        $54,443,431       $–        $8,388,078,533  

 

 

Money Market Funds

     199,722,504                     199,722,504  

 

 

Total Investments in Securities

     8,533,357,606        54,443,431              8,587,801,037  

 

 

Other Investments - Assets*

          

 

 

Forward Foreign Currency Contracts

            396,372              396,372  

 

 

Other Investments - Liabilities*

          

 

 

Forward Foreign Currency Contracts

            (4,048,936            (4,048,936

 

 

Total Other Investments

            (3,652,564            (3,652,564

 

 

Total Investments

     $8,533,357,606        $50,790,867       $–        $8,584,148,473  

 

 

 

*

Unrealized appreciation (depreciation).

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 Statement of Assets and Liabilities.

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of April 30, 2020:

 

     Value  
     Currency  
Derivative Assets    Risk  

 

 

Unrealized appreciation on forward foreign currency contracts outstanding

   $ 396,372  

 

 

Derivatives not subject to master netting agreements

     -  

 

 

Total Derivative Assets subject to master netting agreements

   $ 396,372  

 

 
     Value  
     Currency  
Derivative Liabilities    Risk  

 

 

Unrealized depreciation on forward foreign currency contracts outstanding

   $ (4,048,936

 

 

Derivatives not subject to master netting agreements

     -  

 

 

Total Derivative Liabilities subject to master netting agreements

   $ (4,048,936

 

 

 

20                      Invesco Comstock Fund


Offsetting Assets and Liabilities

The table below reflects the Fund’s exposure to Counterparties subject to either an ISDA Master Agreement or other agreement for OTC derivative transactions as of April 30, 2020.

 

     Financial   Financial                    
     Derivative   Derivative       Collateral       
     Assets   Liabilities       (Received)/Pledged       
Counterparty    Forward Foreign
Currency Contracts
  Forward Foreign
Currency Contracts
 

Net Value of

Derivatives

  Non-Cash    Cash   

Net

Amount

 

 

 

Canadian Imperial Bank of Commerce

     $             -       $(1,205,141   $ (1,205,141   $-    $-    $ (1,205,141

 

 

Deutsche Bank AG

     -       (2,381,623     (2,381,623   -    -      (2,381,623

 

 

Goldman Sachs International

     142,056       (261,013     (118,957   -    -      (118,957

 

 

Royal Bank of Canada

     132,492       (201,159     (68,667   -    -      (68,667

 

 

State Street Bank & Trust CO.

     121,824       -           121,824             121,824  

 

 

Total

     $396,372           $(4,048,936)     $ (3,652,564   $-    $-    $ (3,652,564

 

 

Effect of Derivative Investments for the year ended April 30, 2020

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

 

     Location of Gain (Loss) on
     Statement of Operations
     Currency
     Risk
   

Realized Gain:

  

Forward foreign currency contracts

     $29,627,653       
   

Change in Net Unrealized Appreciation (Depreciation):

  

Forward foreign currency contracts

     (7,394,661 )     
   

Total

     $22,232,992       
   

The table below summarizes the average notional value of derivatives held during the period.

 

     Forward  
     Foreign Currency  
     Contracts  

 

 

Average notional value

     $869,401,247  

 

 

NOTE 5–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $27,391.

NOTE 6–Trustees’ and Officers’ Fees and Benefits

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

NOTE 7–Cash Balances

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

NOTE 8–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020      2019  

 

 

Ordinary income

   $ 283,801,901      $ 261,897,039  

 

 

Long-term capital gain

     567,450,226        758,540,565  

 

 

Total distributions

   $ 851,252,127      $ 1,020,437,604  

 

 

 

21                      Invesco Comstock Fund


Tax Components of Net Assets at Period-End:

 

  
     2020  

 

 

Undistributed ordinary income

   $ 36,905,848  

 

 

Net unrealized appreciation – investments

     397,989,508  

 

 

Net unrealized appreciation - foreign currencies

     38,978  

 

 

Temporary book/tax differences

     (879,752

 

 

Post-October capital loss deferral

     (98,283,194

 

 

Shares of beneficial interest

     8,294,699,280  

 

 

Total net assets

   $ 8,630,470,668  

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund does not have a capital loss carryforward as of April 30, 2020.

NOTE 9–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 April 30, 2020 was $3,099,802,172 and $3,748,076,527, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  

 

 

Aggregate unrealized appreciation of investments

   $ 1,419,944,537  

 

 

Aggregate unrealized (depreciation) of investments

     (1,021,955,029

 

 

Net unrealized appreciation of investments

   $ 397,989,508  

 

 

Cost of investments for tax purposes is $8,186,158,965.

NOTE 10–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of distribution and foreign currency transactions, on April 30, 2020, undistributed net investment income was decreased by $382,600 and undistributed net realized gain (loss) was increased by $382,600. This reclassification had no effect on the net assets or the distributable earnings of the Fund.

NOTE 11–Share Information

 

           Summary of Share Activity                                  

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     14,823,340     $     326,476,393       19,235,509     $ 491,515,179  

 

 

Class C

     836,730       18,364,258       1,534,289       39,146,050  

 

 

Class R

     1,147,738       25,029,054       1,192,696       30,493,158  

 

 

Class Y

     13,876,272       304,958,289       17,771,878       453,272,484  

 

 

Class R5

     4,014,780       88,821,947       4,438,371       113,906,701  

 

 

Class R6

     28,081,364       564,760,935       38,439,425       1,012,581,472  

 

 

Issued as reinvestment of dividends:

        

Class A

     17,277,921       410,084,725       20,775,822       473,525,773  

 

 

Class C

     350,528       8,411,761       1,301,913       29,369,529  

 

 

Class R

     557,959       13,298,890       786,138       17,883,529  

 

 

Class Y

     4,584,324       108,588,430       6,038,549       137,929,745  

 

 

Class R5

     1,955,495       46,230,230       2,581,603       59,028,810  

 

 

Class R6

     9,023,395       212,691,539       10,802,298       246,810,381  

 

 

Automatic conversion of Class C shares to Class A shares:

 

     

Class A

     580,431       13,695,611       10,774,173       251,650,707  

 

 

Class C

     (580,381     (13,695,611     (10,774,189     (251,650,707

 

 

 

22                      Invesco Comstock Fund


           Summary of Share Activity        

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

 

Reacquired:

        

Class A

     (46,728,046   $ (1,064,036,679     (39,747,406   $ (1,011,202,334

 

 

Class C

     (1,823,064     (40,942,807     (3,316,074     (85,305,046

 

 

Class R

     (3,131,685     (72,209,788     (3,473,453     (89,424,412

 

 

Class Y

     (26,340,785     (591,736,766     (23,480,250     (587,227,953

 

 

Class R5

     (9,143,407     (213,209,296     (8,171,985     (206,363,150

 

 

Class R6

     (34,983,680     (794,738,337     (28,542,079     (740,544,766

 

 

Net increase (decrease) in share activity

     (25,620,771   $ (649,157,222     18,167,228     $ 385,395,150  

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 48% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

NOTE 12–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

23                      Invesco Comstock Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Comstock Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Comstock Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the five years in the period ended April 30, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the five years in the period ended April 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

24                      Invesco Comstock Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

 

           

ACTUAL

  

HYPOTHETICAL

(5% annual return before

expenses)

     
     

Beginning

    Account Value    

(11/01/19)

  

Ending
    Account Value    

(04/30/20)1

   Expenses
    Paid During    
Period2
   Ending
    Account Value    
(04/30/20)
   Expenses
    Paid During    
Period2
  

    Annualized    
Expense

Ratio

Class A

     $ 1,000.00      $ 819.30      $ 3.80      $ 1,020.69      $ 4.22        0.84 %

Class C

       1,000.00        816.30        7.04        1,017.11        7.82        1.56

Class R

       1,000.00        818.50        4.93        1,019.44        5.47        1.09

Class Y

       1,000.00        820.20        2.67        1,021.93        2.97        0.59

Class R5

       1,000.00        820.80        2.35        1,022.28        2.61        0.52

    Class R6    

       1,000.00        820.90        1.90        1,022.77        2.11        0.42

 

1 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year.

 

25                      Invesco Comstock Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

 

                

 

Federal and State Income Tax

    
 

Long-Term Capital Gain Distributions

   $ 567,450,226    
 

Qualified Dividend Income*

     99.03  
 

Corporate Dividends Received Deduction*

     87.61  
 

U.S. Treasury Obligations*

     0.00  
 

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

26                      Invesco Comstock Fund


Trustees and Officers

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.

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

    

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 Trustee

                       
   
Martin L. Flanagan1 - 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

 

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)

   203    None

 

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.

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

    

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

   203    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    203    Board member of the Illinois Manufacturers’ Association
   

Beth Ann Brown - 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

   203    Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non - profit); and Vice President and Director of Grahamtastic Connection (non-profit)

 

T-1                      Invesco Comstock Fund


Trustees and Officers(continued)

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

  

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 - 1952

Trustee

   2003   

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Chairman, Discovery Learning Alliance (non-profit)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

   203    Member, Board of Directors of Baylor College of Medicine
   

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

   203    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

   229    Insperity, Inc. (formerly known as Administaff) (human resources provider)
   

Elizabeth Krentzman - 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds    203    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
   

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    203    Blue Hills Bank; Chairman, 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)

   203    None

 

T-2                      Invesco Comstock Fund


Trustees and Officers(continued)

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)

         
   

Joel W. Motley - 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203    Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

   203    Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)
   

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

   203    Federal Reserve Bank of Dallas
   

Robert C. Troccoli - 1949

Trustee

   2016   

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP

   203    None
   

Daniel S. Vandivort -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

   203    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds
   

James D. Vaughn - 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

   203    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, Vice Chair and Chair Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-3                      Invesco Comstock Fund


Trustees and Officers(continued)

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

    

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

   

Officers

                       
   

Sheri Morris - 1964

President, Principal Executive Officer and Treasurer

     2003     

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

   N/A    N/A
   

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.; 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

   N/A    N/A

 

T-4                      Invesco Comstock Fund


Trustees and Officers(continued)

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

   

Officers–(continued)

              
   

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

   N/A    N/A
   

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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   N/A    N/A
   

Kelli Gallegos - 1970

Vice President, Principal Financial Officer and Assistant Treasurer

   2008   

Principal Financial and Accounting Officer - Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-5                      Invesco Comstock Fund


Trustees and Officers(continued)

 

   Name, Year of Birth and
   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

    

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

Officers–(continued)

                       
   

Crissie M. Wisdom - 1969

Anti-Money Laundering

Compliance Officer

     2013      Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.    N/A    N/A
   

Todd F. Kuehl - 1969

Chief Compliance Officer

     2020     

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

   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, Suite 1000   Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173   1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 1000   1000 Louisiana Street, Suite 5800
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
Counsel to the Fund   Counsel to the Independent Trustees   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP   Goodwin Procter LLP   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2005 Market Street, Suite 2600   901 New York Avenue, N.W.   11 Greenway Plaza, Suite 1000   225 Franklin Street
Philadelphia, PA 19103-7018   Washington, D.C. 20001   Houston, TX 77046-1173   Boston, MA 02110-2801

 

T-6                      Invesco Comstock Fund


 

 

(This page intentionally left blank)


 

 

(This page intentionally left blank)


 

 

(This page intentionally left blank)


 

 

LOGO

Go paperless with eDelivery

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

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

  Fund reports and prospectuses

  Quarterly statements

  Daily confirmations

  Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

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

   LOGO

 

SEC file numbers: 811-03826 and 002-85905    Invesco Distributors, Inc.    VK-COM-AR-1


 

 

LOGO  

Annual Report to Shareholders

 

   April 30, 2020
 

 

  Invesco Dividend Income Fund
 

 

Nasdaq:

  
  A: IAUTX C: IUTCX R IRTCX Y: IAUYX Investor: FSTUX R5: FSIUX R6: IFUTX

 

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s web-site, 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.

 


 

Letters to Shareholders

 

LOGO

  Andrew Schlossberg

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                     Invesco Dividend Income Fund


LOGO
Bruce Crockett

    

Dear Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business
endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the
Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to
represent your interests through oversight of the quality of the investment management services
your funds receive and other matters important to your investment, including but not limited to:

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use
    to strive to meet your financial needs as your investment goals change over time.
  Monitoring how the portfolio management teams of the Invesco funds are performing in light of
    changing economic and market conditions.
  Assessing each portfolio management team’s investment performance within the context of the
    investment strategy described in the fund’s prospectus.

   

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                     Invesco Dividend Income Fund


 

Management’s Discussion of Fund Performance

 

Performance summary

 

 

 

For the fiscal year ended April 30, 2020, Class A shares of Invesco Dividend Income Fund (the Fund), at net asset value (NAV), outperformed the Dow Jones U.S. Select Dividend Index, the Fund’s style-specific benchmark.

  Your Fund’s long-term performance appears later in this report.

 

 

 

 

Fund vs. Indexes

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

 

 

Class A Shares

     -8.30

Class C Shares

     -9.02  

Class R Shares*

     -8.50  

Class Y Shares

     -8.09  

Investor Class Shares

     -8.32  

Class R5 Shares

     -8.05  

Class R6 Shares

     -7.97  

S&P 500 Index (Broad Market Index)

     0.86  

Dow Jones U.S. Select Dividend Index (Style-Specific Index)

     -16.69  

Russell 1000 Value Index (Style-Specific Index)

     -11.01  

Lipper Equity Income Funds Indext (Peer Group Index)

     -7.01  

Source(s): RIMES Technologies Corp.; FactSet Research Systems Inc.; tLipper Inc.

        

*Class R shares incepted on April 17, 2020. See page 7 for more information.

        

 

 

Market conditions and your Fund

The fiscal year proved to be another increasingly volatile period for US equities. Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1

During the first quarter of 2020, as the spread of the new coronavirus disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between

Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008. Though the equity market stabilized somewhat toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit.

During the fiscal year, our management discipline remained unchanged. The Fund continued to prioritize current income and long-term growth of capital by investing in what we believe to be above-market-yielding stocks that may help investors earn income, preserve assets and build capital. We believe that dividend-paying stocks may provide a conservative foundation for investors’ portfolios, and we seek to enhance the value of dividend investing by identifying above-market-yielding stocks with consistent and defensible dividends. Through fundamental research, we measure the strength and sustainability of a company’s dividend by analyzing its free cash flow potential over the next two to three years. We construct a portfolio that we believe provides above-average dividend income and the potential to build capital over the long term. We seek to manage portfolio risk utilizing careful stock selection, maintaining exposure to multiple sectors and employing a rigorous buy-and-sell discipline.

Major US equity indexes were mixed for the fiscal year with growth indexes generally outperforming value. The S&P 500 Index posted a small gain during the fiscal year, with information technology (IT) and health care as the

 

best-performing sectors and energy as the worst-performing sector. It is important to view the market’s performance within the context of a full market cycle. This cycle, which began in March 2009, was one of the longest expansions on record with one of the largest bull markets, despite a historically low recovery in revenue versus previous cycle troughs.3 We remain focused on our assessment of each investment’s risk-reward profile.

During the fiscal year, holdings in the health care and consumer staples sectors contributed to the Fund’s overall performance. Packaged foods company General Mills was the largest contributor, as the company benefited from increased demand for its retail products and expanded distribution of its pet food products. General Mills also improved profit margins by improving supply chain efficiency and optimizing its product portfolio. Pharmaceutical company Eli Lilly was also a top contributor to Fund performance during the fiscal year. Shares of the company performed well as newer drugs within its diabetes and immunology portfolios continued to gain market share and drive better operating performance. The company also divested its animal health business and remained focused on shareholder returns by repurchasing shares and increasing its dividend by 15%.

Holdings within the financials and energy sectors were the largest detractors from the Fund’s performance during the fiscal year. Shares of regional bank M&T Bank fell on expectations of a decline in net interest income as lower interest rates pressured asset yields, particularly within the company’s commercial loan portfolio. Integrated oil and gas company Exxon Mobil was also a large detractor from the Fund’s performance during the fiscal year. The company’s exploration and production segment was negatively impacted by elevated capital expenditures and declining unit profitability. Earnings within the company’s refining and chemicals segment were also challenged by industry capacity growth during the fiscal year.

Within the Dow Jones U.S. Select Dividend Index, the health care and industrials sectors were the best-performing sectors during the fiscal year, posting very small gains, while the energy and consumer discretionary sectors posted the largest losses. The Fund’s overweight position and stock selection in the consumer staples sector made a large contribution to the Fund’s performance versus the Dow Jones U.S. Select Dividend Index during the fiscal year. The Fund’s stock selection in the consumer discretionary sector also contributed significantly to the Fund’s relative results, along with an overweight position in the health care sector. An underweight position in the IT sector detracted the most from the Fund’s performance relative to the Dow Jones U.S. Select Dividend Index during the fiscal year.

 

 

4                     Invesco Dividend Income Fund


At the close of the fiscal year, the Fund remained focused on companies that we believed were reasonably valued, had sustainable cash flows and offered defensible dividends over the next two to three years. We believe the dividend income strategy is a valuable part of a portfolio, potentially helping investors earn income, preserve assets and build capital over the long-term.

It has been our privilege to manage Invesco Dividend Income Fund, and we thank you for your investment.

 

1

Source: US Federal Reserve

 

2

Source: US Bureau of Economic Analysis

 

3

Source(s): National Bureau of Economic Research, Ned Davis Research and FactSet Research Systems Inc.

 

 

Portfolio Managers:

Robert Botard

Kristina Bradshaw

Chris McMeans

Meggan Walsh - Lead

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.

See important Fund and, if applicable, index disclosures later in this report.

    

    

 

 

5                     Invesco Dividend Income Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

LOGO

 

1

Source: RIMES Technologies Corp.

2

Source: FactSet Research Systems Inc.

3

Source: Lipper Inc.

4

It is Invesco’s policy to chart the Fund’s oldest share class(es). Because Investor Class shares do not have a sales charge, we also show the oldest share class with a sales charge, Class C shares.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                     Invesco Dividend Income Fund


Average Annual Total Returns

 

As of 4/30/20, including maximum applicable sales charges

 

Class A Shares         
Inception (3/28/02)      7.07
10 Years      7.76  

5 Years

     2.98  

1 Year

     -13.34  
Class C Shares         
Inception (2/14/00)      3.36
10 Years      7.56  

5 Years

     3.37  

1 Year

     -9.91  
Class R Shares         
Inception      7.67  
10 Years      8.10  

5 Years

     3.89  

1 Year

     -8.50  
Class Y Shares         
Inception (10/3/08)      7.77
10 Years      8.64  

5 Years

     4.41  

1 Year

     -8.09  
Investor Class Shares         
Inception (6/2/86)      7.94
10 Years      8.36  

5 Years

     4.15  

1 Year

     -8.32  
Class R5 Shares         
Inception (10/25/05)      7.23
10 Years      8.74  

5 Years

     4.45  

1 Year

     -8.05  
Class R6 Shares         
10 Years      8.66

5 Years

     4.55  

1 Year

     -7.97  

Class R shares incepted on April 17, 2020. Performance shown prior to that date is that of Investor Class shares restated to reflect the higher 12b-1 fees applicable to Class R shares.

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

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

fluctuate so that you may have a gain or loss when you sell shares.

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

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

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

    

 

 

7                     Invesco Dividend Income Fund


 

Invesco Dividend Income Fund’s investment objective is current income and long-term growth of capital.

   

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

   

Unless otherwise noted, all data provided by Invesco.

   

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About indexes used in this report

    The S&P 500® Index is an unmanaged index considered representative of the US stock market.
    The Dow Jones U.S. Select Dividend Index represents the country’s leading stocks by dividend yield.
    The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
    The Lipper Equity Income Funds Index is an unmanaged index considered representative of equity income funds tracked by Lipper.
    The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
    A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is

composed of senior representatives from relevant business groups at Invesco.

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

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

    The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
    The Fund’s investment strategy remained appropriate for an open-end fund;
    The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
    The Fund did not breach the 15% limit on Illiquid Investments; and
    The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

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

 

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 

8                     Invesco Dividend Income Fund


Fund Information

Portfolio Composition

 

By sector   % of total net assets

 

Consumer Staples

  21.37%

Utilities

  14.72    

Health Care

  11.95    

Financials

  10.53    

Industrials

    9.13    

Consumer Discretionary

    6.79    

Communication Services

    5.46    

Energy

    4.18    

Information Technology

    3.19    

Materials

    3.02    

Real Estate

    2.57    

Money Market Funds Plus Other Assets Less Liabilities

    7.09    

Top 10 Equity Holdings*

 

         % of total net assets

 

1.

   Procter & Gamble Co. (The)   3.33%
2.    Johnson & Johnson   3.11    
3.    General Mills, Inc.   3.07    
4.    Lockheed Martin Corp.   2.71    
5.    Verizon Communications, Inc.   2.70    
6.    Campbell Soup Co.   2.69    
7.    Dominion Energy, Inc.   2.49    
8.    Coca-Cola Co. (The)   2.35    
9.    AT&T, Inc.   2.22    
10.    National Grid PLC   2.19    

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*  Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

    

 

 

9                     Invesco Dividend Income Fund


Schedule of Investments(a)

April 30, 2020

 

      Shares      Value

Common Stocks & Other Equity Interests–92.90%

Aerospace & Defense–3.33%

General Dynamics Corp.

     171,811      $    22,441,953

Lockheed Martin Corp.

     252,963      98,417,785
              120,859,738
Asset Management & Custody Banks–0.75%

Waddell & Reed Financial, Inc., Class A

     1,860,401      27,068,834
Automobile Manufacturers–0.76%

Bayerische Motoren Werke AG (Germany)

     465,360      27,529,984
Brewers–1.77%      

Molson Coors Beverage Co., Class B

     1,563,926      64,136,605
Communications Equipment–1.49%

Cisco Systems, Inc.

     1,272,010      53,907,784
Construction Machinery & Heavy Trucks–0.75%

Caterpillar, Inc.

     234,399      27,279,356
Diversified Banks–1.29%      

Bank of America Corp.

     1,942,601      46,719,554
Electric Utilities–5.64%      

Duke Energy Corp.

     490,170      41,497,792

Entergy Corp.

     337,660      32,249,907

Exelon Corp.

     1,503,668      55,756,009

Pinnacle West Capital Corp.

     377,125      29,034,854

Portland General Electric Co.

     985,796      46,125,395
              204,663,957
Electrical Components & Equipment–3.14%

ABB Ltd. (Switzerland)

     2,767,741      52,610,884

Emerson Electric Co.

     1,076,329      61,383,043
              113,993,927
Fertilizers & Agricultural Chemicals–0.17%

Nutrien Ltd. (Canada)

     169,177      6,041,732
Food Distributors–0.83%

Sysco Corp.

     537,364      30,237,472
Gas Utilities–3.11%      

National Fuel Gas Co.

     1,590,217      65,198,897

Southwest Gas Holdings, Inc.

     629,965      47,751,347
              112,950,244
General Merchandise Stores–1.77%

Target Corp.

     585,362      64,237,626
Health Care Equipment–0.75%

Medtronic PLC

     280,126      27,348,701
Home Improvement Retail–1.36%

Lowe’s Cos., Inc.

     470,885      49,325,204
Household Products–4.90%

Kimberly-Clark Corp.

     412,485      57,120,923
      Shares      Value
Household Products–(continued)

Procter & Gamble Co. (The)

     1,024,949      $    120,810,738
              177,931,661
Hypermarkets & Super Centers–1.10%

Walmart, Inc.

     329,619      40,065,189
Industrial Machinery–1.90%

Kennametal, Inc.

     1,308,151      33,501,747

Snap-on, Inc.

     273,236      35,599,918
              69,101,665
Integrated Oil & Gas–3.40%      

Chevron Corp.

     358,343      32,967,556

Exxon Mobil Corp.

     663,182      30,818,068

TOTAL S.A. (France)

     1,652,979      59,602,019
              123,387,643
Integrated Telecommunication Services–5.45%

AT&T, Inc.

     2,650,810      80,770,181

Deutsche Telekom AG (Germany)

     1,309,770      19,134,640

Verizon Communications, Inc.

     1,707,460      98,093,577
              197,998,398
IT Consulting & Other Services–1.04%

International Business Machines Corp.

     301,862      37,901,793
Motorcycle Manufacturers–0.87%

Harley-Davidson, Inc.

     1,443,915      31,520,664
Multi-line Insurance–0.99%

Hartford Financial Services Group, Inc. (The)

     949,082      36,055,625
Multi-Utilities–5.97%

Dominion Energy, Inc.

     1,171,546      90,361,343

National Grid PLC (United Kingdom)

     6,755,995      79,522,785

Public Service Enterprise Group, Inc.

     452,429      22,942,675

Sempra Energy

     193,357      23,947,264
              216,774,067
Oil & Gas Storage & Transportation–0.78%

Enbridge, Inc. (Canada)

     926,748      28,395,993
Packaged Foods & Meats–10.40%

Campbell Soup Co.

     1,958,425      97,882,082

Conagra Brands, Inc.

     1,190,642      39,815,068

General Mills, Inc.

     1,863,074      111,579,502

Kraft Heinz Co. (The)

     1,516,089      45,982,979

McCormick & Co., Inc.

     118,334      18,559,505

Nestle S.A. (Switzerland)

     604,618      63,869,469
              377,688,605
Paper Packaging–1.68%      

International Paper Co.

     819,805      28,078,321

Sonoco Products Co.

     675,021      32,968,026
              61,046,347
Pharmaceuticals–11.20%      

AstraZeneca PLC (United Kingdom)

     398,053      41,757,533
 

 

 

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

10                     Invesco Dividend Income Fund


      Shares      Value

Pharmaceuticals–(continued)

Bayer AG (Germany)

     897,468      $    59,392,485

Bristol-Myers Squibb Co.

     311,348      18,933,072

Eli Lilly and Co.

     417,517      64,564,829

GlaxoSmithKline PLC (United Kingdom)

     2,090,360      43,764,129

Johnson & Johnson

     751,719      112,787,919

Merck & Co., Inc.

     822,240      65,236,521
              406,436,488
Property & Casualty Insurance–2.40%

Chubb Ltd.

     396,491      42,824,993

Travelers Cos., Inc. (The)

     436,662      44,194,561
              87,019,554
Regional Banks–5.11%

Cullen/Frost Bankers, Inc.

     461,358      33,153,186

Fifth Third Bancorp

     2,160,478      40,379,334

M&T Bank Corp.

     652,130      73,090,730

Regions Financial Corp.

     3,617,394      38,886,986
              185,510,236
Restaurants–2.04%

McDonald’s Corp.

     394,303      73,955,471
Semiconductors–0.66%      

Microchip Technology, Inc.

     272,891      23,940,727
Soft Drinks–2.35%      

Coca-Cola Co. (The)

     1,861,474      85,423,042
Specialized REITs–2.57%      

Crown Castle International Corp.

     321,597      51,272,210
      Shares      Value

Specialized REITs–(continued)

Weyerhaeuser Co.

     1,921,001      $    42,012,292
              93,284,502
Specialty Chemicals–1.18%

DuPont de Nemours, Inc.

     907,632      42,676,857

Total Common Stocks & Other Equity Interests
(Cost $3,216,174,572)

 

   3,372,415,245
     Principal
Amount
      

U.S. Dollar Denominated Bonds & Notes–0.01%

Tobacco–0.01%

     

Reynolds American, Inc. (United Kingdom), 7.00%, 08/04/2041
(Cost $358,672)(b)

   $ 354,000      418,202
     Shares       

Money Market Funds–9.53%

Invesco Government & Agency Portfolio, Institutional Class,
0.20%(c)(d)

     113,108,843      113,108,843

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(c)(d)

     103,622,197      103,684,370

Invesco Treasury Portfolio, Institutional Class,
0.10%(c)(d)

     129,267,249      129,267,249

Total Money Market Funds
(Cost $346,017,154)

 

   346,060,462

TOTAL INVESTMENTS IN
SECURITIES-102.44%
(Cost $3,562,550,398)

 

   3,718,893,909

OTHER ASSETS LESS LIABILITIES-(2.44)%

 

   (88,564,931)

NET ASSETS-100.00%

 

   $3,630,328,978
 

 

Investment Abbreviations:

REIT - Real Estate Investment Trust

Notes to Schedule of Investments:

 

(a) 

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

(b) 

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The value of this security at April 30, 2020 represented less than 1% of the Fund’s Net Assets.

(c) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

 

    

Value

April 30, 2019

   

Purchases

at Cost

   

Proceeds

from Sales

   

Change in

Unrealized

Appreciation

   

Realized

Gain

   

Value

April 30, 2020

   

Dividend

Income

 

Investments in Affiliated Money Market Funds:

 

Invesco Government & Agency Portfolio, Institutional Class

  $ 30,534,078     $ 258,996,018     $ (176,421,253   $ -     $ -     $ 113,108,843     $ 520,227  

 

 

Invesco Liquid Assets Portfolio, Institutional Class

    21,821,211       140,001,460       (58,179,653     40,053       1,299       103,684,370       397,297  

 

 

Invesco Treasury Portfolio, Institutional Class

    34,896,089       186,614,005       (92,242,845     -       -       129,267,249       543,048  

 

 

Total

  $ 87,251,378     $ 585,611,483     $ (326,843,751   $ 40,053     $ 1,299     $ 346,060,462     $ 1,460,572  

 

 

 

(d) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

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

11                     Invesco Dividend Income Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

  

Investments in securities, at value
(Cost $3,216,533,244)

   $ 3,372,833,447  

 

 

Investments in affiliated money market funds, at value
(Cost $346,017,154)

     346,060,462  

 

 

Foreign currencies, at value
(Cost $1,185,382)

     1,187,122  

 

 

Receivable for:

  

Investments sold

     201,738,167  

 

 

Fund shares sold

     1,557,925  

 

 

Dividends

     11,358,243  

 

 

Interest

     5,931  

 

 

Investment for trustee deferred compensation and retirement plans

     318,258  

 

 

Other assets

     55,932  

 

 

Total assets

     3,935,115,487  

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     296,951,417  

 

 

Fund shares reacquired

     4,331,910  

 

 

Amount due custodian

     442,605  

 

 

Accrued fees to affiliates

     870,745  

 

 

Accrued trustees’ and officers’ fees and benefits

     65,801  

 

 

Accrued other operating expenses

     1,713,703  

 

 

Trustee deferred compensation and retirement plans

     410,328  

 

 

Total liabilities

     304,786,509  

 

 

Net assets applicable to shares outstanding

   $ 3,630,328,978  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 3,531,173,701  

 

 

Distributable earnings

     99,155,277  

 

 
   $ 3,630,328,978  

 

 

Net Assets:

  

Class A

   $ 2,506,396,618  

 

 

Class C

   $ 385,968,031  

 

 

Class R

   $ 97,559,739  

 

 

Class Y

   $ 330,421,297  

 

 

Investor Class

   $ 62,298,017  

 

 

Class R5

   $ 2,159,129  

 

 

Class R6

   $ 245,526,147  

 

 

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

 

Class A

     124,650,454  

 

 

Class C

     18,936,526  

 

 

Class R

     4,852,353  

 

 

Class Y

     16,261,102  

 

 

Investor Class

     3,066,791  

 

 

Class R5

     107,344  

 

 

Class R6

     12,197,450  

 

 

Class A:

  

Net asset value per share

   $ 20.11  

 

 

Maximum offering price per share (Net asset value of $20.11 ÷ 94.50%)

   $ 21.28  

 

 

Class C:

  

Net asset value and offering price per share

   $ 20.38  

 

 

Class R:

  

Net asset value and offering price per share

   $ 20.11  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 20.32  

 

 

Investor Class:

  

Net asset value and offering price per share

   $ 20.31  

 

 

Class R5:

  

Net asset value and offering price per share

   $ 20.11  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 20.13  

 

 
 

 

 

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

12                     Invesco Dividend Income Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

  

Dividends (net of foreign withholding taxes of $1,571,735)

   $ 47,217,186  

 

 

Dividends from affiliated money market funds

     1,460,572  

 

 

Interest

     754  

 

 

Total investment income

     48,678,512  

 

 

Expenses:

  

Advisory fees

     8,969,560  

 

 

Administrative services fees

     212,874  

 

 

Custodian fees

     50,513  

 

 

Distribution fees:

  

Class A

     1,914,678  

 

 

Class C

     1,399,839  

 

 

Class R

     14,520  

 

 

Investor Class

     181,310  

 

 

Transfer agent fees – A, C, R, Y and Investor Class

     1,866,076  

 

 

Transfer agent fees – R5

     2,401  

 

 

Transfer agent fees – R6

     32,528  

 

 

Trustees’ and officers’ fees and benefits

     18,426  

 

 

Registration and filing fees

     108,548  

 

 

Reports to shareholders

     134,359  

 

 

Professional services fees

     71,767  

 

 

Other

     22,669  

 

 

Total expenses

     15,000,068  

 

 

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

     (102,848

 

 

Net expenses

     14,897,220  

 

 

Net investment income

     33,781,292  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Investment securities

     (40,228,128

 

 

Foreign currencies

     112,924  

 

 

Forward foreign currency contracts

     1,227,743  

 

 
     (38,887,461

 

 

Change in net unrealized appreciation (depreciation) of:

  

Investment securities

     (113,367,012

 

 

Foreign currencies

     207,158  

 

 

Forward foreign currency contracts

     (19,980

 

 
     (113,179,834

 

 

Net realized and unrealized gain (loss)

     (152,067,295

 

 

Net increase (decrease) in net assets resulting from operations

   $ (118,286,003

 

 

 

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

13                     Invesco Dividend Income Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

     2020     2019  

 

 

Operations:

    

Net investment income

   $ 33,781,292     $ 42,483,660  

 

 

Net realized gain (loss)

     (38,887,461     81,631,057  

 

 

Change in net unrealized appreciation (depreciation)

     (113,179,834     23,993,308  

 

 

Net increase (decrease) in net assets resulting from operations

     (118,286,003     148,108,025  

 

 

Distributions to shareholders from distributable earnings:

    

Class A

     (24,658,771     (74,789,875

 

 

Class C

     (3,518,028     (17,234,355

 

 

Class Y

     (7,988,218     (29,436,119

 

 

Investor Class

     (2,502,018     (7,473,172

 

 

Class R5

     (91,517     (221,095

 

 

Class R6

     (9,185,465     (27,738,032

 

 

Total distributions from distributable earnings

     (47,944,017     (156,892,648

 

 

Share transactions-net:

    

Class A

     1,831,924,956       (96,000,409

 

 

Class C

     248,665,994       (80,484,324

 

 

Class R

     97,930,979        

 

 

Class Y

     105,989,387       (194,241,151

 

 

Investor Class

     (5,694,878     (2,168,933

 

 

Class R5

     541,771       (17,802

 

 

Class R6

     21,058,742       (69,423,267

 

 

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

     2,300,416,951       (442,335,886

 

 

Net increase (decrease) in net assets

     2,134,186,931       (451,120,509

 

 

Net assets:

    

Beginning of year

     1,496,142,047       1,947,262,556  

 

 

End of year

   $ 3,630,328,978     $ 1,496,142,047  

 

 

 

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

14                     Invesco Dividend Income Fund


Financial Highlights

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

 

                                                 Ratio of   Ratio of        
                                                 expenses   expenses        
               Net gains                                 to average   to average net        
               (losses)                                 net assets   assets without   Ratio of net    
     Net asset         on securities       Dividends   Distributions                     with fee waivers   fee waivers   investment    
     value,    Net    (both   Total from   from net   from net       Net asset        Net assets,    and/or   and/or   income    
     beginning    investment    realized and   investment   investment   realized   Total   value, end    Total   end of period    expenses   expenses   to average   Portfolio
      of period    income(a)    unrealized)   operations   income   gains   distributions   of period    return (b)   (000’s omitted)    absorbed   absorbed   net assets   turnover (c)

Class A

 

Year ended 04/30/20

     $ 22.70      $ 0.51      $ (2.33 )     $ (1.82 )     $ (0.52 )     $ (0.25 )     $ (0.77 )     $ 20.11        (8.30 )%     $ 2,506,397        1.05 %(d)       1.06 %(d)       2.31 %(d)       47 %

Year ended 04/30/19

       22.98        0.58        1.45       2.03       (0.60 )       (1.71 )       (2.31 )       22.70        9.51       764,037        1.06       1.06       2.54       4

Year ended 04/30/18

       23.96        0.51        (0.42 )       0.09       (0.47 )       (0.60 )       (1.07 )       22.98        0.21       862,915        1.01       1.02       2.12       11

Year ended 04/30/17

       22.32        0.41        1.80       2.21       (0.41 )       (0.16 )       (0.57 )       23.96        10.00       1,143,946        1.03       1.05       1.74       6

Year ended 04/30/16

       21.03        0.40        1.77       2.17       (0.41 )       (0.47 )       (0.88 )       22.32        10.72       867,596        1.13       1.17       1.91       9

Class C

 

Year ended 04/30/20

       23.01        0.35        (2.37 )       (2.02 )       (0.36 )       (0.25 )       (0.61 )       20.38        (9.02 )       385,968        1.80 (d)        1.81 (d)        1.56 (d)        47

Year ended 04/30/19

       23.28        0.42        1.46       1.88       (0.44 )       (1.71 )       (2.15 )       23.01        8.65       152,988        1.81       1.81       1.79       4

Year ended 04/30/18

       24.26        0.33        (0.42 )       (0.09 )       (0.29 )       (0.60 )       (0.89 )       23.28        (0.52 )       236,168        1.76       1.77       1.37       11

Year ended 04/30/17

       22.60        0.24        1.82       2.06       (0.24 )       (0.16 )       (0.40 )       24.26        9.16       311,194        1.78       1.80       0.99       6

Year ended 04/30/16

       21.28        0.25        1.80       2.05       (0.26 )       (0.47 )       (0.73 )       22.60        9.94       154,584        1.88       1.92       1.16       9

Class R

                                                            

Year ended 04/30/20(e)

       20.18        0.01        (0.08 )       (0.07 )                         20.11        (0.35 )       97,560        1.20 (d)(f)        1.21 (d)(f)        2.16 (d)(f)        47

Class Y

                                                            

Year ended 04/30/20

       22.94        0.57        (2.36 )       (1.79 )       (0.58 )       (0.25 )       (0.83 )       20.32        (8.09 )       330,421        0.81 (d)        0.82 (d)        2.55 (d)        47

Year ended 04/30/19

       23.21        0.65        1.46       2.11       (0.67 )       (1.71 )       (2.38 )       22.94        9.76       248,641        0.81       0.81       2.79       4

Year ended 04/30/18

       24.19        0.58        (0.43 )       0.15       (0.53 )       (0.60 )       (1.13 )       23.21        0.48       444,633        0.76       0.77       2.37       11

Year ended 04/30/17

       22.53        0.47        1.82       2.29       (0.47 )       (0.16 )       (0.63 )       24.19        10.28       860,105        0.78       0.80       1.99       6

Year ended 04/30/16

       21.22        0.47        1.78       2.25       (0.47 )       (0.47 )       (0.94 )       22.53        11.01       249,625        0.88       0.92       2.16       9

Investor Class

 

Year ended 04/30/20

       22.93        0.52        (2.37 )       (1.85 )       (0.52 )       (0.25 )       (0.77 )       20.31        (8.32 )       62,298        1.06 (d)        1.07 (d)        2.30 (d)        47

Year ended 04/30/19

       23.20        0.59        1.46       2.05       (0.61 )       (1.71 )       (2.32 )       22.93        9.49       76,436        1.06       1.06       2.54       4

Year ended 04/30/18

       24.18        0.51        (0.42 )       0.09       (0.47 )       (0.60 )       (1.07 )       23.20        0.23       79,103        1.01       1.02       2.12       11

Year ended 04/30/17

       22.52        0.41        1.82       2.23       (0.41 )       (0.16 )       (0.57 )       24.18        10.01       97,228        1.03       1.05       1.74       6

Year ended 04/30/16

       21.22        0.41        1.78       2.19       (0.42 )       (0.47 )       (0.89 )       22.52        10.69       88,691        1.13       1.17       1.91       9

Class R5

 

Year ended 04/30/20

       22.71        0.58        (2.34 )       (1.76 )       (0.59 )       (0.25 )       (0.84 )       20.11        (8.05 )       2,159        0.75 (d)        0.76 (d)        2.61 (d)        47

Year ended 04/30/19

       22.99        0.65        1.45       2.10       (0.67 )       (1.71 )       (2.38 )       22.71        9.82       1,863        0.77       0.77       2.83       4

Year ended 04/30/18

       23.97        0.58        (0.42 )       0.16       (0.54 )       (0.60 )       (1.14 )       22.99        0.51       1,914        0.72       0.73       2.41       11

Year ended 04/30/17

       22.32        0.48        1.81       2.29       (0.48 )       (0.16 )       (0.64 )       23.97        10.38       2,376        0.72       0.74       2.05       6

Year ended 04/30/16

       21.04        0.47        1.75       2.22       (0.47 )       (0.47 )       (0.94 )       22.32        10.98       551        0.84       0.85       2.20       9

Class R6

                                                            

Year ended 04/30/20

       22.73        0.60        (2.34 )       (1.74 )       (0.61 )       (0.25 )       (0.86 )       20.13        (7.97 )       245,526        0.66 (d)        0.67 (d)        2.70 (d)        47

Year ended 04/30/19

       23.00        0.67        1.46       2.13       (0.69 )       (1.71 )       (2.40 )       22.73        9.96       252,176        0.69       0.69       2.91       4

Year ended 04/30/18

       23.98        0.60        (0.42 )       0.18       (0.56 )       (0.60 )       (1.16 )       23.00        0.59       322,530        0.64       0.65       2.49       11

Year ended 04/30/17

       22.34        0.50        1.80       2.30       (0.50 )       (0.16 )       (0.66 )       23.98        10.42       83,352        0.64       0.66       2.13       6

Year ended 04/30/16

       21.05        0.49        1.77       2.26       (0.50 )       (0.47 )       (0.97 )       22.34        11.13       63,000        0.74       0.75       2.30       9

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended April 30, 2020, the portfolio turnover calculation excludes the value of securities purchased of $2,372,954,426 in connection with the acquisitions of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund into the Fund.

(d) 

Ratios are based on average daily net assets (000’s omitted) of $769,978, $139,984, $96,759, $221,555 , $72,524 , $2,419 and $239,857 for Class A, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

(e) 

Commencement date of April 17, 2020.

(f) 

Annualized.

 

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

15                     Invesco Dividend Income Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Dividend Income 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 the Fund or each class.

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

The Fund currently consists of seven different classes of shares: Class A, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6. On April 17, 2020, the Fund began offering Class R shares. Class Y and Investor Class shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Investor Class, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for ten years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the tenth anniversary after a purchase of Class C shares.

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment

 

16                     Invesco Dividend Income Fund


securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

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

J.

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

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

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

 

17                     Invesco Dividend Income Fund


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”). Effective April 17, 2020, under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate

First $500 million

   0.633%

Next $500 million

   0.613%

Next $600 million

   0.600%

Next $400 million

   0.533%

Next $2 billion

   0.450%

Next $2 billion

   0.400%

Next $2 billion

   0.375%

Over $8 billion

   0.350%

Prior to April 17, 2020, the Fund accrued daily and paid monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate

First $350 million

   0.750%

Next $350 million

   0.650%

Next $1.3 billion

   0.550%

Next $2 billion

   0.450%

Next $2 billion

   0.400%

Next $2 billion

   0.375%

Over $8 billion

   0.350%

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.58%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

Effective April 17, 2020, 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 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, Investor Class, Class R5 and Class R6 shares to 1.05%, 1.80%, 1.30%, 0.80%, 1.05%, 0.66% and 0.61%, respectively, of average daily net assets (the “expense limits”). Prior to April 17, 2020, the Adviser had contractually agreed, through at least June 30, 2020, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares to 2.00%, 2.75%, 1.75%, 2.00%, 1.75% and 1.75%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on 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. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $93,739.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Investor Class, 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, Class R and Investor Class shares (collectively, the “Plans”). The Fund, pursuant to the Plans, reimburses IDI for its allocated share of expenses incurred for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Class A shares and up to a maximum annual rate of 0.25% of the average daily net assets of Investor Class shares. The Fund pursuant to the Class C Plan and Class R Plan, pays IDI compensation at the annual rate of 1.00% of the average daily net assets of Class C shares and at the annual rate of 0.50% of the average daily net assets of Class R shares, respectively. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended April 30, 2020, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

 

18                     Invesco Dividend Income Fund


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 April 30, 2020, IDI advised the Fund that IDI retained $128,351 in front-end sales commissions from the sale of Class A shares and $9,515 and $4,641 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $3,138 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

NOTE 3–Additional Valuation Information

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

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

The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1      Level 2      Level 3      Total  

 

 

Investments in Securities

           

 

 

Common Stocks & Other Equity Interests

     $2,925,231,317        $447,183,928        $–        $3,372,415,245  

 

 

U.S. Dollar Denominated Bonds & Notes

            418,202               418,202  

 

 

Money Market Funds

     346,060,462                      346,060,462  

 

 

Total Investments

     $3,271,291,779        $447,602,130        $–        $3,718,893,909  

 

 

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 Statement of Assets and Liabilities.

Effect of Derivative Investments for the year ended April 30, 2020

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

 

     Location of Gain (Loss) on
     Statement of Operations
     Currency
      Risk

Realized Gain:

    

Forward foreign currency contracts

       $1,227,743

Change in Net Unrealized Appreciation (Depreciation):

    

Forward foreign currency contracts

       (19,980 )

Total

       $1,207,763

The table below summarizes the average notional value of derivatives held during the period.

 

     Forward
     Foreign Currency
      Contracts

Average notional value

   $32,781,195

NOTE 5–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $9,109.

 

19                     Invesco Dividend Income Fund


NOTE 6–Trustees’ and Officers’ Fees and Benefits

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

NOTE 7–Cash Balances

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

NOTE 8–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020      2019  

 

 

Ordinary income

   $ 32,347,017      $ 45,333,541  

 

 

Long-term capital gain

     15,597,000        111,559,107  

 

 

Total distributions

   $ 47,944,017      $ 156,892,648  

 

 

Tax Components of Net Assets at Period-End:

 

            2020  

 

 

Undistributed ordinary income

      $ 3,766,570  

 

 

Net unrealized appreciation – investments

        139,994,078  

 

 

Net unrealized appreciation - foreign currencies

        176,199  

 

 

Temporary book/tax differences

        (475,066

 

 

Capital loss carryforward

        (44,306,504

 

 

Shares of beneficial interest

        3,531,173,701  

 

 

Total net assets

      $ 3,630,328,978  

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales and straddle losses deferred.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund has a capital loss carryforward as of April 30, 2020, as follows:

 

Capital Loss Carryforward*  

 

 
Expiration      Short-Term        Long-Term        Total  

 

 

Not subject to expiration

     $ 10,605,098        $ 33,701,406        $ 44,306,504  

 

 

 

*

Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

NOTE 9–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 April 30, 2020 was $617,721,602 and $898,295,499, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis       

 

 

Aggregate unrealized appreciation of investments

   $ 368,555,152  

 

 

Aggregate unrealized (depreciation) of investments

     (228,561,074

 

 

Net unrealized appreciation of investments

   $ 139,994,078  

 

 

Cost of investments for tax purposes is $3,578,899,831.

 

20                     Invesco Dividend Income Fund


NOTE 10–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of distributions, on April 30, 2020, undistributed net investment income was increased by $3,537,949 and undistributed net realized gain (loss) was decreased by $3,537,949. Further, as a result of tax deferrals acquired in the reorganizations of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund into the Fund, undistributed net investment income was decreased by $375,725, undistributed net realized gain (loss) was decreased by $21,573,623 and shares of beneficial interest was increased by $21,949,348. These reclassifications had no effect on the net assets of the Fund.

NOTE 11–Share Information

 

     Summary of Share Activity  

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     3,812,090     $ 81,632,098       3,006,748     $ 67,390,608  

 

 

Class C

     554,738       11,968,892       595,243       13,241,679  

 

 

Class R

     11,114       224,671       -       -  

 

 

Class Y

     2,055,071       44,867,487       2,611,346       60,093,396  

 

 

Investor Class

     76,479       1,727,207       83,246       1,921,271  

 

 

Class R5

     40,185       877,287       35,747       823,196  

 

 

Class R6

     1,913,724       41,417,956       1,842,834       41,639,938  

 

 

Issued as reinvestment of dividends:

        

Class A

     981,064       21,890,282       3,138,017       68,181,648  

 

 

Class C

     133,337       3,027,051       698,345       15,319,004  

 

 

Class Y

     289,938       6,543,541       1,140,934       25,088,792  

 

 

Investor Class

     99,503       2,242,265       319,556       7,008,383  

 

 

Class R5

     4,103       91,461       10,141       220,586  

 

 

Class R6

     403,535       8,995,223       1,252,991       27,304,918  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     284,086       6,110,263       1,243,209       26,467,883  

 

 

Class C

     (280,232     (6,110,263     (1,226,483     (26,467,883

 

 

Issued in connection with acquisitions:(b)

        

Class A

     94,223,079       1,901,350,313       -       -  

 

 

Class C

     13,963,114       285,741,496       -       -  

 

 

Class R

     4,873,243       98,338,348       -       -  

 

 

Class Y

     8,117,361       165,532,230       -       -  

 

 

Class R5

     873       17,631       -       -  

 

 

Class R6

     1,882,299       38,019,462       -       -  

 

 

Reacquired:

        

Class A

     (8,304,445     (179,058,000     (11,281,409     (258,040,548

 

 

Class C

     (2,082,082     (45,961,182     (3,566,288     (82,577,124

 

 

Class R

     (32,004     (632,040     -       -  

 

 

Class Y

     (5,039,052     (110,953,871     (12,074,171     (279,423,339

 

 

Investor Class

     (442,281     (9,664,350     (479,561     (11,098,587

 

 

Class R5

     (19,865     (444,608     (47,112     (1,061,584

 

 

Class R6

     (3,097,835     (67,373,899     (6,020,160     (138,368,123

 

 

Net increase (decrease) in share activity

     114,421,140     $ 2,300,416,951       (18,716,827   $ (442,335,886

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 21% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b) 

After the close of business on April 17, 2020, the Fund acquired all the net assets of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund pursuant to a plan of reorganization approved by the Board of Trustees of the Fund on February 14, 2020. The reorganization was executed in order to reduce overlap and increase efficiencies in the Adviser’s product line. The acquisition was accomplished by a tax-free exchange of 123,059,969 shares of the Fund for 10,079,523 and 94,493,678 shares outstanding of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund, respectively, as of the close of business on April 17, 2020. Shares of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund were exchanged for the like class of shares of the Fund, based on the relative net asset value of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund to the net asset value of the Fund on the close of business, April 17, 2020. The Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund’s net assets as of the close of business on April 17, 2020 of $203,484,378 and $2,285,515,102, respectively, including $17,399,010 of unrealized appreciation, were combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $1,175,677,851 and $3,664,677,331 immediately after the acquisition.

The pro forma results of operations for the year ended April 30, 2020 assuming the reorganization had been completed on May 1, 2019, the beginning of the annual reporting period are as follows:

 

21                     Invesco Dividend Income Fund


Net investment income

   $ 98,767,428  

 

 

Net realized/unrealized (losses)

     (534,309,797

 

 

Change in net assets resulting from operations

   $ (435,542,369

 

 

As the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Invesco Oppenheimer Dividend Opportunity Fund and Invesco Oppenheimer Equity Income Fund that has been included in the Fund’s Statement of Operations since April 18, 2020.

NOTE 12–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

22                     Invesco Dividend Income Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Dividend Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Dividend Income Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

23                     Invesco Dividend Income Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account value and expenses of the Class R shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2018 through April 30, 2020. The actual ending account value and expenses for the Class R shares in the example below are based on an investment of $1,000 invested as of close of business April 17, 2020 (commencement date) and held through April 30, 2020.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business April 17, 2020 through April 30, 2020 for the Class R shares). Because the actual ending account value and expense information in the example is not based upon a six month period for the Class R shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.

Hypothetical example for comparison purposes

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

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

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

 

            ACTUAL   

HYPOTHETICAL

(5% annual return before

expenses)

     
      Beginning        Ending        Expenses        Ending        Expenses        Annualized    
      Account Value        Account Value        Paid During        Account Value        Paid During        Expense    
      (11/01/19)        (04/30/20)1        Period2,3        (04/30/20)        Period2,4        Ratio    

Class A

     $ 1,000.00          $ 896.70          $ 4.95          $ 1,019.64          $ 5.27            1.05 %    

Class C

       1,000.00            893.00            8.47            1,015.91            9.02            1.80

Class R

       1,000.00            996.50            0.36            1,018.90            6.02            1.20

Class Y

       1,000.00            897.80            3.82            1,020.84            4.07            0.81

Investor Class

       1,000.00            896.50            5.00            1,019.59            5.32            1.06

Class R5

       1,000.00            898.10            3.54            1,021.13            3.77            0.75

Class R6

       1,000.00            898.60            3.12            1,021.58            3.32            0.66

 

1 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year. Effective April 20, 2020, the Fund’s adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expense of Class A, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares to 1.05%, 1.80%, 1.30%, 0.80%, 1.08%, 0.66% and 0.61% of average daily net assets, respectively. The annualized expense ratios restated as if these agreements had been in effect throughout the entire most recent fiscal half year are 0.97%, 1.72%, 1.21%, 0.72%, 0.97%, 0.66% and 0.58% for Class A, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

3 

The actual expenses paid restated as if the changes discussed above had been in effect throughout the entire most recent fiscal half year are $4.57, $8.10, $6.01, $3.40, $4.57, $3.11 and $2.74 for Class A, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

4 

The hypothetical expenses paid restated as if the changes discussed above had been in effect throughout the entire most recent fiscal half year are $4.87, $8.62, $6.07, $3.62, $4.87, $3.32 and $2.92 for Class A, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

 

24                     Invesco Dividend Income Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

 

Federal and State Income Tax

  

Long-Term Capital Gain Distributions

   $ 15,597,000  

Qualified Dividend Income*

     100.00

Corporate Dividends Received Deduction*

     99.95

U.S. Treasury Obligations*

     0.00
*   The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

25                     Invesco Dividend Income Fund


Trustees and Officers

 

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.

 

   Name, Year of Birth and

   Position(s)

   Held with the Trust

 

Trustee

and/or

Officer

Since

 

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 Trustee

               

Martin L. Flanagan1 – 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

 

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)

  203   None

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.

 

  Name, Year of Birth and

   Position(s)

   Held with the Trust

  

Trustee

and/or

Officer

Since

 

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

   203   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    203   Board member of the Illinois Manufacturers’ Association

Beth Ann Brown - 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

   203   Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non - profit); and Vice President and Director of Grahamtastic Connection (non- profit)

 

T-1                     Invesco Dividend Income Fund


Trustees and Officers–(continued)

 

   Name, Year of Birth and

   Position(s)

   Held with the Trust

 

Trustee

and/or

Officer

Since

 

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 - 1952

Trustee

  2003  

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Chairman, Discovery Learning Alliance (non-profit)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  203   Member, Board of Directors of Baylor College of Medicine

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

  203   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

  229   Insperity, Inc. (formerly known as Administaff) (human resources provider)

Elizabeth Krentzman - 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds   203   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

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   203   Blue Hills Bank; Chairman, 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)

  203   None

 

T-2                     Invesco Dividend Income Fund


Trustees and Officers–(continued)

 

   Name, Year of Birth and

   Position(s)

   Held with the Trust

 

Trustee

and/or

Officer

Since

 

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)

       

Joel W. Motley – 1952

Trustee

  2019  

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

  203   Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

  203   Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

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

  203   Federal Reserve Bank of Dallas

Robert C. Troccoli – 1949

Trustee

  2016  

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP

  203   None

Daniel S. Vandivort –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

  203   Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

James D. Vaughn – 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

  203   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, Vice Chair and Chair Designate

  2017  

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

  203   ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-3                     Invesco Dividend Income Fund


Trustees and Officers–(continued)

 

   Name, Year of Birth and

   Position(s)

   Held with the Trust

 

Trustee

and/or

Officer

Since

 

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

Officers

               
Sheri Morris – 1964 President, Principal Executive Officer and Treasurer   2003  

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

  N/A   N/A
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.; 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

  N/A   N/A

 

T-4                     Invesco Dividend Income Fund


Trustees and Officers–(continued)

 

   Name, Year of Birth and

   Position(s)

   Held with the Trust

 

Trustee

and/or

Officer

Since

 

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

Officers–(continued)

               

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings(Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

  N/A   N/A

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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

  N/A   N/A

Kelli Gallegos – 1970

Vice President, Principal Financial Officer and Assistant Treasurer

  2008  

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-5                     Invesco Dividend Income Fund


Trustees and Officers–(continued)

 

   Name, Year of Birth and

   Position(s)

   Held with the Trust

 

Trustee

and/or

Officer

Since

 

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

Officers–(continued)

               

Crissie M. Wisdom - 1969

Anti-Money Laundering Compliance Officer

  2013   Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.   N/A   N/A

Todd F. Kuehl - 1969

Chief Compliance Officer

  2020  

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds);Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

  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, Suite 1000   Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173   1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 1000   1000 Louisiana Street, Suite 5800
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
Counsel to the Fund   Counsel to the Independent Trustees   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP   Goodwin Procter LLP   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2005 Market Street, Suite 2600   901 New York Avenue, N.W.   11 Greenway Plaza, Suite 1000   225 Franklin Street
Philadelphia, PA 19103-7018   Washington, D.C. 20001   Houston, TX 77046-1173   Boston, MA 02110-2801

 

T-6                     Invesco Dividend Income Fund


 

 

LOGO

Go paperless with eDelivery

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

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

   

Fund reports and prospectuses

   

Quarterly statements

   

Daily confirmations

   

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

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

  LOGO

 

SEC file numbers: 811-03826 and 002-85905   Invesco Distributors, Inc.   I-DIVI-AR-1  


  

 

LOGO    Annual Report to Shareholders                        April 30, 2020
  

 

Invesco Energy Fund

  

 

Nasdaq:

  
   A: IENAX C: IEFCX Y: IENYX Investor: FSTEX R5: IENIX R6: IENSX

 

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. 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.

 


 

Letters to Shareholders

 

LOGO

  Andrew Schlossberg

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.

  

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

 

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                     Invesco Energy Fund


LOGO

    Bruce Crockett

  

Dear Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is
the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are
strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your
interests through oversight of the quality of the investment management services your funds receive and
other matters important to your investment, including but not limited to:

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use
    to strive to meet your financial needs as your investment goals change over time.
  Monitoring how the portfolio management teams of the Invesco funds are performing in light of
    changing economic and market conditions.

  

    Assessing each portfolio management team’s investment performance within the context of

     the investment strategy described in the fund’s prospectus.
   

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

 

Sincerely,
LOGO
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees

 

3                     Invesco Energy Fund


 

Management’s Discussion of Fund Performance

 

Performance summary

 

For the fiscal year ended April 30, 2020, Class A shares of Invesco Energy Fund (the Fund), at net asset value (NAV), underperformed the MSCI World Energy Index, the Fund’s style-specific benchmark.

 

    Your Fund’s long-term performance appears later in this report.         

Fund vs. Indexes

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

 

  Class A Shares      -44.30
  Class C Shares      -44.72  
  Class Y Shares      -44.17  
  Investor Class Shares      -44.30  
  Class R5 Shares      -44.03  
  Class R6 Shares      -44.02  
  S&P 500 Index (Broad Market Index)      0.86  
  MSCI World Energy Index (Style-Specific Index)      -37.77  
  Lipper Natural Resource Funds Index (Peer Group Index)      -44.55  

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

 

        

 

 

Market conditions and your Fund

Global equity markets faced volatility in the second and third quarters of 2019, hampered by ongoing US and China trade issues, potential for new tariffs and weakening global economic growth. Disagreement within the UK regarding its withdrawal from the European Union increased uncertainty for the UK and eurozone economies.

Much of 2019 showed slowing manufacturing activity and declining business investment, which was evidence that trade tensions were stifling economic growth across both developed and emerging markets. Global recession concerns caused a sharp equity sell-off in August 2019, as investors crowded into asset classes perceived as safe havens, including US Treasuries and gold.

Third quarter macroeconomic and geopolitical issues mostly abated during the fourth quarter, providing a favorable backdrop for global equity returns. In response to third quarter economic weakness, central banks maintained accommodative policies, with the US Federal Reserve cutting interest rates in October 2019 and the European Central Bank restarting net purchases in its asset purchase program in November. Better economic data and signs of progress in US and China trade talks also supported global equities. The UK’s general election in December delivered a decisive victory to the conservative party, reaffirming the original Brexit vote and the UK’s eventual exit from the European Union.

Global equity markets started 2020 well, buoyed by positive economic data and the phase one signing of the US and China trade deal. However, initial optimism was dampened by the outbreak of the new coronavirus (COVID-19) that swiftly spread from China to other global regions. Global equity markets fell sharply as the human and economic cost of the COVID-19 pandemic mounted. At the

same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. The US bull market came to an abrupt end, while emerging equity markets also fell sharply. As fear of a worldwide recession increased, central banks around the world took aggressive action to support both local markets and the global economy. At the close of the fiscal year, despite the continuing global spread of COVID-19, April saw both equity and credit markets stage a rebound from the severe market shock witnessed in March. In this environment, global equity markets declined for the fiscal year, with developed markets outperforming emerging markets.

Crude oil prices were stable for most of 2019, with volatility increasing at the beginning of 2020. Brent and West Texas Intermediate oil prices declined from approximately $70 and $60 per barrel, to approximately $20 and $25, respectively, per barrel.1 Prices declined steeply during the first quarter of 2020 due to concerns of extreme demand destruction brought on by COVID-19-related lockdowns. OPEC production cuts and global well shut-ins will help to alleviate the build in supply, while demand has already started its recovery. Natural gas prices declined from approximately $2.60 per thousand cubic feet at the beginning of the fiscal year to approximately $1.90 per thousand cubic feet by the end of the fiscal year.1 While energy stocks as a group fell over the fiscal year, a disconnect between energy stocks and oil prices was evident, as energy equities experienced greater declines relative to oil prices, particularly when looking at the higher level of futures prices for the commodity.

During the fiscal year, the Fund underperformed the MSCI World Energy Index, its style-specific benchmark, as a result of security selection in and overweight exposure to the oil and gas equipment and services industry.

 

Additionally, underweight exposure to the oil and gas storage and transportation industry, which outperformed the style-specific benchmark, detracted from the Fund’s relative performance. Conversely, out-of-benchmark exposure to the specialty chemicals and commodity chemicals industries benefited the Fund’s relative performance, as these industries outperformed the style-specific benchmark.

Top individual detractors from the Fund’s performance for the fiscal year included Suncor Energy and Occidental Petroleum. Shares of Suncor and Occidental declined during the fiscal year due to the COVID-19-related commodity price shock, which impacted all areas of the energy complex, hitting transportation fuels particularly hard. Although shares underperformed during the fiscal year, we still saw significant value in business lines that both these companies operate in.

During the fiscal year, top individual contributors to the Fund’s performance included Range Resources and Cabot Oil & Gas. Although share prices declined over the fiscal year, these holdings showed relatively strong performance. Range Resources, an independent oil and gas exploration and production (E&P) company, has a premium land position in the Marcellus Shale. We still felt comfortable with the upside return potential from where the stock was trading at the close of the fiscal year. Cabot Oil & Gas is a low-cost natural gas producer that we believe should benefit from the associated gas production losses resulting from the COVID-19 impact on the oil patch.

At the end of the fiscal year, relative to the style-specific benchmark, the Fund had overweight exposures to the independent E&P, oilfield equipment and services and specialty chemicals industries. This positioning reflects our opinion of the areas with the best upside potential. Conversely, the Fund had significant underweight exposures to the integrated oil and gas and the oil and gas storage and transportation industries relative to the style-specific benchmark.

With a very low oil price level at the end of the fiscal year, it was our view that the industry required a much higher commodity price level in order to encourage reinvestment in the business. At the close of the fiscal year, we saw a significant disconnect in the underlying cash flow generation potential of companies within the Fund relative to their current stock price. This was evident in the many holdings that experienced share buybacks and strong cash flow over the course of the last two fiscal years. Overall, we believe E&P companies are spending prudently in the current oil environment and the price multiples are cheap compared to historical levels.

We continue to focus on companies that we believe have high-quality assets and free cash flow, led by capable management teams. We have used market volatility to increase the

 

 

4                     Invesco Energy Fund


Fund’s core positions, and we believe that we’ve positioned the Fund for a return to an appreciation of long-term company fundamentals.

While oil prices may be headline news, the Fund is intended to be a long-term investment.

As always, thank you for your continued investment in Invesco Energy Fund.

 

1

Source: Bloomberg

 

 

Portfolio manager:

Effective June 5, 2020, Kevin Holt became manager of the Fund.

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.

See important Fund and, if applicable, index disclosures later in this report.

        

        

 

 

5                     Invesco Energy Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

LOGO

 

1

Source: RIMES Technologies Corp.

2

Source: Lipper Inc.

* It is

Invesco’s policy to chart the Fund’s oldest share class(es). Because Investor Class shares do not have a sales charge, we also show the oldest share class with a sales charge, Class C shares.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                     Invesco Energy Fund


Average Annual Total Returns

 

As of 4/30/20, including maximum applicable sales charges

 

Class A Shares         
Inception (3/28/02)      0.62
10 Years      -9.10  

5 Years

     -19.51  

1 Year

     -47.38  
Class C Shares         
Inception (2/14/00)      2.36
10 Years      -9.27  

5 Years

     -19.20  

1 Year

     -45.27  
Class Y Shares         
Inception (10/3/08)      -5.95
10 Years      -8.36  

5 Years

     -18.39  

1 Year

     -44.17  
Investor Class Shares         
Inception (1/19/84)      4.70
10 Years      -8.58  

5 Years

     -18.58  

1 Year

     -44.30  
Class R5 Shares         
Inception (1/31/06)      -4.86
10 Years      -8.22  

5 Years

     -18.23  

1 Year

     -44.03  
Class R6 Shares         
10 Years      -8.46

5 Years

     -18.36  

1 Year

     -44.02  
Performance includes litigation proceeds. Had these proceeds not been received, total returns would have been lower.

 

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

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

Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class Y, Investor Class, Class R5

and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

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

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

                    

 

 

7                     Invesco Energy Fund


 

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

   

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

   

Unless otherwise noted, all data provided by Invesco.

   

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About indexes used in this report

    The S&P 500® Index is an unmanaged index considered representative of the US stock market.
    The MSCI World Energy Index is designed to capture the performance of energy stocks across developed market countries. The index is computed using the net return, which withholds applicable taxes for non-resident investors.
    The Lipper Natural Resource Funds Index is an unmanaged index considered representative of natural resource funds tracked by Lipper.
    The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
    A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

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

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the

Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

    The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
    The Fund’s investment strategy remained appropriate for an open-end fund;
    The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
    The Fund did not breach the 15% limit on Illiquid Investments; and
    The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

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

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE

 

8                     Invesco Energy Fund


Fund Information

Portfolio Composition

 

By industry   % of total net assets

Integrated Oil & Gas

      35.04 %

Oil & Gas Exploration & Production

      33.48

Oil & Gas Equipment & Services

      8.66

Specialty Chemicals

      3.84

Oil & Gas Refining & Marketing

      3.47

Diversified Metals & Mining

      2.91

Commodity Chemicals

      2.47

Oil & Gas Storage & Transportation

      2.30

Oil & Gas Drilling

      2.15

Money Market Funds Plus Other Assets Less Liabilities

      5.68

Top 10 Equity Holdings*

 

        % of total net assets

  1.    

  Chevron Corp.       6.36 %

  2.    

  Canadian Natural Resources Ltd.       5.70

  3.    

  Noble Energy, Inc.       5.28

  4.    

  BP PLC, ADR       5.28

  5.    

  Suncor Energy, Inc.       5.08

  6.    

  Royal Dutch Shell PLC, Class A, ADR       4.51

  7.    

  Hess Corp.       4.44

  8.    

  PrairieSky Royalty Ltd.       4.35

  9.    

  TOTAL S.A.       4.19

10.    

  Exxon Mobil Corp.       4.12

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*  Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

                    

 

 

9                     Invesco Energy Fund


Schedule of Investments(a)

April 30, 2020

 

      Shares      Value  

Common Stocks & Other Equity Interests–94.32%

 

Commodity Chemicals–2.47%

     

LG Chem Ltd. (South Korea)

     15,822      $ 4,915,478  
Diversified Metals & Mining–2.91%

 

Glencore PLC (Switzerland)(b)

     1,587,183        2,946,208  

Turquoise Hill Resources Ltd. (Mongolia)(b)

     5,625,410        2,840,832  
                5,787,040  
Integrated Oil & Gas–35.04%      

BP PLC, ADR (United Kingdom)

     441,608        10,510,270  

Chevron Corp.

     137,593        12,658,556  

Exxon Mobil Corp.

     176,667        8,209,716  

Galp Energia SGPS S.A. (Portugal)

     535,516        6,177,210  

Occidental Petroleum Corp.

     287,614        4,774,392  

Royal Dutch Shell PLC, Class A, ADR (United Kingdom)

     270,901        8,974,950  

Suncor Energy, Inc. (Canada)

     567,094        10,111,910  

TOTAL S.A. (France)

     231,690        8,354,124  
                69,771,128  
Oil & Gas Drilling–2.15%      

Helmerich & Payne, Inc.

     216,511        4,280,422  
Oil & Gas Equipment & Services–8.66%

 

  

Baker Hughes Co., Class A

     358,173        4,996,513  

Halliburton Co.

     481,442        5,055,141  

Oceaneering International, Inc.(b)

     261,685        1,345,061  

Tenaris S.A., ADR (Luxembourg)

     423,553        5,794,205  

Tidewater, Inc., Series A, Wts., expiring 07/31/2023(b)

     24,724        23,582  

Tidewater, Inc., Series B, Wts., expiring 07/31/2023(b)

     26,728        26,461  
                17,240,963  
Oil & Gas Exploration & Production–33.48%

 

  

Cabot Oil & Gas Corp.

     250,616        5,418,318  
      Shares      Value  
Oil & Gas Exploration & Production–(continued)

 

Canadian Natural Resources Ltd. (Canada)

     677,776      $ 11,350,234  

Concho Resources, Inc.

     93,271        5,290,331  

Devon Energy Corp.

     624,942        7,793,027  

Hess Corp.

     181,573        8,831,711  

Laredo Petroleum, Inc.(b)

     757,499        825,674  

Matador Resources Co.(b)

     227,407        1,600,945  

Noble Energy, Inc.

     1,071,681        10,513,191  

PrairieSky Royalty Ltd. (Canada)

     1,184,918        8,665,875  

Range Resources Corp.

     1,095,282        6,385,494  
                66,674,800  
Oil & Gas Refining & Marketing–3.47%

 

  

Phillips 66

     94,533        6,916,980  
Oil & Gas Storage & Transportation–2.30%

 

  

Plains All American Pipeline L.P.

     518,698        4,580,103  
Specialty Chemicals–3.84%      

Albemarle Corp.

     124,577        7,652,765  

Total Common Stocks & Other Equity Interests (Cost $401,147,457)

 

     187,819,679  
Money Market Funds–5.08%      

Invesco Government & Agency Portfolio, Institutional Class, 0.20%(c)(d)

     3,580,599        3,580,599  

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(c)(d)

     2,447,680        2,449,148  

Invesco Treasury Portfolio, Institutional Class, 0.10%(c)(d)

     4,092,113        4,092,113  

Total Money Market Funds (Cost $10,121,263)

 

     10,121,860  

TOTAL INVESTMENTS IN
SECURITIES–99.40%
(Cost $411,268,720)

 

     197,941,539  

OTHER ASSETS LESS LIABILITIES–0.60%

 

     1,200,054  

NET ASSETS–100.00%

            $ 199,141,593  
 

Investment Abbreviations:

ADR - American Depositary Receipt

Wts. - Warrants

Notes to Schedule of Investments:

 

(a) 

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

(b) 

Non-income producing security.

(c) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

 

      Value
April 30, 2019
    

Purchases

at Cost

    

Proceeds

from Sales

    Change in
Unrealized
Appreciation
     Realized
Gain
    

Value

April 30, 2020

     Dividend
Income
 

Investments in Affiliated Money Market Funds:

                                                             

Invesco Government & Agency Portfolio, Institutional Class

     $1,909,297        $27,926,404        $(26,255,102     $     -        $     -        $    3,580,599        $14,087  

 

 

Invesco Liquid Assets Portfolio, Institutional Class

     1,363,780        19,713,500        (18,629,681     597        952        2,449,148        11,562  

 

 

Invesco Treasury Portfolio, Institutional Class

     2,182,054        31,915,890        (30,005,831     -        -        4,092,113        15,447  

 

 

Total

     $5,455,131        $79,555,794        $(74,890,614     $597        $952        $10,121,860        $41,096  

 

 

 

(d) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

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

10                     Invesco Energy Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

  

Investments in securities, at value
(Cost $401,147,457)

   $ 187,819,679  

Investments in affiliated money market funds, at value (Cost $10,121,263)

     10,121,860  

Cash

     719  

Foreign currencies, at value (Cost $125,193)

     123,456  

Receivable for:

  

Investments sold

     831,653  

Fund shares sold

     742,408  

Dividends

     103,796  

Investment for trustee deferred compensation and retirement plans

     223,043  

Other assets

     44,938  

Total assets

     200,011,552  

Liabilities:

  

Payable for:

  

Fund shares reacquired

     310,013  

Accrued fees to affiliates

     189,190  

Accrued trustees’ and officers’ fees and benefits

     475  

Accrued other operating expenses

     124,352  

Trustee deferred compensation and retirement plans

     245,929  

Total liabilities

     869,959  

Net assets applicable to shares outstanding

   $ 199,141,593  

Net assets consist of:

  

Shares of beneficial interest

   $ 712,352,238  

Distributable earnings (loss)

     (513,210,645
     $ 199,141,593  

Net Assets:

  

Class A

   $ 121,101,553  

Class C

   $ 13,868,113  

Class Y

   $ 14,398,235  

Investor Class

   $ 47,045,908  

Class R5

   $ 2,370,660  

Class R6

   $ 357,124  

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

 

Class A

     10,493,717  

Class C

     1,411,637  

Class Y

     1,247,173  

Investor Class

     4,094,282  

Class R5

     200,328  

Class R6

     30,198  

Class A:

  

Net asset value per share

   $ 11.54  

Maximum offering price per share
(Net asset value of $11.54 ÷ 94.50%)

   $ 12.21  

Class C:

  

Net asset value and offering price per share

   $ 9.82  

Class Y:

  

Net asset value and offering price per share

   $ 11.54  

Investor Class:

  

Net asset value and offering price per share

   $ 11.49  

Class R5:

  

Net asset value and offering price per share

   $ 11.83  

Class R6:

  

Net asset value and offering price per share

   $ 11.83  
 

 

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

11                     Invesco Energy Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

  

Dividends (net of foreign withholding taxes of $658,240)

   $ 11,659,017  

 

 

Dividends from affiliated money market funds

     41,096  

 

 

Total investment income

     11,700,113  

 

 

Expenses:

  

Advisory fees

     2,269,824  

 

 

Administrative services fees

     48,299  

 

 

Custodian fees

     16,282  

 

 

Distribution fees:

  

Class A

     446,017  

 

 

Class C

     219,443  

 

 

Investor Class

     180,100  

 

 

Transfer agent fees – A, C, Y and Investor Class

     1,018,428  

 

 

Transfer agent fees – R5

     4,009  

 

 

Transfer agent fees – R6

     459  

 

 

Trustees’ and officers’ fees and benefits

     20,897  

 

 

Registration and filing fees

     81,512  

 

 

Reports to shareholders

     84,468  

 

 

Professional services fees

     57,907  

 

 

Other

     13,317  

 

 

Total expenses

     4,460,962  

 

 

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

     (12,977

 

 

Net expenses

     4,447,985  

 

 

Net investment income

     7,252,128  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Investment securities

     (128,736,438

 

 

Foreign currencies

     (5,303

 

 
     (128,741,741

 

 

Change in net unrealized appreciation (depreciation) of:

  

Investment securities

     (39,420,593

 

 

Foreign currencies

     1,589  

 

 
     (39,419,004

 

 

Net realized and unrealized gain (loss)

     (168,160,745

 

 

Net increase (decrease) in net assets resulting from operations

   $ (160,908,617

 

 

 

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

12                     Invesco Energy Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

      2020     2019  

Operations:

    

Net investment income

   $ 7,252,128     $ 6,087,231  

 

 

Net realized gain (loss)

     (128,741,741     (33,229,827

 

 

Change in net unrealized appreciation (depreciation)

     (39,419,004     (68,984,373

 

 

Net increase (decrease) in net assets resulting from operations

     (160,908,617     (96,126,969

 

 

Distributions to shareholders from distributable earnings:

    

Class A

     (2,840,957     (6,036,516

 

 

Class C

     (273,589     (1,224,241

 

 

Class Y

     (430,547     (1,152,559

 

 

Investor Class

     (1,179,125     (2,607,774

 

 

Class R5

     (70,758     (184,086

 

 

Class R6

     (9,338     (11,017

 

 

Total distributions from distributable earnings

     (4,804,314     (11,216,193

 

 

Share transactions–net:

    

Class A

     (29,634,848     (20,349,179

 

 

Class C

     (7,447,719     (42,670,624

 

 

Class Y

     (10,082,858     (6,390,142

 

 

Investor Class

     (10,795,182     (14,783,040

 

 

Class R5

     (1,548,796     (665,191

 

 

Class R6

     140,389       350,070  

 

 

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

     (59,369,014     (84,508,106

 

 

Net increase (decrease) in net assets

     (225,081,945     (191,851,268

 

 

Net assets:

    

Beginning of year

     424,223,538       616,074,806  

 

 

End of year

   $ 199,141,593     $ 424,223,538  

 

 

 

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

13                     Invesco Energy Fund


Financial Highlights

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

 

                                            Ratio of   Ratio of        
                                            expenses   expenses        
            Net gains                               to average   to average net        
            (losses)                               net assets   assets without   Ratio of net    
           Net asset       on securities       Dividends   Distributions                   with fee waivers   fee waivers   investment    
    value,   Net   (both   Total from   from net   from net       Net asset       Net assets,   and/or   and/or   income    
    beginning   investment   realized and   investment   investment   realized   Total   value, end   Total   end of period   expenses   expenses   to average   Portfolio
     of period   income(a)   unrealized)   operations   income   gains   distributions   of period   return (b)   (000’s omitted)   absorbed   absorbed   net assets   turnover (c)

Class A

                                                       

Year ended 04/30/20

    $ 21.05     $ 0.41     $ (9.64 )     $ (9.23 )     $ (0.28 )     $     $ (0.28 )     $ 11.54       (44.30 )%     $ 121,102       1.45 %(d)       1.45 %(d)       2.42 %(d)       16 %

Year ended 04/30/19

      25.91       0.29       (4.61 )       (4.32 )       (0.54 )             (0.54 )       21.05       (16.48 )       248,396       1.32       1.32       1.25       17

Year ended 04/30/18

      24.54      
0.49
(e)
 
      1.44       1.93       (0.56 )             (0.56 )       25.91       8.08       323,247       1.33       1.33       2.07 (e)        9

Year ended 04/30/17

      27.04       0.22       (2.41 )       (2.19 )       (0.31 )             (0.31 )       24.54       (8.29 )       393,998       1.27       1.27       0.84       22

Year ended 04/30/16

      35.41       0.27       (8.28 )(f)       (8.01 )       (0.15 )       (0.21 )       (0.36 )       27.04       (22.45 )(f)       521,910       1.26       1.27       1.05       22

Class C

                                                       

Year ended 04/30/20

      17.99       0.24       (8.22 )       (7.98 )       (0.19 )             (0.19 )       9.82       (44.72 )       13,868       2.20 (d)        2.20 (d)        1.67 (d)        16

Year ended 04/30/19

      22.17       0.10       (3.93 )       (3.83 )       (0.35 )             (0.35 )       17.99       (17.14 )       33,036       2.07       2.07       0.50       17

Year ended 04/30/18

      20.88       0.26 (e)        1.24       1.50       (0.21 )             (0.21 )       22.17       7.29       92,349       2.08       2.08       1.32 (e)        9

Year ended 04/30/17

      23.05       0.02       (2.07 )       (2.05 )       (0.12 )             (0.12 )       20.88       (8.97 )       120,722       2.02       2.02       0.09       22

Year ended 04/30/16

      30.39       0.06       (7.11 )(f)       (7.05 )       (0.08 )       (0.21 )       (0.29 )       23.05       (23.03 )(f)       156,964       2.01       2.02       0.30       22

Class Y

                                                       

Year ended 04/30/20

      21.04       0.45       (9.64 )       (9.19 )       (0.31 )             (0.31 )       11.54       (44.17 )       14,398       1.20 (d)        1.20 (d)        2.67 (d)        16

Year ended 04/30/19

      25.93       0.35       (4.63 )       (4.28 )       (0.61 )             (0.61 )       21.04       (16.29 )       38,550       1.07       1.07       1.50       17

Year ended 04/30/18

      24.63       0.55 (e)        1.43       1.98       (0.68 )             (0.68 )       25.93       8.34       56,061       1.08       1.08       2.32 (e)        9

Year ended 04/30/17

      27.12       0.29       (2.41 )       (2.12 )       (0.37 )             (0.37 )       24.63       (8.03 )       63,783       1.02       1.02       1.09       22

Year ended 04/30/16

      35.47       0.34       (8.31 )(f)       (7.97 )       (0.17 )       (0.21 )       (0.38 )       27.12       (22.28 )(f)       50,706       1.01       1.02       1.30       22

Investor Class

                                                       

Year ended 04/30/20

      20.96       0.40       (9.59 )       (9.19 )       (0.28 )             (0.28 )       11.49       (44.30 )       47,046      
1.45
(d)
 
     
1.45
(d)
 
     
2.42
(d)
 
      16

Year ended 04/30/19

      25.80       0.29       (4.59 )       (4.30 )       (0.54 )             (0.54 )       20.96       (16.47 )       97,716       1.32       1.32       1.25       17

Year ended 04/30/18

      24.44       0.49 (e)        1.43       1.92       (0.56 )             (0.56 )       25.80       8.07       136,141       1.33       1.33       2.07 (e)        9

Year ended 04/30/17

      26.93       0.22       (2.40 )       (2.18 )       (0.31 )             (0.31 )       24.44       (8.29 )       159,402       1.27       1.27       0.84       22

Year ended 04/30/16

      35.27       0.27       (8.25 )(f)       (7.98 )       (0.15 )       (0.21 )       (0.36 )       26.93       (22.45 )(f)       210,374       1.26       1.27       1.05       22

Class R5

                                                       

Year ended 04/30/20

      21.54       0.50       (9.87 )       (9.37 )       (0.34 )             (0.34 )       11.83       (44.03 )       2,371       0.96 (d)        0.96 (d)        2.91 (d)        16

Year ended 04/30/19

      26.53       0.40       (4.73 )       (4.33 )       (0.66 )             (0.66 )       21.54       (16.12 )       6,052       0.90       0.90       1.67       17

Year ended 04/30/18

      25.23       0.61 (e)        1.46       2.07       (0.77 )             (0.77 )       26.53       8.51       8,092       0.91       0.91       2.49 (e)        9

Year ended 04/30/17

      27.77       0.34       (2.46 )       (2.12 )       (0.42 )             (0.42 )       25.23       (7.88 )       8,871       0.86       0.86       1.25       22

Year ended 04/30/16

      36.24       0.40       (8.48 )(f)       (8.08 )       (0.18 )       (0.21 )       (0.39 )       27.77       (22.10 )(f)       22,298       0.84       0.85       1.47       22

Class R6

                                                       

Year ended 04/30/20

      21.53       0.49       (9.85 )       (9.36 )       (0.34 )             (0.34 )       11.83       (44.00 )       357       0.96 (d)        0.96 (d)        2.91 (d)        16

Year ended 04/30/19

      26.52       0.39       (4.72 )       (4.33 )       (0.66 )             (0.66 )       21.53       (16.11 )       473       0.89       0.89       1.68       17

Year ended 04/30/18

      25.23       0.62 (e)        1.46       2.08       (0.79 )             (0.79 )       26.52       8.55       185       0.90       0.90       2.50 (e)        9

Year ended 04/30/17(g)

      26.31       0.03       (1.11 )       (1.08 )                         25.23       (4.11 )       10       0.81 (h)        0.81 (h)        1.30 (h)        22

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

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

(d) 

Ratios are based on average daily net assets (000’s omitted) of $178,407, $21,944, $25,789, $72,040 , $4,003 and $460 for Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

(e) 

Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets includes significant dividends received during the period. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the significant dividends are $0.32 and 0.87%, $0.09 and 0.12%, $0.38 and 1.12%, $0.32 and 0.87%, $0.44 and 1.29% and $0.45 and 1.30% for Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

(f) 

Includes litigation proceeds received during the period. Had these litigation proceeds not been received, Net gains (losses) on securities (both realized and unrealized) per share would have been $(8.35), $(7.18), $(8.38), $(8.32) and $(8.55) for Class A, Class C, Class Y, Investor Class and Class R5 shares, respectively. Total returns would have been lower.

(g) 

Commencement date of April 4, 2017.

(h) 

Annualized.

 

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

14                     Invesco Energy Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Energy 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 the Fund or each class.

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

The Fund currently consists of six different classes of shares: Class A, Class C, Class Y, Investor Class, Class R5 and Class R6. Class Y and Investor Class 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 Y, Investor Class, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for ten years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the tenth anniversary after a purchase of Class C shares.

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment

 

15                     Invesco Energy Fund


securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

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

J.

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

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

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

K.

Other Risks - The Fund’s investments are concentrated in a comparatively narrow segment of the economy, which may make the Fund more volatile.

The businesses in which the Fund invests may be adversely affected by foreign, federal or state regulations governing energy production, distribution and sale. Although individual security selection drives the performance of the Fund, short-term fluctuations in commodity prices may cause price fluctuations in its shares.

 

16                     Invesco Energy Fund


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:

 

Average Daily Net Assets    Rate  

First $350 million

     0.750

Next $350 million

     0.650

Next $1.3 billion

     0.550

Next $2 billion

     0.450

Next $2 billion

     0.400

Next $2 billion

     0.375

Over $8 billion

     0.350

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.75%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2021, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares to 2.00%, 2.75%, 1.75%, 2.00%, 1.75% and 1.75%, respectively, of average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 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. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $3,010.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class Y, Investor Class, 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 Investor Class shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of Class C shares. The Fund, pursuant to the Investor Class Plan, reimburses IDI for its allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Investor Class shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended April 30, 2020, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $38,338 in front-end sales commissions from the sale of Class A shares and $3,304 and $1,619 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $884 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

NOTE 3–Additional Valuation Information

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

      Level 1 –   Prices are determined using quoted prices in an active market for identical assets.
      Level 2 –   Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

 

17                     Invesco Energy Fund


      Level 3 –   Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

      Level 1      Level 2      Level 3      Total  

Investments in Securities

           

 

 

Common Stocks & Other Equity Interests

     $165,426,659        $22,393,020        $–        $187,819,679  

 

 

Money Market Funds

     10,121,860                      10,121,860  

 

 

Total Investments

     $175,548,519        $22,393,020        $–        $197,941,539  

 

 

NOTE 4–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $9,967.

NOTE 5–Trustees’ and Officers’ Fees and Benefits

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

NOTE 6–Cash Balances

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

NOTE 7–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020      2019  

 

 

Ordinary income

   $ 4,804,314      $ 11,216,193  

 

 

Tax Components of Net Assets at Period-End:

 

     2020  

 

 

Undistributed ordinary income

   $ 2,821,304  

 

 

Net unrealized appreciation (depreciation) – investments

     (216,943,152

 

 

Net unrealized appreciation (depreciation) - foreign currencies

     (1,797

 

 

Temporary book/tax differences

     (224,799

 

 

Capital loss carryforward

     (298,862,201

 

 

Shares of beneficial interest

     712,352,238  

 

 

Total net assets

   $ 199,141,593  

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales and partnership adjustments.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

 

18                     Invesco Energy Fund


The Fund has a capital loss carryforward as of April 30, 2020, as follows:

 

Capital Loss Carryforward*  
Expiration    Short-Term      Long-Term      Total  

Not subject to expiration

   $ 14,114,536      $ 284,747,665      $ 298,862,201  

 

 

 

*

Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

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 April 30, 2020 was $48,909,138 and $114,299,045, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  

 

 

Aggregate unrealized appreciation of investments

   $ 78,919  

 

 

Aggregate unrealized (depreciation) of investments

     (217,022,071

 

 

Net unrealized appreciation (depreciation) of investments

   $ (216,943,152

 

 

Cost of investments for tax purposes is $414,884,691.

NOTE 9–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of passive foreign investment companies and partnership reclass, on April 30, 2020, undistributed net investment income was decreased by $351,665, undistributed net realized gain (loss) was increased by $348,150 and shares of beneficial interest was increased by $3,515. This reclassification had no effect on the net assets of the Fund.

NOTE 10–Share Information

 

     Summary of Share Activity  

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     2,571,914     $ 33,183,715       1,464,416     $ 34,132,389  

 

 

Class C

     438,690       4,916,508       236,293       4,670,105  

 

 

Class Y

     401,217       6,062,809       1,091,434       26,784,693  

 

 

Investor Class

     728,308       9,831,497       565,514       13,139,156  

 

 

Class R5

     78,175       1,133,675       100,263       2,443,016  

 

 

Class R6

     22,344       399,123       26,104       585,421  

 

 

Issued as reinvestment of dividends:

        

Class A

     150,438       2,643,200       291,586       5,645,072  

 

 

Class C

     15,642       234,472       65,943       1,094,000  

 

 

Class Y

     20,797       364,981       47,535       918,856  

 

 

Investor Class

     64,785       1,133,096       129,930       2,503,751  

 

 

Class R5

     3,923       70,530       9,257       183,021  

 

 

Class R6

     511       9,175       545       10,764  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     156,538       2,709,341       1,275,937       25,590,990  

 

 

Class C

     (183,578     (2,709,341     (1,489,808     (25,590,990

 

 

Reacquired:

        

Class A

     (4,185,125     (68,171,104     (3,705,917     (85,717,630

 

 

Class C

     (695,203     (9,889,358     (1,142,265     (22,843,739

 

 

Class Y

     (1,007,003     (16,510,648     (1,468,924     (34,093,691

 

 

Investor Class

     (1,361,486     (21,759,775     (1,309,220     (30,425,947

 

 

Class R5

     (162,680     (2,753,001     (133,548     (3,291,228

 

 

Class R6

     (14,614     (267,909     (11,686     (246,115

 

 

Net increase (decrease) in share activity

     (2,956,407   $ (59,369,014     (3,956,611   $ (84,508,106

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 26% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

19                     Invesco Energy Fund


NOTE 11–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

20                     Invesco Energy Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Energy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Energy Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

21                     Invesco Energy Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

 

     

Beginning  
Account Value  

(11/01/19)  

     ACTUAL     

HYPOTHETICAL

(5% annual return before

expenses)

     Annualized  
Expense  
Ratio  
 
     

Ending  
Account Value  

(04/30/20)1  

    

Expenses  
Paid During  

Period2   

    

Ending  
Account Value  

(04/30/20)  

    

Expenses  
Paid During  

Period2   

 

Class A

     $1,000.00          $697.90          $6.21          $1,017.55          $7.37          1.47%  

Class C

     1,000.00          695.50          9.36          1,013.82          11.12          2.22    

Class Y

     1,000.00          698.80          5.15          1,018.80          6.12          1.22    

Investor Class

     1,000.00          698.20          6.21          1,017.55          7.37          1.47    

Class R5

     1,000.00          699.70          4.10          1,020.04          4.87          0.97    

Class R6

     1,000.00          699.60          4.10          1,020.04          4.87          0.97    

 

1 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year.

 

22           Invesco Energy Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

 

 

Federal and State Income Tax

    
 

Qualified Dividend Income*

     84.85  

            

 

Corporate Dividends Received Deduction*

     100.00  
 

U.S. Treasury Obligations*

     0.00  
 

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

23                     Invesco Energy Fund


Trustees and Officers

 

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.

 

    Name, Year of Birth and

    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

    

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 Trustee                        
Martin L. Flanagan1 – 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

 

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)

   203    None

 

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.

 

T-1                     Invesco Energy Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

   203    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    203    Board member of the Illinois Manufacturers’ Association

Beth Ann Brown – 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

   203    Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

   203    Member, Board of Directors of Baylor College of Medicine

 

T-2                     Invesco Energy Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)

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

   203    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

   229    Insperity, Inc. (formerly known as Administaff) (human resources provider)

Elizabeth Krentzman – 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds    203    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

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    203    Blue Hills Bank; Chairman, 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)

   203    None

 

T-3                     Invesco Energy Fund


Trustees and Officers(continued)

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)

Joel W. Motley – 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203    Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

   203    Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

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

   203    Federal Reserve Bank of Dallas

Robert C. Troccoli – 1949

Trustee

   2016    Retired Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP    203    None

Daniel S. Vandivort –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

   203    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

James D. Vaughn – 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

   203    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, Vice Chair and Chair Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-4                     Invesco Energy Fund


Trustees and Officers(continued)

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

Officers

                   

Sheri Morris – 1964

President, Principal Executive Officer and Treasurer

   2003   

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

   N/A    N/A

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.; 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

   N/A    N/A

 

T-5                     Invesco Energy Fund


Trustees and Officers(continued)

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

Officers—(continued)

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings(Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

   N/A    N/A
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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   N/A    N/A

Kelli Gallegos – 1970

Vice President, Principal Financial Officer and Assistant Treasurer

   2008   

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-6                     Invesco Energy Fund


Trustees and Officers(continued)

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

Officers—(continued)

Crissie M. Wisdom – 1969

Anti-Money Laundering Compliance Officer

   2013    Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.    N/A    N/A

Todd F. Kuehl – 1969

Chief Compliance Officer

   2020   

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds);Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

   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

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Counsel to the Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Transfer Agent

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Auditors

PricewaterhouseCoopers LLP

1000 Louisiana Street, Suite 5800

Houston, TX 77002-5678

 

Custodian

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-7                     Invesco Energy Fund


 

(This page intentionally left blank)

 

 


 

 

LOGO

Go paperless with eDelivery

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

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

 

   

Fund reports and prospectuses

   

Quarterly statements

   

Daily confirmations

   

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

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

   LOGO

 

SEC file numbers: 811-03826 and 002-85905    Invesco Distributors, Inc.    I-ENE-AR-1


 

 

LOGO                   

 

Annual Report to Shareholders

 

  

 

April 30, 2020

 

 

 

 

 

Invesco Gold & Precious Metals Fund

 

 

Nasdaq:

  A: IGDAX C: IGDCX Y: IGDYX Investor: FGLDX R6: IGDSX

 

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. 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.

 


 

Letters to Shareholders

 

LOGO

Andrew Schlossberg

     Dear Shareholders:
     This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.
    

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

 

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                                Invesco Gold & Precious Metals Fund


LOGO

Bruce Crockett

     Dear Shareholders:
     Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.
    

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

    

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

  Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

  Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

 

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                                Invesco Gold & Precious Metals Fund


 

Management’s Discussion of Fund Performance

 

 

Performance summary

 

For the fiscal year ended April 30, 2020, Class A shares of Invesco Gold & Precious Metals Fund (the Fund), at net asset value (NAV), underperformed the Philadelphia Gold & Silver Index (price only), the Fund’s style-specific benchmark.

 

Your Fund’s long-term performance appears later in this report.

 

 

Fund vs. Indexes

 

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

     40.84

Class C Shares

     39.76  

Class Y Shares

     41.35  

Investor Class Shares

     40.90  

Class R6 Shares

     41.81  

S&P 500 Indexq (Broad Market Index)

     0.86  

Philadelphia Gold & Silver Index (price only) (Style-Specific Index)

     59.75  

Lipper Precious Metals Equity Funds Index (Peer Group Index)

     51.67  

Source(s): qRIMES Technologies Corp.; FactSet Research Systems Inc.; Lipper Inc.

 

 

 

 

Market conditions and your Fund

Global equity markets faced volatility in the second and third quarters of 2019, hampered by ongoing US and China trade issues, potential for new tariffs and weakening global economic growth. Disagreement within the UK regarding its withdrawal from the European Union increased uncertainty for the UK and eurozone economies.

Much of 2019 showed slowing manufacturing activity and declining business investment, which was evidence that trade tensions were stifling economic growth across both developed and emerging markets. Global recession concerns caused a sharp equity sell-off in August 2019, as investors crowded into asset classes perceived as safe havens, including US Treasuries and gold.

Third quarter macroeconomic and geopolitical issues mostly abated during the fourth quarter, providing a favorable backdrop for global equity returns. In response to third quarter economic weakness, central banks maintained accommodative policies, with the US Federal Reserve cutting interest rates in October 2019 and the European Central Bank restarting net purchases in its asset purchase program in November. Better economic data and signs of progress in US and China trade talks also supported global equities. The UK’s general election in December delivered a decisive victory to the conservative party, reaffirming the original Brexit vote and the UK’s eventual exit from the European Union.

Global equity markets started 2020 well, buoyed by positive economic data and the phase one signing of the US and China trade deal. However, initial optimism was dampened by the outbreak of the new coronavirus (COVID-19) that swiftly spread from China to other global regions. Global equity markets fell sharply as the human and economic cost of the COVID-19 pandemic mounted. At the same time, oil prices fell sharply as a price

war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. The US bull market came to an abrupt end, while emerging equity markets also fell sharply. As fear of a worldwide recession increased, central banks around the world took aggressive action to support both local markets and the global economy. At the close of the fiscal year, despite the continuing global spread of COVID-19, April saw both equity and credit markets stage a rebound from the severe market shock witnessed in March. In this environment, global equity markets declined for the fiscal year, with developed markets outperforming emerging markets.

During the fiscal year, the Fund’s underperformance relative to the Philadelphia Gold & Silver Index (price only), the Fund’s style-specific benchmark, was driven by a combination of stock selection and market allocation. Specifically, stock selection in and out-of-benchmark exposure to diversified metals and mining equities, as well as stock selection in gold equities, detracted from the Fund’s relative performance. Conversely, the Fund’s underweight exposure to copper equities and lack of exposure to silver equities, areas of relative weakness in the style-specific benchmark, contributed to the Fund’s relative performance.

During the fiscal year, the top individual contributors to the Fund’s performance included Canada-based Barrick Gold and US-based Newmont. Shares of these gold mining companies rose as gold bullion prices increased approximately 32% over the fiscal year.1

Conversely, Turquoise Hill Resources and Glencore were the largest individual detractors from the Fund’s performance for the fiscal year. Shares of Turquoise Hill Resources declined following a development update for the underground project at its Oyu Tolgoi mine. The company communicated a range of potential delays and cost overruns to the project

 

schedule and budget. While we were disappointed after a site trip completed in September 2019, we believe the market reaction was excessive and the current share price does not reflect the company’s long-term intrinsic value. Our thesis remained unchanged and we believe significant value remains in the Oyu Tolgoi mine, which is expected to generate strong free cash flow. Further, we believe the company will benefit from the eventual electrification of the global vehicle fleet through its exposure to copper. Shares of Glencore declined after the company reported quarterly losses in February 2020. Glencore’s strong liquidity position and resilient business model makes the company well-positioned to navigate the current macroeconomic challenges.

    At the close of the fiscal year, relative to the style-specific benchmark, the Fund had exposure to gold bullion ETFs, the diversified metals and mining industry and the precious metals and minerals mining industry – exposure the Fund’s style-specific benchmark lacked. Conversely, the Fund had underweight exposures to silver and copper mining equities relative to the style-specific benchmark.

    At the close of the fiscal year, we maintained a constructive outlook for gold and precious metal prices given the historically low interest rate environment and increased geopolitical risks, though we expect further volatility given uncertainty associated with these factors. Based on our marginal cost analysis, at the close of the fiscal year, we saw more upside potential in gold equities than in gold bullion and the Fund’s weighting in gold bullion ETFs remained fairly low. We are comfortable with the Fund’s exposure to base metals through holdings of copper mining equities and diversified metals and mining equities. We have maintained our discipline of selling stocks when they hit our target price and recycling cash proceeds to find new investments. We continue to focus on what we believe to be top-tier companies with good management teams. This has led us to seek better opportunities among the mid-cap and junior miners compared to their large-cap counterparts.

    Thank you for your continued investment in Invesco Gold & Precious Metals Fund.

1 Source: Bloomberg

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

 

 

4                                Invesco Gold & Precious Metals Fund


completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

    

    

 

 

5                                Invesco Gold & Precious Metals Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

LOGO

 

1

Source: RIMES Technologies Corp.

2

Source: Lipper Inc.

3

Source: FactSet Research Systems Inc.

*It

is Invesco’s policy to chart the Fund’s oldest share class(es). Because Investor Class shares do not have a sales charge, we also show the oldest share class with a sales charge, Class C shares.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                                Invesco Gold & Precious Metals Fund


Average Annual Total Returns

 

As of 4/30/20, including maximum applicable sales charges

 

Class A Shares

        

Inception (3/28/02)

     5.63

10 Years

     -4.25  

  5 Years

     4.29  

  1 Year

     33.24  

Class C Shares

        

Inception (2/14/00)

     6.89

10 Years

     -4.45  

  5 Years

     4.64  

  1 Year

     38.76  

Class Y Shares

        

Inception (10/3/08)

     1.80

10 Years

     -3.48  

  5 Years

     5.74  

  1 Year

     41.35  

Investor Class Shares

        

Inception (1/19/84)

     0.74

10 Years

     -3.72  

  5 Years

     5.48  

  1 Year

     40.90  

Class R6 Shares

        

10 Years

     -3.57

  5 Years

     5.79  

  1 Year

     41.81  

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

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

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

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

Fund performance reflects any applicable fee waivers and/or expense reimbursements.

Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

    

 

 

7                                Invesco Gold & Precious Metals Fund


 

Invesco Gold & Precious Metals Fund’s investment objective is long-term growth of capital.

 

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

 

Unless otherwise noted, all data provided by Invesco.

 

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

 

About indexes used in this report

  The S&P 500® Index is an unmanaged index considered representative of the US stock market.
  The Philadelphia Gold & Silver Index (price only) is a capitalization-weighted, price-only index on the Philadelphia Stock Exchange that includes the leading companies involved in mining gold and silver.
  The Lipper Precious Metals Equity Funds Index is an unmanaged index considered representative of precious metals funds tracked by Lipper.
  The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
  A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures

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

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report

 

 

 

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

    

 

 

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

  The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
  The Fund’s investment strategy remained appropriate for an open-end fund;
  The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
  The Fund did not breach the 15% limit on Illiquid Investments; and
  The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

8                                Invesco Gold & Precious Metals Fund


Fund Information

 

Portfolio Composition   
By industry    % of total net assets

Gold

     83.21

Diversified Metals & Mining

     5.60  

Precious Metals & Minerals

     3.87  

Exchange-Traded Fund

     3.82  

Copper

     1.75  

Money Market Funds Plus Other Assets Less Liabilities

     1.75  
Top 10 Equity Holdings*   
          % of total net assets
  1.    Newmont Corp.      6.80 %     
  2.    Barrick Gold Corp.      6.79  
  3.    Kinross Gold Corp.      6.47  
  4.    Franco-Nevada Corp.      5.76  
  5.    Torex Gold Resources, Inc.      5.47  
  6.    B2Gold Corp.      5.33  
  7.    Sandstorm Gold Ltd.      5.11  
  8.    Wheaton Precious Metals Corp.      5.05  
  9.    Agnico Eagle Mines Ltd.      4.57  
10.    Lundin Gold, Inc.      4.38  

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*  Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

    

 

 

9                                Invesco Gold & Precious Metals Fund


Schedule of Investments

April 30, 2020

 

      Shares      Value

Common Stocks & Other Equity Interests–98.25%

Australia–3.53%

     

Bellevue Gold Ltd.(a)

     3,204,480      $    1,178,684

Cardinal Resources Ltd.(a)

     9,329,307      2,312,304

Gold Road Resources Ltd.(a)

     2,621,055      2,657,232

New Century Resources Ltd.(a)

     2,151,184      213,832

Northern Star Resources Ltd.

     255,335      2,046,807
              8,408,859

Canada–68.90%

     

Agnico Eagle Mines Ltd.

     185,895      10,908,319

Alamos Gold, Inc., Class A

     1,110,335      8,942,028

B2Gold Corp.

     2,515,022      12,720,108

Barrick Gold Corp.

     629,029      16,178,626

Chesapeake Gold Corp.(a)

     632,320      1,321,923

Franco-Nevada Corp.

     103,801      13,733,246

INV Metals, Inc.(a)

     2,621,042      659,050

Ivanhoe Mines Ltd., Class A(a)

     2,596,982      5,447,888

Kinross Gold Corp.(a)

     2,337,631      15,433,621

Kirkland Lake Gold Ltd.

     106,966      4,421,728

Lundin Gold, Inc.(a)

     1,401,515      10,441,259

Osisko Mining, Inc.(a)

     1,099,753      2,765,283

Premier Gold Mines Ltd.(a)

     3,350,839      4,164,626

Pretium Resources, Inc.(a)

     876,136      6,690,848

Progress Minerals, Inc. (Acquired 06/26/2018;
Cost $1,215,733)(a)(b)(c)(d)

     6,474,020      416,733

Reunion Gold Corp.(a)

     6,496,007      420,016

Roxgold, Inc.(a)

     4,198,093      3,769,975

Rubicon Minerals Corp.(a)

     2,500,956      1,925,736

Sabina Gold & Silver Corp.(a)

     2,666,984      3,755,371

Sandstorm Gold Ltd.(a)

     1,568,662      12,182,360

SEMAFO, Inc.(a)

     836,150      2,102,464

TMAC Resources, Inc.(a)(b)

     775,267      824,308

Torex Gold Resources, Inc.(a)

     915,619      13,030,937

Wheaton Precious Metals Corp.

     318,865      12,040,342
              164,296,795

Egypt–1.19%

     

Centamin PLC

     1,475,800      2,840,802
     Shares      Value  

 

 

Ivory Coast–3.46%

     

Endeavour Mining Corp.(a)

     459,022      $ 8,264,012  

 

 

Mexico–2.16%

     

Fresnillo PLC

     573,672        5,146,643  

 

 

Mongolia–2.24%

     

Turquoise Hill Resources Ltd.(a)

     10,920,565        5,334,950  

 

 

Switzerland–0.53%

     

Glencore PLC(a)

     687,718        1,276,576  

 

 

United States–14.49%

     

Boart Longyear Ltd.(a)

     26,944        12,320  

 

 

Boart Longyear Ltd., Wts., expiring 09/13/2024(a)

     37,293        292  

 

 

iShares® Gold Trust - ETF(a)

     564,600        9,095,706  

 

 

Newmont Corp.

     272,727        16,221,802  

 

 

SPDR ® Gold Trust–ETF(a)

     58,000        9,210,400  

 

 
        34,540,520  

 

 

Zambia–1.75%

     

First Quantum Minerals Ltd.

     681,904        4,164,075  

 

 

Total Common Stocks & Other Equity Interests
(Cost $214,075,745)

 

     234,273,232  

 

 

Money Market Funds–1.92%

     

Invesco Government & Agency Portfolio, Institutional Class, 0.20%(d)(e)

     1,767,687        1,767,687  

 

 

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(d)(e)

     777,782        778,248  

 

 

Invesco Treasury Portfolio, Institutional Class, 0.10%(d)(e)

     2,020,213        2,020,213  

 

 

Total Money Market Funds
(Cost $4,566,110)

 

     4,566,148  

 

 

TOTAL INVESTMENTS IN SECURITIES–100.17%
(Cost $218,641,855)

 

     238,839,380  

 

 

OTHER ASSETS LESS LIABILITIES–(0.17)%

 

     (403,784

 

 

NET ASSETS–100.00%

 

   $ 238,435,596  

 

 
 

Investment Abbreviations:

ETF    – Exchange-Traded Fund

SPDR – Standard & Poor’s Depositary Receipt

Wts.    – Warrants

 

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

 

 

10                                Invesco Gold & Precious Metals Fund


Notes to Schedule of Investments:

 

(a) 

Non-income producing security.

(b) 

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at April 30, 2020 was $1,241,041, which represented less than 1% of the Fund’s Net Assets.

(c) 

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

(d) 

Affiliated issuer. The issuer is affiliated by having an investment adviser that is under common control of Invesco Ltd. and/or the Investment Company Act of 1940, as amended (the “1940 Act”), defines “affiliated person” to include an issuer of which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the 1940 Act) of that issuer. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

 

                Change in            
                Unrealized            
    Value   Purchases   Proceeds   Appreciation   Realized   Value   Dividend
     April 30, 2019   at Cost   from Sales   (Depreciation)   Gain   April 30, 2020   Income

Investments in Affiliated Money Market Funds:

                                                               

Invesco Government & Agency Portfolio, Institutional Class

    $ 456,375     $ 17,681,269     $ (16,369,957)       $ -     $ -     $ 1,767,687   $16,720

Invesco Liquid Assets Portfolio, Institutional Class

      326,126       12,261,831       (11,809,994 )       38       247       778,248   11,685

Invesco Treasury Portfolio, Institutional Class

      521,572       20,207,165       (18,708,524 )       -       -       2,020,213   18,569

Investments in Other Affiliates:

                                                               

Progress Minerals, Inc.

      1,208,110       -       -       (791,377 )       -       416,733   -

Total

    $ 2,512,183     $ 50,150,265     $ (46,888,475     $ (791,339     $ 247     $ 4,982,881   $46,974

 

(e) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

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

 

 

11                                Invesco Gold & Precious Metals Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

  

Investments in securities, at value
(Cost $212,860,012)

   $ 233,856,499  

 

 

Investments in affiliates, at value
(Cost $5,781,843)

     4,982,881  

 

 

Foreign currencies, at value (Cost $14,643)

     14,587  

 

 

Receivable for:

  

Fund shares sold

     357,791  

 

 

Dividends

     173,505  

 

 

Investment for trustee deferred compensation and retirement plans

     90,365  

 

 

Other assets

     38,970  

 

 

Total assets

     239,514,598  

 

 

Liabilities:

  

Payable for:

  

Fund shares reacquired

     422,477  

 

 

Accrued fees to affiliates

     167,770  

 

 

Accrued trustees’ and officers’ fees and benefits

     220  

 

 

Accrued other operating expenses

     389,071  

 

 

Trustee deferred compensation and retirement plans

     99,464  

 

 

Total liabilities

     1,079,002  

 

 

Net assets applicable to shares outstanding

   $ 238,435,596  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 437,718,007  

 

 

Distributable earnings (loss)

     (199,282,411

 

 
   $ 238,435,596  

 

 

Net Assets:

  

Class A

   $ 122,664,743  

 

 

Class C

   $ 19,732,672  

 

 

Class Y

   $ 34,203,635  

 

 

Investor Class

   $ 61,558,375  

 

 

Class R6

   $ 276,171  

 

 

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

 

Class A

     26,127,787  

 

 

Class C

     4,248,535  

 

 

Class Y

     7,095,634  

 

 

Investor Class

     13,037,374  

 

 

Class R6

     56,980  

 

 

Class A:

  

Net asset value per share

   $ 4.69  

 

 

Maximum offering price per share
(Net asset value of $4.69 ÷ 94.50%)

   $ 4.96  

 

 

Class C:

  

Net asset value and offering price per share

   $ 4.64  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 4.82  

 

 

Investor Class:

  

Net asset value and offering price per share

   $ 4.72  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 4.85  

 

 
 

 

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

 

 

12                                Invesco Gold & Precious Metals Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

  

Dividends (net of foreign withholding taxes of $98,776)

   $ 1,003,400  

 

 

Dividends from affiliates

     46,974  

 

 

Total investment income

     1,050,374  

 

 

Expenses:

  

Advisory fees

     1,617,461  

 

 

Administrative services fees

     31,765  

 

 

Custodian fees

     18,772  

 

 

Distribution fees:

  

Class A

     267,657  

 

 

Class C

     168,411  

 

 

Investor Class

     144,936  

 

 

Transfer agent fees – A, C, Y and Investor

     636,740  

 

 

Transfer agent fees – R6

     188  

 

 

Trustees’ and officers’ fees and benefits

     18,817  

 

 

Registration and filing fees

     64,174  

 

 

Reports to shareholders

     35,419  

 

 

Professional services fees

     51,275  

 

 

Other

     300,980  

 

 

Total expenses

     3,356,595  

 

 

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

     (9,782

 

 

Net expenses

     3,346,813  

 

 

Net investment income (loss)

     (2,296,439

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Investment securities

     (946,413

 

 

Foreign currencies

     (11,609

 

 
     (958,022

 

 

Change in net unrealized appreciation of:

  

Investment securities

     74,574,251  

 

 

Foreign currencies

     1,071  

 

 
     74,575,322  

 

 

Net realized and unrealized gain

     73,617,300  

 

 

Net increase in net assets resulting from operations

   $ 71,320,861  

 

 

 

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

 

 

13                                Invesco Gold & Precious Metals Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

     2020     2019  

 

 

Operations:

    

Net investment income (loss)

   $ (2,296,439   $ (1,741,586

 

 

Net realized gain (loss)

     (958,022     (11,112,617

 

 

Change in net unrealized appreciation (depreciation)

     74,575,322       (14,843,386

 

 

Net increase (decrease) in net assets resulting from operations

     71,320,861       (27,697,589

 

 

Share transactions–net:

    

Class A

     (4,417,165     (9,719,980

 

 

Class C

     (177,085     (7,585,965

 

 

Class Y

     (6,469,748     (3,145,358

 

 

Investor Class

     (8,576,398     (8,693,917

 

 

Class R6

     81,368       (388,489

 

 

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

     (19,559,028     (29,533,709

 

 

Net increase (decrease) in net assets

     51,761,833       (57,231,298

 

 

Net assets:

    

Beginning of year

     186,673,763       243,905,061  

 

 

End of year

   $ 238,435,596     $ 186,673,763  

 

 

 

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

 

 

14                                Invesco Gold & Precious Metals Fund


Financial Highlights

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

 

                                    Ratio of   Ratio of        
                                    expenses   expenses        
            Net gains                       to average   to average net   Ratio of net    
            (losses)                       net assets   assets without    investment    
    Net asset   Net   on securities       Dividends               with fee waivers   fee waivers   income    
    value,   investment   (both   Total from   from net   Net asset       Net assets,   and/or   and/or   (loss)    
    beginning   income   realized and   investment   investment   value, end   Total   end of period   expenses   expenses   to average   Portfolio
     of period   (loss)(a)   unrealized)   operations   income   of period   return (b)   (000’s omitted)   absorbed   absorbed   net assets   turnover (c)

Class A

                                               

Year ended 04/30/20

    $ 3.33     $ (0.04 )     $ 1.40     $ 1.36     $     $ 4.69       40.84 %     $ 122,665       1.54 %(d)       1.54 %(d)       (1.05 )%(d)       16 %

Year ended 04/30/19

      3.78       (0.03 )       (0.42 )       (0.45 )             3.33       (11.90 )       91,266       1.47       1.47       (0.82 )       16

Year ended 04/30/18

      4.16       (0.04 )       (0.27 )       (0.31 )       (0.07 )       3.78       (7.55 )       113,737       1.43       1.43       (1.00 )       20

Year ended 04/30/17

      5.05       (0.05 )       (0.46 )       (0.51 )       (0.38 )       4.16       (9.90 )       145,269       1.41       1.42       (1.00 )       28

Year ended 04/30/16

      4.00       (0.03 )       1.08       1.05             5.05       26.25       160,494       1.54       1.54       (0.90 )       23

Class C

                                               

Year ended 04/30/20

      3.32       (0.07 )       1.39       1.32             4.64       39.76       19,733       2.29 (d)        2.29 (d)        (1.80 )(d)       16

Year ended 04/30/19

      3.79       (0.05 )       (0.42 )       (0.47 )             3.32       (12.40 )       14,345       2.22       2.22       (1.57 )       16

Year ended 04/30/18

      4.20       (0.07 )       (0.29 )       (0.36 )       (0.05 )       3.79       (8.51 )       24,859       2.18       2.18       (1.75 )       20

Year ended 04/30/17

      5.07       (0.09 )       (0.45 )       (0.54 )       (0.33 )       4.20       (10.53 )       31,563       2.16       2.17       (1.75 )       28

Year ended 04/30/16

      4.05       (0.06 )       1.08       1.02             5.07       25.19       36,157       2.29       2.29       (1.65 )       23

Class Y

                                               

Year ended 04/30/20

      3.41       (0.03 )       1.44       1.41             4.82       41.35       34,204       1.29 (d)        1.29 (d)        (0.80 )(d)       16

Year ended 04/30/19

      3.86       (0.02 )       (0.43 )       (0.45 )             3.41       (11.66 )       30,122       1.22       1.22       (0.57 )       16

Year ended 04/30/18

      4.24       (0.03 )       (0.28 )       (0.31 )       (0.07 )       3.86       (7.30 )       37,373       1.18       1.18       (0.75 )       20

Year ended 04/30/17

      5.15       (0.04 )       (0.47 )       (0.51 )       (0.40 )       4.24       (9.75 )       45,797       1.16       1.17       (0.75 )       28

Year ended 04/30/16

      4.07       (0.02 )       1.10       1.08             5.15       26.54       42,446       1.29       1.29       (0.65 )       23

Investor Class

                                               

Year ended 04/30/20

      3.35       (0.04 )       1.41       1.37             4.72       40.90       61,558       1.54 (d)        1.54 (d)        (1.05 )(d)       16

Year ended 04/30/19

      3.80       (0.03 )       (0.42 )       (0.45 )             3.35       (11.84 )       50,815       1.47       1.47       (0.82 )       16

Year ended 04/30/18

      4.19       (0.04 )       (0.28 )       (0.32 )       (0.07 )       3.80       (7.73 )       67,393       1.43       1.43       (1.00 )       20

Year ended 04/30/17

      5.08       (0.05 )       (0.46 )       (0.51 )       (0.38 )       4.19       (9.84 )       78,703       1.41       1.42       (1.00 )       28

Year ended 04/30/16

      4.02       (0.03 )       1.09       1.06             5.08       26.37       97,678       1.54       1.54       (0.90 )       23

Class R6

                                               

Year ended 04/30/20

      3.42       (0.03 )       1.46       1.43             4.85       41.81       276       1.09 (d)        1.09 (d)        (0.60 )(d)       16

Year ended 04/30/19

      3.86       (0.01 )       (0.43 )       (0.44 )             3.42       (11.40 )       126       0.98       0.98       (0.33 )       16

Year ended 04/30/18

      4.25       (0.02 )       (0.29 )       (0.31 )       (0.08 )       3.86       (7.45 )       543       0.99       0.99       (0.56 )       20

Year ended 04/30/17(e)

      4.57       (0.00 )       (0.32 )       (0.32 )             4.25       (7.00 )       9       0.97 (f)        0.97 (f)        (0.56 )(f)       28

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

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

(d) 

Ratios are based on average daily net assets (000’s omitted) of $107,063, $16,841, $33,590, $57,975 and $193 for Class A, Class C, Class Y, Investor Class and Class R6 shares, respectively.

(e) 

Commencement date of April 4, 2017.

(f) 

Annualized.

 

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

 

 

15                                Invesco Gold & Precious Metals Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Gold & Precious Metals 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 the Fund or each class.

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

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

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment

 

16                                Invesco Gold & Precious Metals Fund


securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

F.

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

G.

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

H.

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

I.

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

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

J.

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

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

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

K.

Other Risks - The Fund’s investments are concentrated in a comparatively narrow segment of the economy, which may make the Fund more volatile.

The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund. Fluctuations in the price of gold and precious metals may affect the profitability of companies in the gold and precious metals sector. Changes in the political or economic conditions of countries where companies in the gold and precious metals sector are located may have a direct effect on the price of gold and precious metals.

 

17                                Invesco Gold & Precious Metals Fund


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:

 

Average Daily Net Assets    Rate  

First $ 350 million

     0.750

Next $350 million

     0.650

Next $1.3 billion

     0.550

Next $2 billion

     0.450

Next $2 billion

     0.400

Next $2 billion

     0.375

Over $8 billion

     0.350

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.75%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2020, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class Y, Investor Class and Class R6 shares to 2.00%, 2.75%, 1.75%, 2.00% and 1.75%, respectively, of average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2020. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 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 of uninvested cash in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $3,385.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class Y, Investor Class 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 Investor Class shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class C shares and 0.25% of the average daily net assets of Investor Class shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended April 30, 2020, expenses incurred under the Plan are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $36,971 in front-end sales commissions from the sale of Class A shares and $277 and $2,464 from Class A and Class C shares, respectively, for CDSC imposed upon 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 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.

 

18                                Invesco Gold & Precious Metals Fund


The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

        Level 1      Level 2      Level 3      Total

Investments in Securities

                                                   

Australia

       $ 2,312,304        $ 6,096,555        $        $ 8,408,859

Canada

         163,880,062                   416,733          164,296,795

Egypt

                  2,840,802                   2,840,802

Ivory Coast

         8,264,012                            8,264,012

Mexico

                  5,146,643                   5,146,643

Mongolia

         5,334,950                            5,334,950

Switzerland

                  1,276,576                   1,276,576

United States

         34,528,200          12,320                   34,540,520

Zambia

         4,164,075                            4,164,075

Money Market Funds

         4,566,148                            4,566,148

Total Investments

       $ 223,049,751        $ 15,372,896        $ 416,733        $ 238,839,380

NOTE 4–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $6,397.

NOTE 5–Trustees’ and Officers’ Fees and Benefits

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

NOTE 6–Cash Balances

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

NOTE 7–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

     2020      2019  

 

 

Ordinary income

     $–        $–  

 

 

Tax Components of Net Assets at Period-End:

     
     2020  

 

 

Undistributed ordinary income

     $     9,454,907  

 

 

Net unrealized appreciation (depreciation) – investments

     (1,012,668)  

 

 

Net unrealized appreciation - foreign currencies

     1,069  

 

 

Temporary book/tax differences

     (90,075)  

 

 

Capital loss carryforward

     (207,635,644)  

 

 

Shares of beneficial interest

     437,718,007  

 

 

Total net assets

     $ 238,435,596  

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales and passive foreign investment companies.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

 

19                                Invesco Gold & Precious Metals Fund


The Fund has a capital loss carryforward as of April 30, 2020, as follows:

 

Capital Loss Carryforward*  
Expiration    Short-Term        Long-Term      Total  

Not subject to expiration

   $ 2,565,558        $ 205,070,086      $ 207,635,644  

 

*

Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

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 April 30, 2020 was $34,589,203 and $59,473,937, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  

 

 

Aggregate unrealized appreciation of investments

   $ 43,740,828  

 

 

Aggregate unrealized (depreciation) of investments

     (44,753,496

 

 

Net unrealized appreciation (depreciation) of investments

   $ (1,012,668

 

 

Cost of investments for tax purposes is $239,852,048.

NOTE 9–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of passive foreign investment companies, on April 30, 2020, undistributed net investment income (loss) was increased by $8,991,190, undistributed net realized gain (loss) was decreased by $8,697,971 and shares of beneficial interest was decreased by $293,219. This reclassification had no effect on the net assets of the Fund.

NOTE 10–Share Information

 

     Summary of Share Activity  

 

 
     Year ended      Year ended  
     April 30, 2020(a)      April 30, 2019  
     Shares      Amount      Shares      Amount  

 

 

Sold:

           

Class A

     7,951,647      $ 32,427,270        5,324,677      $ 18,031,730  

 

 

Class C

     1,138,508        4,698,178        611,475        2,096,303  

 

 

Class Y

     2,435,460        10,200,630        3,860,343        13,317,900  

 

 

Investor Class

     1,353,203        5,584,570        1,434,168        4,820,782  

 

 

Class R6

     24,243        98,946        40,702        150,620  

 

 

Automatic conversion of Class C shares to Class A shares:

           

Class A

     180,083        760,395        1,024,704        3,456,388  

 

 

Class C

     (181,301      (760,395      (1,024,817      (3,456,388

 

 

Reacquired:

           

Class A

     (9,415,223      (37,604,830      (9,062,490      (31,208,098

 

 

Class C

     (1,030,243      (4,114,868      (1,817,475      (6,225,880

 

 

Class Y

     (4,170,562      (16,670,378      (4,714,293      (16,463,258

 

 

Investor Class

     (3,485,495      (14,160,968      (4,005,931      (13,514,699

 

 

Class R6

     (4,238      (17,578      (144,275      (539,109

 

 

Net increase (decrease) in share activity

     (5,203,918    $ (19,559,028      (8,473,212    $ (29,533,709

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 26% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

NOTE 11–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

NOTE 12–Subsequent Event

The Board of Trustees of the Fund unanimously approved an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which the Fund would transfer all of its assets and liabilities to Invesco Oppenheimer Gold & Special Minerals Fund (the “Acquiring Fund”).

 

20                                Invesco Gold & Precious Metals Fund


The reorganization consummated on May 15, 2020. Upon closing of the reorganization, shareholders of the Fund received shares of the Acquiring Fund in exchange for their shares of the Fund, and the Fund will liquidate and cease operations.

 

21                                Invesco Gold & Precious Metals Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Gold & Precious Metals Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Gold & Precious Metals Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

22                                Invesco Gold & Precious Metals Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

 

                    HYPOTHETICAL     
                  (5% annual return before     
          ACTUAL   expenses)     
     Beginning   Ending   Expenses   Ending   Expenses   Annualized
     Account Value   Account Value   Paid During   Account Value   Paid During   Expense
     (11/01/19)   (04/30/20)1   Period2   (04/30/20)   Period2   Ratio

Class A

  $1,000.00   $1,127.40   $8.20   $1,017.16   $7.77   1.55%

Class C

    1,000.00     1,123.50   12.14     1,013.43   11.51     2.30    

Class Y

    1,000.00     1,128.80     6.88     1,018.40     6.52     1.30    

    Investor Class    

    1,000.00     1,129.20     8.15     1,017.21     7.72     1.54    

Class R6

    1,000.00     1,133.20     6.10     1,019.14     5.77     1.15    

 

1 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year.

 

23                                Invesco Gold & Precious Metals Fund


Trustees and Officers

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.

 

               Number of    Other
     Trustee         Funds in    Directorship(s)
Name, Year of Birth and    and/or         Fund Complex    Held by Trustee
Position(s)    Officer    Principal Occupation(s)    Overseen by    During Past 5
Held with the Trust    Since    During Past 5 Years    Trustee    Years

Interested Trustee

                   

Martin L. Flanagan1 – 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

 

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)

   203    None

 

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.

 

T-1                                Invesco Gold & Precious Metals Fund


Trustees and Officers–(continued)

 

               Number of     
               Funds    Other
     Trustee         in    Directorship(s)
Name, Year of Birth and    and/or         Fund Complex    Held by Trustee
Position(s)    Officer    Principal Occupation(s)    Overseen by    During Past 5
Held with the Trust    Since    During Past 5 Years    Trustee    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

   203    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    203    Board member of the Illinois Manufacturers’ Association

Beth Ann Brown – 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

   203    Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

   203    Member, Board of Directors of Baylor College of Medicine

 

T-2                                Invesco Gold & Precious Metals Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and

    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)

         

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

   203    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

   229    Insperity, Inc. (formerly known as Administaff) (human resources provider)

Elizabeth Krentzman – 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds    203    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

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    203    Blue Hills Bank; Chairman, 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)

   203    None

 

T-3                                Invesco Gold & Precious Metals Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and

    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)

         

Joel W. Motley – 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203    Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

   203    Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

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

   203    Federal Reserve Bank of Dallas

Robert C. Troccoli – 1949

Trustee

   2016   

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP

   203    None

Daniel S. Vandivort –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

   203    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

James D. Vaughn – 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

   203    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, Vice Chair and Chair Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-4                                Invesco Gold & Precious Metals Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and

    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

Officers

                   

Sheri Morris – 1964

President, Principal Executive Officer and Treasurer

   2003   

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

   N/A    N/A

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.; 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

   N/A    N/A

 

T-5                                Invesco Gold & Precious Metals Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and

    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

Officers-(continued)

                   

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings(Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

   N/A    N/A

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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   N/A    N/A

Kelli Gallegos – 1970

Vice President, Principal Financial Officer and Assistant Treasurer

   2008   

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-6                                Invesco Gold & Precious Metals Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and

    Position(s)

    Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

Officers-(continued)

                   

Crissie M. Wisdom – 1969

Anti-Money Laundering Compliance Officer

   2013    Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.    N/A    N/A

Todd F. Kuehl – 1969

Chief Compliance Officer

   2020   

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

   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, Suite 1000   Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173   1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 1000   1000 Louisiana Street, Suite 5800
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
Counsel to the Fund   Counsel to the Independent Trustees   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP   Goodwin Procter LLP   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2005 Market Street, Suite 2600   901 New York Avenue, N.W.   11 Greenway Plaza, Suite 1000   225 Franklin Street
Philadelphia, PA 19103-7018   Washington, D.C. 20001   Houston, TX 77046-1173   Boston, MA 02110-2801

 

T-7                                Invesco Gold & Precious Metals Fund


(This page intentionally left blank)


 

 

 

 

LOGO

Go paperless with eDelivery

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

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

 

 

Fund reports and prospectuses

 

Quarterly statements

 

Daily confirmations

 

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

 

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

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

        LOGO

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.

 

 

SEC file numbers: 811-03826 and 002-85905    Invesco Distributors, Inc.                     I-GPM-AR-1


 

 

LOGO                   

 

Annual Report to Shareholders

 

  

 

April 30, 2020

 

 

 

 

 

Invesco Small Cap Value Fund

 

 

Nasdaq:

  A: VSCAX C: VSMCX R: VSRAX Y: VSMIX R6: SMVSX

 

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. 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.
 


 

Letters to Shareholders

 

LOGO

Andrew Schlossberg

     Dear Shareholders:
     This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.
    

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments
Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?
For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

 

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                     Invesco Small Cap Value Fund


LOGO         

     Bruce Crockett

   Dear Shareholders:
  

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

  

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

  

  Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

  

  Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

   

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                     Invesco Small Cap Value Fund


 

Management’s Discussion of Fund Performance

 

 

 

Performance summary

For the fiscal year ended April 30, 2020, Class A shares of Invesco Small Cap Value Fund (the Fund), at net asset value (NAV), underperformed the Russell 2000 Value Index, the Fund’s style-specific benchmark.

Your Fund’s long-term performance appears later in this report.

 

Fund vs. Indexes

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

  Class A Shares

     -30.02
  Class C Shares      -30.50  
  Class R Shares      -30.27  
  Class Y Shares      -29.79  
  Class R6 Shares      -29.71  
  S&P 500 Index (Broad Market Index)      0.86  
  Russell 2000 Value Index (Style-Specific Index)      -23.84  
  Lipper Small-Cap Value Funds Index (Peer Group Index)      -24.46  
  Source(s): RIMES Technologies Corp.; Lipper Inc.         

 

Market conditions and your Fund

The fiscal year proved to be another increasingly volatile period for US equities. Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1

During the first quarter of 2020, as the spread of the new coronavirus disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008.

Though the equity market stabilized some-what toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit.

Within the Russell 2000 Value Index, all sectors posted losses during the fiscal year except for information technology (IT). The energy, communication services and materials sectors posted the largest declines.

During the fiscal year, we continued to use our intrinsic value strategy, seeking to create wealth by maintaining a long-term investment horizon and investing in companies trading at a significant discount to our estimate of their intrinsic value. We believe intrinsic value represents the fair economic worth of a business. Since our application of this strategy is highly disciplined and relatively unique, it is important to understand the benefits and limitations of our process. First, the investment strategy is intended to preserve capital while growing it at above-market rates over the long term. Second, our investments have little in common with popular stock market indexes and most of our peers. And third, the Fund’s short-term relative performance will naturally be different from stock market indexes and peers since we typically structure the Fund’s portfolio significantly differently than these benchmarks.

Drivers of Fund performance were mainly stock-specific during the fiscal year. However, the Fund’s lack of exposure to the more defensive/yield-oriented sectors, such as utilities, hurt the Fund’s performance relative to the Russell 2000 Value Index as these sectors performed well for much of the fiscal year. Select holdings in the industrials and materials sectors contributed the most to the Fund’s overall performance, while select holdings in financials and materials sectors were the largest detractors.

 

Industrial company Univar Solutions was the largest contributor to the Fund’s performance during the fiscal year. The company is a global chemical and ingredient distributor and provider of value-added services and a new addition to the Fund for the first quarter of 2020. Another industrial company, Builders FirstSource, was also a large contributor to the Fund’s performance. The company is a manufacturer and supplier of building materials whose shares rose after management reported solid financial results for the first three quarters of the fiscal year, driven by improving housing demand and growth of its higher margin value-added products. Materials company Element Solutions also contributed to the Fund’s performance during the fiscal year. Element Solutions was a new investment for the Fund during the first quarter of 2020. The company’s operating businesses formulate a broad range of solutions that enhance the performance of everyday use products within industries such as electronic circuitry, communication infrastructure and automotive systems.

Financial services companies MGIC Investment and Radian Group were among the largest detractors from the Fund’s overall performance during the fiscal year. MGIC Investment is a private mortgage insurance company whose shares declined along with other financial stocks exposed to consumer credit toward the end of the fiscal year. Radian Group also provides mortgage insurance and services to the real estate and mortgage finance industries. The company’s shares also fell during the market turmoil in the first quarter of 2020. Materials company Allegheny Technologies was another large detractor from the Fund’s performance during the fiscal year. The company manufactures specialty metal alloys for aerospace, energy, medical and industrial markets. We sold our position in Allegheny Technologies before the close of the fiscal year to fund what we believed to be more attractive investment opportunities else-where.

We believe the single most important indicator of how the Fund is positioned for potential future success is not our recent investment results nor popular statistical measures, but rather the difference between current market price and the Fund’s estimated intrinsic value — the aggregate business value of the portfolio based on our estimate of intrinsic value for each individual holding.

At the end of the fiscal year, the difference between the market price and the estimated intrinsic value of the Fund was very attractive, according to our estimation. While there is no assurance that market value will ever reflect our estimate of the Fund’s intrinsic value, we believe the gap between price and estimated intrinsic value may provide above-average capital appreciation. We will continue to work hard to protect and grow the Fund’s estimated intrinsic value.

 

 

4                     Invesco Small Cap Value Fund


We thank you for your investment in Invesco Small Cap Value Fund and for sharing our long-term investment perspective.

 

1

Source: US Federal Reserve

2

Source: US Bureau of Economic Analysis

 

 

Portfolio Managers:

Jonathan Edwards - Lead

Jonathan Mueller

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.

See important Fund and, if applicable, index disclosures later in this report.

 

 

5                     Invesco Small Cap Value Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment — Oldest Share Class(es)

Fund and index data from 4/30/10

 

LOGO

 

1

Source: RIMES Technologies Corp.

2

Source: Lipper Inc.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                     Invesco Small Cap Value Fund


Average Annual Total Returns

        

As of 4/30/20, including maximum applicable sales charges

  
  Class A Shares         
  Inception (6/21/99)      7.38
  10 Years      4.47  

5 Years

     -5.06  

1 Year

     -33.87  
  Class C Shares         
  Inception (6/21/99)      7.28
  10 Years      4.28  

5 Years

     -4.70  

1 Year

     -31.17  
  Class R Shares         
  10 Years      4.79

5 Years

     -4.24  

1 Year

     -30.27  
  Class Y Shares         
  Inception (8/12/05)      6.00
  10 Years      5.32  

5 Years

     -3.74  

1 Year

     -29.79  
  Class R6 Shares         
  10 Years      5.19

5 Years

     -3.74  

1 Year

     -29.71  

Effective June 1, 2010, Class A, Class C and Class I shares of the predecessor fund, VanKampen Small Cap Value Fund, advised by VanKampen Asset Management were reorganized into Class A, Class C and Class Y shares, respectively, of Invesco VanKampen Small Cap Value Fund (renamed Invesco Small Cap Value Fund). Returns shown above, prior to June 1, 2010, for Class A, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Small Cap Value Fund. Share class returns will differ from the predecessor fund because of different expenses.

Class R shares incepted on April 17, 2020. Performance shown prior to that date is that of the Fund’s and predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class R6 shares incepted on February 7, 2017. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares.

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

Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

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

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

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

 

 

7                     Invesco Small Cap Value Fund


 

Invesco Small Cap Value Fund’s investment objective is long-term growth of capital.

   

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

   

Unless otherwise noted, all data provided by Invesco.

   

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

About indexes used in this report

    The S&P 500® Index is an unmanaged index considered representative of the US stock market.
    The Russell 2000® Value Index is an unmanaged index considered representative of small-cap value stocks. The Russell 2000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
    The Lipper Small-Cap Value Funds Index is an unmanaged index considered representative of small-cap value funds tracked by Lipper.
    The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
    A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

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

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the

Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

    The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
    The Fund’s investment strategy remained appropriate for an open-end fund;
    The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
    The Fund did not breach the 15% limit on Illiquid Investments; and
    The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

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

     

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 

8                     Invesco Small Cap Value Fund


Fund Information

Portfolio Composition

 

By sector    % of total net assets

Industrials

       34.07 %

Financials

       19.84

Materials

       14.76

Consumer Discretionary

       9.64

Information Technology

       8.04

Consumer Staples

       6.16

Energy

       4.66

Utilities

       0.54

Money Market Funds Plus Other Assets Less Liabilities

       2.29

Top 10 Equity Holdings*

 

         % of total net assets

1.

  AECOM        4.32 %

2.

  Flex Ltd.        3.33

3.

  Univar Solutions, Inc.        3.32

4.

  Energizer Holdings, Inc.        3.22

5.

  LKQ Corp.        3.11

6.

  Owens Corning        3.04

7.

  Spectrum Brands Holdings, Inc.        2.94

8.

  Huntsman Corp.        2.79

9.

  Dana, Inc.        2.73

10.

  BorgWarner, Inc.        2.69

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*

Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

 

9                     Invesco Small Cap Value Fund


Schedule of Investments(a)

April 30, 2020

 

      Shares      Value

Common Stocks & Other Equity Interests–97.70%

Agricultural & Farm Machinery–1.97%

AGCO Corp.

     336,587      $  17,785,257

Auto Parts & Equipment–6.21%

Aptiv PLC(b)

     97,226      6,762,069

BorgWarner, Inc.

     853,104      24,373,181

Dana, Inc.(b)

     2,146,896      24,689,304

Motorcar Parts of America, Inc.(b)

     24,831      353,345
              56,177,899

Building Products–6.65%

Builders FirstSource, Inc.(b)

     684,278      12,556,501

JELD-WEN Holding, Inc.(b)

     1,480,095      18,797,207

Masco Corp.

     20,944      859,542

Masonite International Corp.(b)

     7,191      424,844

Owens Corning

     635,279      27,545,697
              60,183,791

Construction & Engineering–4.37%

AECOM(b)

     1,078,122      39,092,704

Valmont Industries, Inc.

     3,653      428,278
              39,520,982

Construction Machinery & Heavy Trucks–1.25%

Astec Industries, Inc.

     282,500      11,331,075

Consumer Finance–1.50%

SLM Corp.

     1,631,853      13,609,654

Distributors–3.11%

     

LKQ Corp.(b)

     1,077,768      28,183,633

Diversified Chemicals–5.72%

Chemours Co. (The)

     971,337      11,393,783

Eastman Chemical Co.

     250,500      15,157,755

Huntsman Corp.

     1,501,684      25,243,308
              51,794,846

Diversified Metals & Mining–0.00%

Ferroglobe Representation & Warranty Insurance Trust(b)(c)

     1,203,948      0

Electrical Components & Equipment–1.97%

nVent Electric PLC

     957,700      17,861,105

Electronic Equipment & Instruments–2.04%

API Group Corp.(b)(d)

     1,824,400      18,426,440

Electronic Manufacturing Services–4.04%

Flex Ltd.(b)

     3,085,323      30,112,753

Jabil, Inc.

     152,300      4,331,412

Sanmina Corp.(b)

     74,723      2,072,069
              36,516,234

Environmental & Facilities Services–0.65%

Team, Inc.(b)

     954,863      5,891,505

Homebuilding–0.31%

     

M/I Homes, Inc.(b)

     93,200      2,372,872
      Shares      Value

Homebuilding–(continued)

TopBuild Corp.(b)

     4,860      $      452,903
              2,825,775

Household Products–6.16%

Energizer Holdings, Inc.

     747,917      29,138,846

Spectrum Brands Holdings, Inc.

     617,395      26,585,029
              55,723,875

Human Resource & Employment Services–2.63%

Insperity, Inc.

     264,300      12,609,753

ManpowerGroup, Inc.

     68,601      5,092,938

TrueBlue, Inc.(b)

     393,402      6,109,533
              23,812,224

Independent Power Producers & Energy Traders–0.54%

Vistra Energy Corp.

     251,100      4,906,494

Industrial Conglomerates–0.81%

Carlisle Cos., Inc.

     60,702      7,342,514

Industrial Machinery–4.83%

Columbus McKinnon Corp.

     225,300      6,101,124

Crane Co.

     302,500      16,471,125

Timken Co. (The)

     563,110      21,161,674
              43,733,923

Investment Banking & Brokerage–0.92%

Evercore, Inc., Class A

     138,100      7,125,960

Greenhill & Co., Inc.

     30,932      330,044

Stifel Financial Corp.

     20,270      897,556
              8,353,560

Life & Health Insurance–4.21%

Athene Holding Ltd., Class A(b)

     689,900      18,627,300

CNO Financial Group, Inc.

     1,381,415      19,422,695
              38,049,995

Oil & Gas Equipment & Services–0.91%

Helix Energy Solutions Group, Inc.(b)

     2,136,081      5,425,646

NexTier Oilfield Solutions, Inc.(b)

     1,210,811      2,809,081
              8,234,727

Oil & Gas Exploration & Production–3.38%

Noble Energy, Inc.

     748,953      7,347,229

Northern Oil and Gas, Inc.(b)

     6,585,508      5,513,387

Parsley Energy, Inc., Class A

     1,875,203      17,720,669
              30,581,285

Oil & Gas Refining & Marketing–0.37%

HollyFrontier Corp.

     102,400      3,383,296

Other Diversified Financial Services–2.08%

Equitable Holdings, Inc.

     1,024,700      18,772,504

Paper Packaging–2.61%

Sealed Air Corp.

     825,568      23,602,989

Regional Banks–7.62%

First Horizon National Corp.

     2,486,710      22,579,327

Sterling Bancorp

     1,167,800      14,398,974
 

 

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

10                     Invesco Small Cap Value Fund


      Shares      Value

Regional Banks–(continued)

     

TCF Financial Corp.

     515,400      $  15,302,226

Western Alliance Bancorporation

     463,400      16,626,792
              68,907,319

Research & Consulting Services–0.14%

Resources Connection, Inc.

     115,492      1,256,553

Semiconductor Equipment–1.77%

Kulicke & Soffa Industries, Inc. (Singapore)

     667,277      15,994,630

Specialty Chemicals–4.41%

Axalta Coating Systems Ltd(b)

     618,000      12,199,320

Celanese Corp.

     24,900      2,068,443

Element Solutions, Inc.(b)

     1,290,100      13,223,525

Kraton Corp.(b)

     797,922      12,455,562
              39,946,850

Steel–2.01%

Carpenter Technology Corp.

     820,430      18,188,933

Technology Distributors–0.20%

Insight Enterprises, Inc.(b)

     33,622      1,825,338

Thrifts & Mortgage Finance–3.52%

Axos Financial, Inc.(b)

     931,165      21,463,353

MGIC Investment Corp.

     1,241,554      9,075,760

Radian Group, Inc.

     86,416      1,294,512
              31,833,625
     Shares      Value  

 

 

Trading Companies & Distributors–8.79%

 

AerCap Holdings N.V. (Ireland)(b)

     102,500      $ 2,882,300  

 

 

Beacon Roofing Supply, Inc.(b)

     675,666        14,864,652  

 

 

BMC Stock Holdings, Inc.(b)

     461,676        9,810,615  

 

 

DXP Enterprises, Inc.(b)

     164,891        2,460,174  

 

 

Univar Solutions, Inc.(b)

     2,070,800        30,068,016  

 

 

WESCO International, Inc.(b)

     753,316        19,488,285  

 

 
        79,574,042  

 

 

Total Common Stocks & Other Equity Interests
(Cost $1,054,775,253)

 

     884,132,872  

 

 

Money Market Funds–3.97%

 

Invesco Government & Agency Portfolio,
Institutional Class, 0.20%(e)(f)

     11,727,183        11,727,183  

 

 

Invesco Liquid Assets Portfolio, Institutional
Class, 0.60%(e)(f)

     10,735,456        10,741,897  

 

 

Invesco Treasury Portfolio, Institutional
Class, 0.10%(e)(f)

     13,402,495        13,402,495  

 

 

Total Money Market Funds
(Cost $35,864,389)

 

     35,871,575  

 

 

TOTAL INVESTMENTS IN SECURITIES–101.67%
(Cost $1,090,639,642)

920,004,447

 

 

 

 

OTHER ASSETS LESS LIABILITIES–(1.67)%

 

     (15,071,620

 

 

NET ASSETS–100.00%

 

   $ 904,932,827  

 

 
 

 

Notes to Schedule of Investments:

 

(a)

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

(b)

Non-income producing security.

(c)

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

(d)

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The value of this security at April 30, 2020 represented 2.04% of the Fund’s Net Assets.

(e)

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

 

     

Value

April 30, 2019

    

Purchases

at Cost

    

Proceeds

from Sales

   

Change in

Unrealized

Appreciation

    

Realized

Gain

(Loss)

   

Value

April 30, 2020

    

Dividend

Income

 

Investments in Affiliated Money Market Funds:

                                                            

Invesco Government & Agency Portfolio, Institutional Class

   $ 9,518,896      $ 158,022,185      $ (155,813,898     $       -        $        -     $ 11,727,183      $ 204,275  

Invesco Liquid Assets Portfolio, Institutional Class

     6,800,574        113,709,040        (109,764,743     5,236        (8,210     10,741,897        164,571  

Invesco Treasury Portfolio, Institutional Class

     10,878,738        178,403,557        (175,879,800     -        -       13,402,495        227,892  

Total

   $ 27,198,208      $ 450,134,782      $ (441,458,441     $5,236        $(8,210   $ 35,871,575      $ 596,738  

 

(f) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

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

11                     Invesco Small Cap Value Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

  

Investments in securities, at value
(Cost $ 1,054,775,253)

   $ 884,132,872  

 

 

Investments in affiliated money market funds, at value (Cost $ 35,864,389)

     35,871,575  

 

 

Cash

     1,717  

 

 

Receivable for:

  

Investments sold

     5,810,130  

 

 

Fund shares sold

     1,829,285  

 

 

Dividends

     194,114  

 

 

Investment for trustee deferred compensation and retirement plans

     233,144  

 

 

Other assets

     48,923  

 

 

Total assets

     928,121,760  

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     19,960,512  

 

 

Fund shares reacquired

     2,173,209  

 

 

Accrued fees to affiliates

     630,125  

 

 

Accrued trustees’ and officers’ fees and benefits

     1,334  

 

 

Accrued other operating expenses

     161,774  

 

 

Trustee deferred compensation and retirement plans

     261,979  

 

 

Total liabilities

     23,188,933  

 

 

Net assets applicable to shares outstanding

   $ 904,932,827  

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 1,257,834,347  

 

 

Distributable earnings (loss)

     (352,901,520

 

 
   $ 904,932,827  

 

 

Net Assets:

  

Class A

   $ 372,448,180  

 

 

Class C

   $ 10,133,305  

 

 

Class R

   $ 3,866,139  

 

 

Class Y

   $ 457,857,039  

 

 

Class R6

   $ 60,628,164  

 

 

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

 

Class A

     38,715,467  

 

 

Class C

     1,698,836  

 

 

Class R

     402,121  

 

 

Class Y

     44,677,320  

 

 

Class R6

     5,878,747  

 

 

Class A:

  

Net asset value per share

   $ 9.62  

 

 

Maximum offering price per share (Net asset value of $9.62 ÷ 94.50%)

   $ 10.18  

 

 

Class C:

  

Net asset value and offering price per share

   $ 5.96  

 

 

Class R:

  

Net asset value and offering price per share

   $ 9.61  

 

 

Class Y:

  

Net asset value and offering price per share

   $ 10.25  

 

 

Class R6:

  

Net asset value and offering price per share

   $ 10.31  

 

 
 

 

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

12                    Invesco Small Cap Value Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

  

Dividends

   $ 15,772,137  

 

 

Dividends from affiliated money market funds

     596,738  

 

 

Total investment income

     16,368,875  

 

 

Expenses:

  

Advisory fees

     8,262,214  

 

 

Administrative services fees

     194,498  

 

 

Custodian fees

     17,940  

 

 

Distribution fees:

  

Class A

     1,324,485  

 

 

Class C

     138,674  

 

 

Class R

     525  

 

 

Transfer agent fees – A, C, R and Y

     2,253,976  

 

 

Transfer agent fees – R6

     8,849  

 

 

Trustees’ and officers’ fees and benefits

     31,683  

 

 

Registration and filing fees

     76,390  

 

 

Reports to shareholders

     135,377  

 

 

Professional services fees

     61,472  

 

 

Other

     40,370  

 

 

Total expenses

     12,546,453  

 

 

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

     (41,910

 

 

Net expenses

     12,504,543  

 

 

Net investment income

     3,864,332  

 

 

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from investment securities (includes net gains from securities sold to affiliates of $ 2,531,127)

     (137,691,191

 

 

Change in net unrealized appreciation (depreciation) of investment securities

     (254,623,721

 

 

Net realized and unrealized gain (loss)

     (392,314,912

 

 

Net increase (decrease) in net assets resulting from operations

   $ (388,450,580

 

 

 

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

13                     Invesco Small Cap Value Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

      2020     2019  

Operations:

    

Net investment income (loss)

   $ 3,864,332     $ (1,779,758

 

 

Net realized gain (loss)

     (137,691,191     85,150,289  

 

 

Change in net unrealized appreciation (depreciation)

     (254,623,721     (198,347,184

 

 

Net increase (decrease) in net assets resulting from operations

     (388,450,580     (114,976,653

 

 

Distributions to shareholders from distributable earnings:

    

Class A

     (14,362,363     (132,802,646

 

 

Class C

     (556,893     (14,194,064

 

 

Class Y

     (16,631,631     (177,702,688

 

 

Class R6

     (1,687,217     (7,472,773

 

 

Total distributions from distributable earnings

     (33,238,104     (332,172,171

 

 

Share transactions–net:

    

Class A

     (111,203,767     (101,574,893

 

 

Class C

     (7,786,632     (34,019,574

 

 

Class R

     3,414,878        

 

 

Class Y

     (197,788,556     (276,425,272

 

 

Class R6

     14,526,805       49,772,898  

 

 

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

     (298,837,272     (362,246,841

 

 

Net increase (decrease) in net assets

     (720,525,956     (809,395,665

 

 

Net assets:

    

Beginning of year

     1,625,458,783       2,434,854,448  

 

 

End of year

   $ 904,932,827     $ 1,625,458,783  

 

 

 

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

14                     Invesco Small Cap Value Fund


Financial Highlights

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

 

     Net asset
value,
beginning
of period
    

Net

investment

income

(loss)(a)

   

Net gains

(losses)

on securities

(both

realized and

unrealized)

   

Total from
investment

operations

   

Dividends

from net

investment

income

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

Ratio of

expenses

to average

net assets

with fee waivers

and/or

expenses

absorbed

   

Ratio of

expenses

to average net

assets without

fee waivers

and/or

expenses

absorbed

   

Ratio of net

investment

income

(loss)

to average

net assets

   

Portfolio

turnover (c)

 

Class A

                                                                                                                   

Year ended 04/30/20

   $ 14.10      $ 0.02     $ (4.14   $ (4.12   $     $ (0.36   $ (0.36   $ 9.62        (30.02 )%    $ 372,448        1.13 %(d)      1.13 %(d)      0.16 %(d)      47

Year ended 04/30/19

     18.53        (0.04     (1.22     (1.26           (3.17     (3.17     14.10        (3.16     662,115        1.12       1.12       (0.22     43  

Year ended 04/30/18

     19.44        (0.06     2.31       2.25             (3.16     (3.16     18.53        11.32       933,986        1.12       1.12       (0.31     28  

Year ended 04/30/17

     16.21        (0.02     3.60       3.58       (0.03     (0.32     (0.35     19.44        22.14       1,094,070        1.10       1.11       (0.12     32  

Year ended 04/30/16

     20.33        0.04       (2.37     (2.33     (0.01     (1.78     (1.79     16.21        (11.43     1,320,826        1.11       1.11       0.24       45  

Class C

                                                                                                                   

Year ended 04/30/20

     8.93        (0.04     (2.57     (2.61           (0.36     (0.36     5.96        (30.50 )(e)      10,133        1.84 (d)(e)      1.84 (d)(e)      (0.55 )(d)(e)      47  

Year ended 04/30/19

     13.29        (0.11     (1.08     (1.19           (3.17     (3.17     8.93        (3.98     22,059        1.87       1.87       (0.97     43  

Year ended 04/30/18

     14.83        (0.15     1.77       1.62             (3.16     (3.16     13.29        10.53 (e)      76,302        1.86 (e)      1.86 (e)      (1.05 )(e)      28  

Year ended 04/30/17

     12.50        (0.12     2.76       2.65             (0.32     (0.32     14.83        21.23 (e)      95,892        1.84 (e)      1.85 (e)      (0.86 )(e)      32  

Year ended 04/30/16

     16.25        (0.07     (1.90     (1.97           (1.78     (1.78     12.50        (12.11     107,647        1.86       1.86       (0.51     45  

Class R

                                                                                                                   

Year ended 04/30/20(f)

     8.49        (0.00 )(g)      1.12       1.12                         9.61        13.19       3,866        1.37 (d)(h)      1.37 (d)(h)      (0.08 )(d)(h)      47  

Class Y

                                                                                                                   

Year ended 04/30/20

     14.95        0.06       (4.40     (4.34           (0.36     (0.36     10.25        (29.79     457,857        0.88 (d)      0.88 (d)      0.41 (d)      47  

Year ended 04/30/19

     19.37        0.01       (1.26     (1.25           (3.17     (3.17     14.95        (2.97     875,875        0.87       0.87       0.03       43  

Year ended 04/30/18

     20.15        (0.01     2.39       2.38             (3.16     (3.16     19.37        11.58       1,397,754        0.87       0.87       (0.06     28  

Year ended 04/30/17

     16.79        0.02       3.74       3.76       (0.08     (0.32     (0.40     20.15        22.45       1,445,051        0.85       0.86       0.13       32  

Year ended 04/30/16

     20.97        0.09       (2.45     (2.36     (0.04     (1.78     (1.82     16.79        (11.19     1,329,637        0.86       0.86       0.49       45  

Class R6

                                                                                                                   

Year ended 04/30/20

     15.02        0.08       (4.43     (4.35           (0.36     (0.36     10.31        (29.71     60,628        0.70 (d)      0.70 (d)      0.59 (d)      47  

Year ended 04/30/19

     19.41        0.03       (1.25     (1.22           (3.17     (3.17     15.02        (2.80     65,409        0.71       0.71       0.19       43  

Year ended 04/30/18

     20.16        0.02       2.39       2.41             (3.16     (3.16     19.41        11.73       26,813        0.69       0.69       0.12       28  

Year ended 04/30/17(f)

     20.29        0.01       (0.14     (0.13                       20.16        (0.64     469        0.72 (h)      0.72 (h)      0.26 (h)      32  

 

 

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended April 30, 2020, the portfolio turnover calculation excludes the value of securities purchased of $23,823,797 in connection with the acquisition of Invesco Oppenheimer Small Cap Value Fund into the Fund.

(d) 

Ratios are based on average daily net assets (000’s omitted) of $529,634, $14,506, $3,495, $664,131 and $63,756 for Class A, Class C, Class R, Class Y and Class R6 shares, respectively.

(e) 

The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.96% for the years ended April 30, 2020 and 0.99% for the years ended April 30, 2018 and 2017, respectively.

(f) 

Commencement date of April 17, 2020 and February 07, 2017 for Class R and Class R6 shares, respectively.

(g) 

Amount represents less than $(0.005).

(h) 

Annualized.

 

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

15                     Invesco Small Cap Value Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Small Cap Value 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 the Fund or each class.

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

The Fund currently consists of five different classes of shares: Class A, Class C, Class R, Class Y and Class R6. On April 17, 2020, the Fund began offering Class R shares. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y and Class R6 shares are sold at net asset value. Class C shares held for ten years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the tenth anniversary after a purchase of Class C shares.

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment

 

16                     Invesco Small Cap Value Fund


securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

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

F.

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

G.

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

H.

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

I.

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

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

J.

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

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

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

 

17                     Invesco Small Cap Value Fund


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:

 

Average Daily Net Assets    Rate  

First $ 500 million

     0.670

Next $500 million

     0.645

Over $1 billion

     0.620

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.65%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

Effective April 17, 2020, 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 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 and Class R6 shares to 1.25%, 2.00%, 1.50%, 1.00% and 0.93%, respectively, of average daily net assets (the “expense limits”). Prior to April 17, 2020, the Adviser had contractually agreed, through at least June 30, 2020, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waivers and/or expense reimbursements (excluding certain items discussed below) of Class A, Class C, Class Y and Class R6 shares to 2.00%, 2.75%, 1.75% and 1.75%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on 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. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $39,240.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A, Class C and Class R shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets, up to 1.00% of Class C average daily net assets and up to 0.50% of Class R average daily net assets. The fees are accrued daily and paid monthly.

With respect to Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.

For the year ended April 30, 2020, expenses incurred under these agreements are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $32,286 in front-end sales commissions from the sale of Class A shares and $506 and $135 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $7,195 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

NOTE 3–Additional Valuation Information

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

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

 

18                     Invesco Small Cap Value Fund


The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

      Level 1      Level 2      Level 3      Total  

Investments in Securities

                                   

Common Stocks & Other Equity Interests

     $884,132,872        $–        $0        $884,132,872  

Money Market Funds

     35,871,575                      35,871,575  

Total Investments

     $920,004,447        $–        $0        $920,004,447  

NOTE 4–Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended April 30, 2020, the Fund engaged in securities sales of $3,293,460, which resulted in net realized gains of $2,531,127.

NOTE 5–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $2,670.

NOTE 6–Trustees’ and Officers’ Fees and Benefits

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

NOTE 7–Cash Balances

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

NOTE 8–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020      2019  

 

 

Ordinary income

   $ 3,775,639      $ 22,332,893  

 

 

Long-term capital gain

     29,462,465        309,839,278  

 

 

Total distributions

   $ 33,238,104      $ 332,172,171  

 

 
Tax Components of Net Assets at Period-End:      
            2020  

 

 

Net unrealized appreciation (depreciation) – investments

      $ (178,690,554

 

 

Temporary book/tax differences

        (239,232

 

 

Post-October capital loss deferral

        (168,375,417

 

 

Capital loss carryforward

        (5,596,317

 

 

Shares of beneficial interest

        1,257,834,347  

 

 

Total net assets

      $ 904,932,827  

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

 

19                     Invesco Small Cap Value Fund


The Fund has a capital loss carryforward as of April 30, 2020, as follows:

 

Capital Loss Carryforward*  
Expiration    Short-Term      Long-Term      Total  

Not subject to expiration

     $5,370,492        $225,825        $5,596,317  

 

*

Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

NOTE 9–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 April 30, 2020 was $576,228,786 and $872,845,893, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  

 

 

Aggregate unrealized appreciation of investments

   $ 75,735,915  

 

 

Aggregate unrealized (depreciation) of investments

     (254,426,469

 

 

Net unrealized appreciation (depreciation) of investments

   $ (178,690,554

 

 

Cost of investments for tax purposes is $1,098,695,001.

  

NOTE 10–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of distribution redesignation and target merger, on April 30, 2020, undistributed net investment income was decreased by $3,428,935 and undistributed net realized gain (loss) was increased by $3,428,935. Further, as a result of tax deferrals acquired in the reorganization of Invesco Oppenheimer Small Cap Value Fund into the Fund, undistributed net investment income was decreased by $2,719, undistributed net realized gain (loss) was decreased by $7,264,015 and shares of beneficial interest was increased by $7,266,734. These reclassifications had no effect on the net assets or the distributable earnings (loss) of the Fund.

NOTE 11–Share Information

 

           Summary of Share Activity        

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Sold:

        

Class A

     5,513,281     $ 65,029,289       6,438,723     $ 99,781,448  

 

 

Class C

     257,674       1,809,377       291,115       2,707,631  

 

 

Class R

     997       8,461       -       -  

 

 

Class Y

     10,879,758       128,592,730       12,975,591       209,325,329  

 

 

Class R6

     2,524,904       27,936,888       4,523,594       75,108,753  

 

 

Issued as reinvestment of dividends:

        

Class A

     968,857       13,670,573       10,919,128       126,771,080  

 

 

Class C

     60,377       529,507       1,808,563       13,347,193  

 

 

Class Y

     982,726       14,760,539       12,834,262       157,989,771  

 

 

Class R6

     111,445       1,682,825       601,408       7,433,399  

 

 

Automatic conversion of Class C shares to Class A shares:

        

Class A

     545,253       6,869,152       2,045,445       26,511,273  

 

 

Class C

     (868,496     (6,869,152     (3,220,634     (26,511,273

 

 

Issued in connection with acquisitions:(b)

        

Class A

     1,439,465       12,226,769       -       -  

 

 

Class C

     508,981       2,679,898       -       -  

 

 

Class R

     402,791       3,420,152       -       -  

 

 

Class Y

     149,197       1,349,862       -       -  

 

 

Class R6

     2,554       23,256       -       -  

 

 

 

20                     Invesco Small Cap Value Fund


           Summary of Share Activity        

 

 
     Year ended     Year ended  
     April 30, 2020(a)     April 30, 2019  
     Shares     Amount     Shares     Amount  

 

 

Reacquired:

        

Class A

     (16,723,769   $ (208,999,550     (22,831,931   $ (354,638,694

 

 

Class C

     (729,153     (5,936,262     (2,151,563     (23,563,125

 

 

Class R

     (1,667     (13,735     -       -  

 

 

Class Y

     (25,902,782     (342,491,687     (39,393,058     (643,740,372

 

 

Class R6

     (1,114,436     (15,116,164     (2,151,890     (32,769,254

 

 

Net increase (decrease) in share activity

     (20,992,043   $ (298,837,272     (17,311,247   $ (362,246,841

 

 

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 29% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b)

After the close of business on April 17, 2020, the Fund acquired all the net assets of Invesco Oppenheimer Small Cap Value Fund (the “Target Fund”) pursuant to a plan of reorganization approved by the Board of Trustees of the Fund on February 14, 2020. The reorganization was executed in order to reduce overlap and increase efficiencies in the Adviser’s product line. The acquisition was accomplished by a tax-free exchange of 2,502,988 shares of the Fund for 2,861,156 shares outstanding of the Target Fund as of the close of business on April 17, 2020. Shares of the Target Fund were exchanged for the like class of shares of the Fund, based on the relative net asset value of the Target Fund to the net asset value of the Fund on the close of business, April 17, 2020. The Target Fund’s net assets as of the close of business on April 17, 2020 of $19,699,937, including $(6,059,914) of unrealized appreciation (depreciation), were combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $775,042,726 and $794,742,663 immediately after the acquisition.

The pro forma results of operations for the year ended April 30, 2020 assuming the reorganization had been completed on May 1, 2019, the beginning of the annual reporting period are as follows:

 

Net investment income

   $ 3,901,731  

 

 

Net realized/unrealized gains (losses)

     (405,370,942

 

 

Change in net assets resulting from operations

   $ (401,469,211

 

 

As the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Target Fund that has been included in the Fund’s Statement of Operations since April 18, 2020.

NOTE 12–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

21                     Invesco Small Cap Value Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Small Cap Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Small Cap Value Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

22                     Invesco Small Cap Value Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account value and expenses of the Class R shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020. The actual ending account value and expenses for the Class R shares in the example below are based on an investment of $1,000 invested as of close of business April 17, 2020 (commencement date) and held through April 30, 2020.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business April 17, 2020 through April 30, 2020 for the Class R shares). Because the actual ending account value and expense information in the example is not based upon a six month period for the Class R shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.

Hypothetical example for comparison purposes

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

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

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

 

     

Beginning

    Account Value    

(11/01/19)

   ACTUAL   

HYPOTHETICAL

(5% annual return before

expenses)

  

    Annualized    

Expense

Ratio

  

Ending
    Account Value    

(04/30/20)1

  

Expenses

    Paid During    

Period2

  

Ending

    Account Value    

(04/30/20)

  

Expenses

    Paid During    

Period3

Class A

   $1,000.00            $733.00            $4.87            $1,019.24            $5.67            1.13%      

Class C

   1,000.00            730.10            7.91            1,015.71            9.22            1.84          

Class R

   1,000.00            1,131.90            0.44            1,018.05            6.87            1.37          

Class Y

   1,000.00            734.10            3.79            1,020.49            4.42            0.88          

Class R6

   1,000.00            734.70            3.02            1,021.38            3.52            0.70          

 

1 

The actual ending account value is based on the actual total return of the Funds for the period November 1, 2019, through April 30, 2020 (as of close of business April 17, 2020, through April 30, 2020 for the Class R shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to each Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year. For the Class R shares actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 11 (as of close of business April 17, 2020, through April 30, 2020)/366. Because the Class R shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.

3 

Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in Class R shares of each Fund and other funds because such data is based on a full six months period.

 

23                     Invesco Small Cap Value Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

 

Federal and State Income Tax

    

Long-term Capital Gain Distributions

     29,462,465    

Qualified Dividend Income*

     100.00  

Corporate Dividends Received Deduction*

     100.00  

U.S. Treasury Obligations*

     0.00  

 

  *

The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

24                     Invesco Small Cap Value Fund


Trustees and Officers

 

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.

 

    Name, Year of Birth and
    Position(s)

    Held with the Trust

 

Trustee      

and/or

Officer

Since

   

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 Trustee

                       

Martin L. Flanagan1 - 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

 

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)

    203     None

 

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.

 

T-1                     Invesco Small Cap Value Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and    
    Position(s)

    Held with the Trust

  

Trustee          

and/or

Officer

Since

  

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

   203    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    203    Board member of the Illinois Manufacturers’ Association

Beth Ann Brown - 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

   203    Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

   203    Member, Board of Directors of Baylor College of Medicine

 

T-2                     Invesco Small Cap Value Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and    
    Position(s)

    Held with the Trust

  

Trustee          

and/or

Officer

Since

  

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)

         

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

   203    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

   229    Insperity, Inc. (formerly known as Administaff) (human resources provider)

Elizabeth Krentzman - 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds    203    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

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    203    Blue Hills Bank; Chairman, 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)

   203    None

 

T-3                     Invesco Small Cap Value Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and    
    Position(s)

    Held with the Trust

  

Trustee          

and/or

Officer

Since

  

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)

         

Joel W. Motley - 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203    Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

   203    Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

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

   203    Federal Reserve Bank of Dallas

Robert C. Troccoli - 1949

Trustee

   2016   

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP

   203    None

Daniel S. Vandivort -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

   203    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

James D. Vaughn - 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

   203    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, Vice Chair and Chair

Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-4                     Invesco Small Cap Value Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and    
    Position(s)

    Held with the Trust

  

Trustee          

and/or

Officer

Since

  

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

Officers     

Sheri Morris - 1964

President, Principal Executive Officer and Treasurer

   2003   

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

   N/A    N/A

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.; 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

   N/A    N/A

 

T-5                     Invesco Small Cap Value Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and    
    Position(s)

    Held with the Trust

  

Trustee          

and/or

Officer

Since

  

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

Officers–(continued)     

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings(Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

   N/A    N/A

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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   N/A    N/A

Kelli Gallegos - 1970

Vice President, Principal Financial Officer and Assistant Treasurer

   2008   

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-6                     Invesco Small Cap Value Fund


Trustees and Officers–(continued)

 

    Name, Year of Birth and    
    Position(s)

    Held with the Trust

  

Trustee          

and/or

Officer

Since

  

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

Officers–(continued)          

Crissie M. Wisdom - 1969

Anti-Money Laundering Compliance Officer

   2013    Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.    N/A    N/A

Todd F. Kuehl - 1969

Chief Compliance Officer

   2020   

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

   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, Suite 1000   Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173   1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 1000   1000 Louisiana Street, Suite 5800
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
Counsel to the Fund   Counsel to the Independent Trustees       Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP   Goodwin Procter LLP   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2005 Market Street, Suite 2600   901 New York Avenue, N.W.   11 Greenway Plaza, Suite 1000   225 Franklin Street
Philadelphia, PA 19103-7018   Washington, D.C. 20001   Houston, TX 77046-1173   Boston, MA 02110-2801

 

T-7                     Invesco Small Cap Value Fund


 

 

LOGO

Go paperless with eDelivery

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

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

 

   

Fund reports and prospectuses

   

Quarterly statements

   

Daily confirmations

   

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

 

LOGO

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.

 

SEC file numbers: 811-03826 and 002-85905

   Invesco Distributors, Inc.    VK-SCV-AR-1


LOGO                                

 

 

Annual Report to Shareholders                                                  April 30,  2020

  

 

Invesco Technology Fund

  

 

Nasdaq:

A: ITYAX C: ITHCX Y: ITYYX Investor: FTCHX R5: FTPIX R6: FTPSX

 

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s web- site, 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.

 


 

Letters to Shareholders

 

LOGO

  Andrew Schlossberg

   Dear Shareholders:
  

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

 

 

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                         Invesco Technology Fund


LOGO

    Bruce Crockett

  

Dear Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

  Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

  Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                         Invesco Technology Fund


 

Management’s Discussion of Fund Performance

 

   

Performance summary

For the fiscal year ended April 30, 2020, Class A shares of Invesco Technology Fund (the Fund), at net asset value (NAV), outperformed the NASDAQ Composite Index, the Fund’s broad market/style-specific benchmark.

Your Fund’s long-term performance appears later in this report.

 

 

 

 

    Fund vs. Indexes        
  Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

    Class A Shares     11.31%  
    Class C Shares     10.47     
    Class Y Shares     11.55     
    Investor Class Shares     11.42     
    Class R5 Shares     11.74     
    Class R6 Shares     11.79     
    NASDAQ Composite Indexq (Broad Market/Style-Specific Index)     10.99     
    Lipper Science & Technology Funds Index (Peer Group Index)     6.22     
   

Source(s): qBloomberg L.P.; Lipper Inc.

 

       

 

 

Market conditions and your Fund

Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico. In addition, economic data showed a slowing domestic and global economy.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019. The US Treasury yield curve inverted several times, increasing fears of a possible US recession. As a result, August saw increased risk aversion, with investors crowding into asset classes perceived as safe havens, such as US Treasuries and gold. However, the Fed’s accommodative tone provided some support for risk assets.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1 Investors were also encouraged by a resilient US economy and corporate earnings, putting the US equity market on track for its largest annual rise since 2013.

During the first quarter of 2020, as the spread of the new coronavirus (COVID-19) disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008. Though the equity market stabilized somewhat toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit. As expected, the US economy reported dismal numbers. At the close of the fiscal year in April, US unemployment numbers continued to climb, with over 30 million Americans seeking unemployment benefits since March 2020.3 In addition, the second gross domestic product estimate for the first quarter of 2020 saw the economy shrink by 5.0%, the sharpest drop since the 2008 financial crisis.2

During the fiscal year, the Fund’s Class A shares, at NAV, posted a double-digit positive return and outperformed the NASDAQ Composite Index, the Fund’s broad market/style-specific benchmark. The Fund’s relative outperformance, at NAV, was driven by entertainment industry holdings, which are largely represented by video game developers within the Fund. The Fund’s lack of exposure to holdings within the banking, communications equipment, media, and hotels, restaurants and leisure industries boosted the Fund’s relative performance, as those industries faced significant headwinds during the fiscal year.

At the individual stock level, Amazon.com was the Fund’s leading absolute contributor for the fiscal year. The e-commerce giant saw

 

substantial growth in the demand for the largest and underpenetrated categories of food and consumables, especially since social distancing efforts increased after COVID-19 and confined consumers to their homes. Additionally, Amazon.com reported strong fundamentals and growth internationally and in its Amazon Web Services (AWS) segment.

Microsoft was also a key absolute contributor during the fiscal year. The software company’s cloud-based product, Azure, continues to grow rapidly and gain market share. Microsoft was awarded the $10 billion Joint Enterprise Defense Infrastructure (JEDI) contract from the US Department of Defense, further strengthening its competitive position. The company’s improved margins combined with strong growth in core server tools also fueled its continued outperformance.

During the fiscal year, another important absolute contributor was Apple. Despite geopolitical trade concerns and slowing global growth, the technology company beat lowered expectations, reported better margins and modestly raised its forward-looking guidance. The anticipation of the 2020 iPhone cycle, which is expected to include 5G capabilities, also helped push Apple’s share price higher during the fiscal year.

Conversely, stock selection in and overweight allocation to the diversified telecommunication services industry was the leading detractor from the Fund’s performance relative to the broad market/style-specific benchmark for the fiscal year. Stock selection in the software, as well as the semiconductors and semiconductor equipment industries, was also a relative detractor, although overweight allocation relative to the broad market/style-specific benchmark helped offset negative performance in these areas. Finally, the Fund’s underweight allocation to the technology hardware, storage and peripherals industry also detracted from relative performance.

Intelsat was the leading detractor from the Fund’s absolute performance and performance relative to the broad market/style-specific benchmark for the fiscal year. The satellite company owns highly valuable C-Band spectrum, which is required for the rollout of 5G in the US and was poised to substantially benefit from a private auction of the C-Band spectrum. However, the Federal Communications Commission surprised investors when it announced that it would pursue a public auction, which negatively impacted In-telsat’s share price during the fiscal year. We exited our position in Intelsat before the close of the fiscal year.

Broadcom also detracted from the Fund’s performance on an absolute basis during the fiscal year. The chip maker’s share price came under pressure following the US ban on component exports to Chinese telecommunication giant Huawei, which impacted profits and lowered revenue expectations. Later in the fiscal year, Broadcom faced additional headwinds as it withdrew guidance as a result of

 

 

4                         Invesco Technology Fund


COVID-19 and reported lower-than-expected profits. We exited our position in Broadcom before the close of the fiscal year.

Software company Palo Alto Networks experienced headwinds during the fiscal year after cash flow expectations were reduced due to shorter billing terms, implying a negative impact on longer term cash flow. In addition, product revenue for Palo Alto Networks also missed expectations over the last two quarters, putting additional pressure on the company’s share price. As such, we exited our position in the company before the close of the fiscal year.

At the close of the fiscal year, the Fund was biased toward growth technology, including medical technology, and away from mature technology. We emphasized innovation, transformative technology and opportunities, which we expect to take market share from mature companies, including the game-changing technologies of mobile, security, cloud and medical technology. Though we expect continued volatility as unemployment rates rise and earnings fall, we are looking for signs of the next market phase. We believe increased testing and effective treatments for COVID-19 will help to address the core problem of the pandemic and we are keeping a close eye on developments. We have eliminated or reduced holdings that have experienced a fundamental hit to demand and have an unclear path to the other side. We are opportunistically adding to companies that we believe are more likely to recover quickly or are positioned to benefit from the crisis and massive stimulus. We remain optimistic about technology spending and companies’ need to invest in more robust security solutions and for future growth. In our opinion, the increased pace of health care innovation will continue to drive attractive long-term growth rates due to successful mapping of the human genome and recent productivity improvements, both of which have fostered faster and more effective targeting of promising therapeutics. We attempt to harness multi-year secular trends, which may benefit long-term investors regardless of near-term economic strength.

As we’ve discussed, stocks remain volatile and we caution investors against making investment decisions based on short-term performance.

We thank you for your commitment to Invesco Technology Fund.

1 Source: US Federal Reserve

2 Source: US Bureau of Economic Analysis

3 Source: The Associated Press

 

 

Portfolio managers:

Janet Luby

Erik Voss - Lead

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.

See important Fund and, if applicable, index disclosures later in this report.

 

 

5                         Invesco Technology Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

 

LOGO

1  Source: Bloomberg L.P.

2  Source: Lipper Inc.

*It is Invesco’s policy to chart the Fund’s oldest share class(es). Because Investor Class shares do not have a sales charge, we also show the oldest share class with a sales charge,     Class C shares.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                         Invesco Technology Fund


Average Annual Total Returns

 

As of 4/30/20, including maximum applicable sales charges

 

 Class A Shares

       

 Inception (3/28/02)

    6.04

 10 Years

    11.91  

   5 Years

    12.25  

   1 Year

    5.19  

 Class C Shares

       

 Inception (2/14/00)

    –0.35

 10 Years

    11.70  

   5 Years

    12.68  

   1 Year

    9.49  

 Class Y Shares

       

 Inception (10/3/08)

    13.95

 10 Years

    12.82  

   5 Years

    13.81  

   1 Year

    11.55  

 Investor Class Shares

       

 Inception (1/19/84)

    10.41

 10 Years

    12.63  

   5 Years

    13.63  

   1 Year

    11.42  

 Class R5 Shares

       

 Inception (12/21/98)

    5.96

 10 Years

    13.14  

   5 Years

    14.04  

   1 Year

    11.74  

 Class R6 Shares

       

 10 Years

    12.69

   5 Years

    13.83  

   1 Year

    11.79  

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

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

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

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

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

 

 

7                         Invesco Technology Fund


 

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

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

Unless otherwise noted, all data provided by Invesco.

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About indexes used in this report

The NASDAQ Composite Index is a broad-based market index of the common stocks and similar securities listed on the Nasdaq stock market.

The Lipper Science & Technology Funds Index is an unmanaged index considered representative of science and technology funds tracked by Lipper.

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

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

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

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less fre

quently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1,

2018 through December 31, 2019 (the “Program Reporting Period”).

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

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

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

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

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

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

 

 

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

 

 

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE

 

 

8                         Invesco Technology Fund


Fund Information

Portfolio Composition

By sector

 

 

% of total net assets

 

Information Technology

      46.76 %

Communication Services

      19.85

Consumer Discretionary

      17.77

Health Care

      12.46

Industrials

      0.82

Money Market Funds Plus Other Assets Less Liabilities

      2.34

Top 10 Equity Holdings*

 

        

% of total net assets

 

  1.

  Amazon.com, Inc.        9.69 %

  2.

  Microsoft Corp.        7.12

  3.

  Apple, Inc.        5.69

  4.

  Facebook, Inc., Class A        5.27

  5.

  Alphabet, Inc., Class A        5.17

  6.

  Alibaba Group Holding Ltd., ADR        5.12

  7.

  Visa, Inc., Class A        2.77

  8.

  PayPal Holdings, Inc.        2.74

  9.

  Applied Materials, Inc.        2.46

10.

  salesforce.com, inc.        2.45

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*

Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

 

 

9                         Invesco Technology Fund


Schedule of Investments(a)

April 30, 2020

 

 

     Shares      Value  

Common Stocks & Other Equity Interests-97.66%

 

Application Software-8.88%

    

Adobe, Inc.(b)

    40,490      $ 14,318,884  

Citrix Systems, Inc.

    35,901        5,206,004  

RingCentral, Inc., Class A(b)

    40,465        9,247,466  

salesforce.com, inc.(b)

    170,597        27,628,184  

Splunk, Inc.(b)

    168,007        23,581,323  

Synopsys, Inc.(b)

    127,126        19,974,037  
               99,955,898  

Biotechnology-0.47%

    

Moderna, Inc.(b)

    114,620        5,271,374  

Consumer Electronics-1.41%

    

Sony Corp. (Japan)

    248,200        15,923,317  

Data Processing & Outsourced Services-11.05%

 

  

Fidelity National Information Services, Inc.

    118,965        15,690,294  

Fiserv, Inc.(b)

    215,790        22,239,317  

Mastercard, Inc., Class A

    88,805        24,418,711  

PayPal Holdings, Inc.(b)

    251,067        30,881,241  

Visa, Inc., Class A

    174,144        31,123,016  
               124,352,579  

Health Care Equipment-6.39%

    

Abbott Laboratories

    131,924        12,148,881  

Boston Scientific Corp.(b)

    531,363        19,915,485  

DexCom, Inc.(b)

    34,226        11,472,555  

Intuitive Surgical, Inc.(b)

    21,301        10,882,255  

Teleflex, Inc.

    52,316        17,546,787  
               71,965,963  

Health Care Technology-0.16%

    

Teladoc Health, Inc.(b)

    11,304        1,860,525  

Interactive Home Entertainment-6.99%

 

  

Activision Blizzard, Inc.

    329,915        21,025,483  

Electronic Arts, Inc.(b)

    128,628        14,697,035  

Nintendo Co. Ltd. (Japan)

    28,000        11,595,970  

Sea Ltd., ADR (Taiwan)(b)

    382,277        21,246,956  

Take-Two Interactive Software, Inc.(b)

    83,279        10,080,923  
               78,646,367  

Interactive Media & Services-11.50%

 

  

Alphabet, Inc., Class A(b)

    43,165        58,130,305  

Alphabet, Inc., Class C(b)

    8,873        11,966,660  

Facebook, Inc., Class A(b)

    290,004        59,366,719  
               129,463,684  

Internet & Direct Marketing Retail-16.36%

 

  

Alibaba Group Holding Ltd., ADR (China)(b)

    284,324        57,623,945  

Amazon.com, Inc.(b)

    44,100        109,103,400  

Booking Holdings, Inc.(b)

    11,777        17,436,673  
               184,164,018  
     Shares      Value  

Life Sciences Tools & Services-4.70%

 

  

10X Genomics, Inc., Class A(b)

    154,170      $ 12,313,558  

Illumina, Inc.(b)

    47,157        15,044,498  

IQVIA Holdings, Inc.(b)

    89,318        12,735,854  

Thermo Fisher Scientific, Inc.

    38,364        12,839,663  
               52,933,573  

Managed Health Care-0.73%

    

UnitedHealth Group, Inc.

    28,101        8,218,699  

Movies & Entertainment-1.36%

    

Netflix, Inc.(b)

    36,596        15,364,831  

Semiconductor Equipment-3.45%

    

Applied Materials, Inc.

    557,532        27,698,190  

ASML Holding N.V., New York Shares (Netherlands)

    38,521        11,110,612  
               38,808,802  

Semiconductors-8.30%

    

NVIDIA Corp.

    92,452        27,021,871  

QUALCOMM, Inc.

    224,770        17,682,656  

Semtech Corp.(b)

    555,577        25,134,303  

Silicon Motion Technology Corp., ADR (Taiwan)

    538,590        23,665,645  
               93,504,475  

Systems Software-9.40%

    

Microsoft Corp.

    446,903        80,089,486  

ServiceNow, Inc.(b)

    73,107        25,700,035  
               105,789,521  

Technology Hardware, Storage & Peripherals-5.69%

 

Apple, Inc.

    217,965        64,038,117  

Trucking-0.82%

    

Lyft, Inc., Class A(b)

    280,244        9,200,411  

Total Common Stocks & Other Equity Interests (Cost $532,079,848)

 

     1,099,462,154  

Money Market Funds-1.37%

    

Invesco Government & Agency Portfolio, Institutional Class, 0.20%(c)(d)

    5,087,629        5,087,629  

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(c)(d)

    4,498,238        4,500,938  

Invesco Treasury Portfolio, Institutional Class, 0.10%(c)(d)

    5,814,433        5,814,433  

Total Money Market Funds (Cost $15,398,617)

 

     15,403,000  

TOTAL INVESTMENTS IN SECURITIES-99.03%
(Cost $547,478,465)

 

     1,114,865,154  

OTHER ASSETS LESS LIABILITIES-0.97%

 

     10,925,069  

NET ASSETS-100.00%

           $ 1,125,790,223  
 

 

Investment Abbreviations:

ADR - American Depositary Receipt

 

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

 

10                         Invesco Technology Fund


Notes to Schedule of Investments:

 

(a) 

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

(b) 

Non-income producing security.

(c) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

     Value
April 30, 2019
  

Purchases

at Cost

   Proceeds
from Sales
   Change in
Unrealized
Appreciation
   Realized
Gain
(Loss)
  

Value

April 30, 2020

   Dividend
Income

Investments in Affiliated Money Market Funds:

                                 

Invesco Government & Agency Portfolio, Institutional Class

      $2,054,969        $  90,436,303        $  (87,403,643        $        -        $        -        $  5,087,629        $  69,274

Invesco Liquid Assets Portfolio, Institutional Class

      1,467,027        65,998,897        (62,964,218 )        4,374        (5,142 )        4,500,938        56,777

Invesco Treasury Portfolio, Institutional Class

      2,314,434        103,355,774        (99,855,775 )        -        -        5,814,433        76,572
Investments Purchased with Cash Collateral from Securities on Loan:                                  

Invesco Government & Agency Portfolio, Institutional Class

      2,798,835        68,651,770        (71,450,605 )        -        -        -        239,687

Invesco Liquid Assets Portfolio, Institutional Class

      932,945        21,999,260        (22,933,158 )        -        953        -        45,748

Total

      $9,568,210        $350,442,004        $(344,607,399        $4,374        $(4,189        $15,403,000        $488,058

 

(d) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

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

 

11                         Invesco Technology Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

 

Investments in securities, at value

    (Cost $532,079,848)

 

 

$  1,099,462,154

 

Investments in affiliated money market funds, at value

    (Cost $15,398,617)

 

 

15,403,000

 

Foreign currencies, at value (Cost $293)

    293  

Receivable for:

 

Investments sold

    10,717,203  

Fund shares sold

    1,366,672  

Dividends

    490,425  

Investment for trustee deferred compensation and retirement plans

    204,652  

Other assets

    55,467  

Total assets

    1,127,699,866  

Liabilities:

 

Payable for:

 

Dividends

    182  

Fund shares reacquired

    841,385  

Amount due custodian

    35,741  

Accrued fees to affiliates

    536,225  

Accrued trustees’ and officers’ fees and benefits

    269  

Accrued other operating expenses

    268,342  

Trustee deferred compensation and retirement plans

    227,499  

Total liabilities

    1,909,643  

Net assets applicable to shares outstanding

    $  1,125,790,223  

Net assets consist of:

 

Shares of beneficial interest

    $     551,599,688  

Distributable earnings

    574,190,535  
      $  1,125,790,223  

Net Assets:

 

Class A

    $  572,351,195  

Class C

    $    32,722,887  

Class Y

    $    36,340,564  

Investor Class

    $  483,563,498  

Class R5

    $         266,655  

Class R6

    $         545,424  

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

 

Class A

    11,367,112  

Class C

    852,606  

Class Y

    706,318  

Investor Class

    9,646,531  

Class R5

    4,359  

Class R6

    8,910  

Class A:

 

Net asset value per share

    $             50.35  

Maximum offering price per share

    (Net asset value of $50.35 ÷ 94.50%)

 

 

$             53.28

 

Class C:

 

Net asset value and offering price per share

    $             38.38  

Class Y:

 

Net asset value and offering price per share

    $             51.45  

Investor Class:

 

Net asset value and offering price per share

    $             50.13  

Class R5:

 

Net asset value and offering price per share

    $             61.17  

Class R6:

 

Net asset value and offering price per share

    $             61.21  
 

 

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

 

12                         Invesco Technology Fund


Statement of Operations

For the year ended April 30, 2020    

 

Investment income:

 

Dividends (net of foreign withholding taxes of $68,429)

    $    5,498,385  

Dividends from affiliated money market funds (includes securities lending income of $285,435)

    488,058  

Total investment income

    5,986,443  

Expenses:

 

Advisory fees

    6,437,547  

Administrative services fees

    138,281  

Custodian fees

    7,430  

Distribution fees - Class A

    1,119,295  

Distribution fees - Class C

    280,843  

Distribution fees - Investor Class

    716,734  

Transfer agent fees - A, C, Y and Investor

    2,282,113  

Transfer agent fees - R5

    262  

Transfer agent fees - R6

    322  

Trustees’ and officers’ fees and benefits

    27,473  

Registration and filing fees

    91,294  

Reports to shareholders

    142,033  

Professional services fees

    75,793  

Other

    68,825  

Total expenses

    11,388,245  

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

    (41,267

Net expenses

    11,346,978  

Net investment income (loss)

    (5,360,535

Realized and unrealized gain (loss) from:

 

Net realized gain from:

 

Investment securities (includes net gains from securities sold to affiliates of $1,254,733)

    49,487,774  

Foreign currencies

    15,610  
      49,503,384  

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    64,330,785  

Foreign currencies

    (19,404
      64,311,381  

Net realized and unrealized gain

    113,814,765  

Net increase in net assets resulting from operations

    $108,454,230  

 

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

 

13                         Invesco Technology Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

     2020      2019  

Operations:

    

Net investment income (loss)

  $ (5,360,535    $ (6,282,149

Net realized gain

    49,503,384        81,193,597  

Change in net unrealized appreciation

    64,311,381        51,310,916  

Net increase in net assets resulting from operations

    108,454,230        126,222,364  

Distributions to shareholders from distributable earnings:

    

Class A

    (41,438,833      (29,341,022

Class C

    (3,289,057      (4,044,783

Class Y

    (2,853,254      (2,636,792

Investor Class

    (43,656,636      (33,562,031

Class R5

    (22,015      (14,556

Class R6

    (39,211      (2,866

Total distributions from distributable earnings

    (91,299,006      (69,602,050

Share transactions–net:

    

Class A

    118,730,288        38,822,626  

Class C

    4,966,683        (10,928,886

Class Y

    3,289,110        4,471,260  

Investor Class

    1,069,484        (1,318,955

Class R5

    (7,732      79,006  

Class R6

    60,237        357,314  

Net increase in net assets resulting from share transactions

    128,108,070        31,482,365  

Net increase in net assets

    145,263,294        88,102,679  

Net assets:

    

Beginning of year

    980,526,929        892,424,250  

End of year

  $ 1,125,790,223      $ 980,526,929  

 

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

 

14                         Invesco Technology Fund


Financial Highlights

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

 

     Net asset
value,
beginning
of period
  Net
investment
income
(loss)(a)
  Net gains
(losses)
on securities
(both
realized and
unrealized)
  Total from
investment
operations
  Distributions
from net
realized
gains
  Net asset
value, end
of period
  Total
return (b)
  Net assets,
end of period
(000’s omitted)
  Ratio of
expenses
to average
net assets
with fee waivers
and/or
expenses
absorbed
  Ratio of
expenses
to average net
assets without
fee waivers
and/ or
expenses
absorbed
  Ratio of net
investment
income
(loss)
to average
net assets
  Portfolio
turnover (c)

Class A

                                               

Year ended 04/30/20

    $ 49.68     $ (0.29 )     $ 5.71     $ 5.42     $ (4.75 )     $ 50.35       11.31 %     $ 572,351       1.19 %(d)       1.19 %(d)       (0.58 )%(d)       38 %

Year ended 04/30/19

      46.98       (0.34 )       6.66       6.32       (3.62 )       49.68       14.87       443,050       1.23       1.23       (0.71 )       48

Year ended 04/30/18

      39.78       (0.29 )       9.31       9.02       (1.82 )       46.98       22.94       377,444       1.27       1.28       (0.63 )       47

Year ended 04/30/17

      32.99       (0.23 )       9.39       9.16       (2.37 )       39.78       28.80       310,505       1.43       1.43       (0.65 )       49

Year ended 04/30/16

      37.86       (0.26 )       (2.09 )       (2.35 )       (2.52 )       32.99       (6.83 )       279,234       1.39       1.39       (0.70 )       46

Class C

                                               

Year ended 04/30/20

      39.21       (0.51 )       4.43       3.92       (4.75 )       38.38       10.47       32,723       1.94 (d)        1.94 (d)        (1.33 )(d)       38

Year ended 04/30/19

      38.15       (0.57 )       5.25       4.68       (3.62 )       39.21       13.98       28,217       1.98       1.98       (1.46 )       48

Year ended 04/30/18

      32.84       (0.51 )       7.64       7.13       (1.82 )       38.15       22.02       39,954       2.02       2.03       (1.38 )       47

Year ended 04/30/17

      27.80       (0.42 )       7.83       7.41       (2.37 )       32.84       27.85       29,930       2.18       2.18       (1.40 )       49

Year ended 04/30/16

      32.53       (0.45 )       (1.76 )       (2.21 )       (2.52 )       27.80       (7.53 )       27,898       2.14       2.14       (1.45 )       46

Class Y

                                               

Year ended 04/30/20

      50.55       (0.17 )       5.82       5.65       (4.75 )       51.45       11.57       36,341       0.94 (d)        0.94 (d)        (0.33 )(d)       38

Year ended 04/30/19

      47.62       (0.22 )       6.77       6.55       (3.62 )       50.55       15.16       32,658       0.98       0.98       (0.46 )       48

Year ended 04/30/18

      40.21       (0.18 )       9.41       9.23       (1.82 )       47.62       23.22       27,364       1.02       1.03       (0.38 )       47

Year ended 04/30/17

      33.24       (0.14 )       9.48       9.34       (2.37 )       40.21       29.13       17,205       1.18       1.18       (0.40 )       49

Year ended 04/30/16

      38.04       (0.17 )       (2.11 )       (2.28 )       (2.52 )       33.24       (6.61 )       9,256       1.14       1.14       (0.45 )       46

Investor Class

                                               

Year ended 04/30/20

      49.44       (0.24 )       5.68       5.44       (4.75 )       50.13       11.41 (e)        483,563       1.09 (d)(e)        1.09 (d)(e)        (0.48 )(d)(e)       38

Year ended 04/30/19

      46.71       (0.28 )       6.63       6.35       (3.62 )       49.44       15.02 (e)        475,857       1.11 (e)        1.11 (e)        (0.59 )(e)       48

Year ended 04/30/18

      39.53       (0.25 )       9.25       9.00       (1.82 )       46.71       23.03 (e)        447,456       1.19 (e)        1.20 (e)        (0.55 )(e)       47

Year ended 04/30/17

      32.78       (0.21 )       9.33       9.12       (2.37 )       39.53       28.86 (e)        384,283       1.35 (e)        1.35 (e)        (0.57 )(e)       49

Year ended 04/30/16

      37.60       (0.22 )       (2.08 )       (2.30 )       (2.52 )       32.78       (6.73 )(e)       330,298       1.30 (e)        1.30 (e)        (0.61 )(e)       46

Class R5

                                               

Year ended 04/30/20

      59.18       (0.12 )       6.86       6.74       (4.75 )       61.17       11.74       267       0.81 (d)        0.81 (d)        (0.20 )(d)       38

Year ended 04/30/19

      55.03       (0.16 )       7.93       7.77       (3.62 )       59.18       15.34       263       0.81       0.81       (0.29 )       48

Year ended 04/30/18

      46.14       (0.11 )       10.82       10.71       (1.82 )       55.03       23.44       163       0.85       0.85       (0.21 )       47

Year ended 04/30/17

      37.74       (0.05 )       10.82       10.77       (2.37 )       46.14       29.45       132       0.92       0.92       (0.14 )       49

Year ended 04/30/16

      42.75       (0.08 )       (2.41 )       (2.49 )       (2.52 )       37.74       (6.36 )       465       0.87       0.87       (0.18 )       46

Class R6

                                               

Year ended 04/30/20

      59.20       (0.10 )       6.86       6.76       (4.75 )       61.21       11.77       545       0.77 (d)        0.77 (d)        (0.16 )(d)       38

Year ended 04/30/19

      55.04       (0.15 )       7.93       7.78       (3.62 )       59.20       15.36       483       0.80       0.80       (0.28 )       48

Year ended 04/30/18

      46.14       (0.11 )       10.83       10.72       (1.82 )       55.04       23.47       42       0.85       0.85       (0.21 )       47

Year ended 04/30/17(f)

      44.75       (0.00 )       1.39       1.39             46.14       3.10       10       0.89 (g)        0.89 (g)        (0.11 )(g)       49

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended April 30, 2020, the portfolio turnover calculation excludes the value of securities purchased of $50,768,823 in connection with the acquisition of Invesco Technology Sector Fund into the Fund.

(d) 

Ratios are based on average daily net assets (000’s omitted) of $447,718, $28,084, $33,554, $469,552 , $264 and $534 for Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.

(e) 

The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.15%, 0.13%, 0.17%, 0.17% and 0.16% for the years ended April 30, 2020, 2019, 2018, 2017 and 2016, respectively.

(f) 

Commencement date of April 4, 2017.

(g) 

Annualized.

 

15                         Invesco Technology Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Technology 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 the Fund or each class.

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

The Fund currently consists of six different classes of shares: Class A, Class C, Class Y, Investor Class, Class R5 and Class R6. Class Y and Investor Class 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 Y, Investor Class, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for ten years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the tenth anniversary after a purchase of Class C shares.

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment

 

16                         Invesco Technology Fund


securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

    

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

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

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

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

J.

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

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

 

17                         Invesco Technology Fund


K.

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

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

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

L.

Other Risks - The Fund’s investments are concentrated in a comparatively narrow segment of the economy, which may make the Fund more volatile.

Many products and services offered in technology-related industries are subject to rapid obsolescence, which may lower the value of the issuers in this sector.

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”). Effective April 17, 2020, under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate  

First $ 500 million

     0.670%  

Next $500 million

     0.640%  

Next $1 billion

     0.520%  

Next $2 billion

     0.450%  

Next $2 billion

     0.400%  

Next $2 billion

     0.375%  

Over $8 billion

     0.350%  

Prior to April 17, 2020, the Fund accrued daily and paid monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets    Rate  

First $ 350 million

     0.750%  

Next $350 million

     0.650%  

Next $1.3 billion

     0.550%  

Next $2 billion

     0.450%  

Next $2 billion

     0.400%  

Next $2 billion

     0.375%  

Over $8 billion

     0.350%  

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.66%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

Effective April 17, 2020, the Adviser has contractually agreed, through at least April 30, 2021, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares to 1.22%, 1.92%, 0.97%, 1.22%, 0.97% and 0.97%, respectively, of average daily net assets (the “expense limits”). Prior to April 17, 2020, the Adviser had contractually agreed, through at least June 30, 2020, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed above) of Class A, Class C, Class Y, Investor Class, Class R5 and Class R6 shares to 2.00%, 2.75%, 1.75%, 2.00%, 1.75% and 1.75%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or nonroutine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on April 30, 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. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $13,235.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as

 

18                         Invesco Technology Fund


fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class Y, Investor Class, 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 Investor Class shares (collectively, the “Plans”). The Fund, pursuant to the Plans, reimburses IDI for its allocated share of expenses incurred for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Class A shares, up to 1.00% of the average daily net assets of Class C shares, and up to 0.25% of the average daily net assets of Investor Class shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended April 30, 2020, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $92,581 in front-end sales commissions from the sale of Class A shares and $416 and $2,575 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $1,481 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

NOTE 3–Additional Valuation Information

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

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

The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

  Level 1 Level 2     Level 3 Total

Investments in Securities

Common Stocks & Other Equity Interests

  $1,071,942,867   $27,519,287   $–   $1,099,462,154

Money Market Funds

  15,403,000       15,403,000

    Total Investments

  $1,087,345,867   $27,519,287   $–   $1,114,865,154

NOTE 4–Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended April 30, 2020, the Fund engaged in securities sales of $2,124,915, which resulted in net realized gains of $1,254,733.

NOTE 5–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $28,032.

NOTE 6–Trustees’ and Officers’ Fees and Benefits

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

 

19                         Invesco Technology Fund


NOTE 7–Cash Balances

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

NOTE 8–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020              2019              

Long-term capital gain

    $91,299,006        $69,602,050  

Tax Components of Net Assets at Period-End:

    
             2020              

Undistributed long-term capital gain

             $     13,458,625  

Net unrealized appreciation – investments

             563,048,256  

Net unrealized appreciation - foreign currencies

             1,195  

Temporary book/tax differences

             (206,458

Late-Year ordinary loss deferral

             (2,111,083

Shares of beneficial interest

             551,599,688  

Total net assets

             $1,125,790,223  

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund does not have a capital loss carryforward as of April 30, 2020.

NOTE 9–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 April 30, 2020 was $367,757,937 and $434,631,754, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis       

Aggregate unrealized appreciation of investments

 

 

$567,633,024

 

Aggregate unrealized (depreciation) of investments

 

 

(4,584,768

Net unrealized appreciation of investments

 

 

$563,048,256

 

Cost of investments for tax purposes is $551,816,898.

NOTE 10–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of net operating loss, on April 30, 2020, undistributed net investment income (loss) was increased by $5,702,947, undistributed net realized gain was decreased by $21,387 and shares of beneficial interest was decreased by $5,681,560. Further, as a result of tax deferrals acquired in the reorganization of Invesco Technology Sector Fund into the Fund, undistributed net investment income (loss) was decreased by $199,307, undistributed net realized gain was decreased by $259,732 and shares of beneficial interest was increased by $459,039. These reclassifications had no effect on the net assets of the Fund.

NOTE 11–Share Information    

 

     Summary of Share Activity  
    

Year ended

April 30, 2020(a)

        

Year ended

April 30, 2019

 
     Shares      Amount           Shares      Amount  

Sold:

            

Class A

    1,342,876        $  64,521,441                 1,165,594        $  57,202,175  

Class C

    275,787        10,322,732            304,477        12,186,625  

Class Y

    454,191        22,597,462            345,911        17,105,926  

Investor Class

    357,306        17,095,081            352,388        17,112,863  

Class R5

    989        58,491            1,638        92,014  

Class R6

    5,036        294,925            7,888        384,606  

 

20                         Invesco Technology Fund


             Summary of Share Activity          
    Year ended
April 30, 2020(a)
    

Year ended

April 30, 2019

 
     Shares      Amount      Shares      Amount  

Issued as reinvestment of dividends:

          

Class A

    815,214        $   39,407,436        669,047        $   28,086,552  

Class C

    83,701        3,093,603        115,840        3,849,363  

Class Y

    51,986        2,566,017        57,091        2,436,631  

Investor Class

    859,801        41,356,437        774,274        32,333,688  

Class R5

    349        20,491        268        13,395  

Class R6

    638        37,433        41        2,057  

Automatic conversion of Class C shares to Class A shares:

          

Class A

    47,082        2,309,544        374,011        16,430,312  

Class C

    (60,747      (2,309,544      (472,845      (16,430,312

Issued in connection with acquisitions:(b)

          

Class A

    1,874,069        91,992,978        -        -  

Class C

    43,497        1,628,182        -        -  

Class Y

    95,840        4,807,496        -        -  

Reacquired:

          

Class A

    (1,630,997      (79,501,111      (1,324,107      (62,896,413

Class C

    (209,207      (7,768,290      (275,231      (10,534,562

Class Y

    (541,778      (26,681,865      (331,510      (15,071,297

Investor Class

    (1,196,418      (57,382,034      (1,079,268      (50,765,506

Class R5

    (1,419      (86,714      (436      (26,403

Class R6

    (4,917      (272,121      (544      (29,349

Net increase in share activity

    2,662,879        $128,108,070        684,527        $ 31,482,365  

 

(a) 

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 20% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b) 

After the close of business on April 17, 2020, the Fund acquired all the net assets of Invesco Technology Sector Fund (the “Target Fund”) pursuant to a plan of reorganization approved by the Board of Trustees of the Fund on February 14, 2020. The reorganization was executed in order to reduce overlap and increase efficiencies in the Adviser’s product line. The acquisition was accomplished by a tax-free exchange of 2,013,406 shares of the Fund for 4,100,576 shares outstanding of the Target Fund as of the close of business on April 17, 2020. Shares of the Target Fund were exchanged for the like class of shares of the Fund, based on the relative net asset value of the Target Fund to the net asset value of the Fund on the close of business, April 17, 2020. The Target Fund’s net assets as of the close of business on April 17, 2020 of $98,428,656, including $46,078,157 of unrealized appreciation, were combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $997,498,351 and $1,095,927,007 immediately after the acquisition.

The pro forma results of operations for the year ended April 30, 2020 assuming the reorganization had been completed on May 1, 2019, the beginning of the annual reporting period are as follows:

 

Net investment income (loss)

  $ (5,922,338

Net realized/unrealized gains

    122,298,993  

Change in net assets resulting from operations

  $ 116,376,655  

As the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Target Fund that has been included in the Fund’s Statement of Operations since April 18, 2020.

NOTE 12—Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

21                         Invesco Technology Fund


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Technology Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Technology Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

22                         Invesco Technology Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

 

    

Beginning    
Account Value    
(11/01/19)    

   ACTUAL     

HYPOTHETICAL

(5% annual return before

expenses)

    

Annualized        
Expense        
Ratio         

   Ending    
Account Value    
(04/30/20)1     
     Expenses    
Paid During    
Period2     
     Ending        
Account Value        
(04/30/20)         
     Expenses        
Paid During        
Period2         
Class A   $1,000.00        $1,086.60          $6.07          $1,019.05              $5.87              1.17%      
Class C     1,000.00          1,082.60            9.94            1,015.32                9.62              1.92         
Class Y     1,000.00          1,088.00            4.78            1,020.29                4.62              0.92         
Investor Class         1,000.00          1,087.50            5.29            1,019.79                5.12              1.02         
Class R5     1,000.00          1,088.80            4.21            1,020.84                4.07              0.81         
Class R6     1,000.00          1,088.90            3.95            1,021.08                3.82              0.76         

 

1 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year.

 

23                         Invesco Technology Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

 

  Federal and State Income Tax  
  Long-Term Capital Gain Distributions     $91,299,006  
  Qualified Dividend Income*     0
  Corporate Dividends Received Deduction*     0
  U.S. Treasury Obligations*     0

 

  *

The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

24                         Invesco Technology Fund


Trustees and Officers

 

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.

 

Name, Year of Birth and

Position(s)

Held with the Trust

  Trustee and/
or Officer
Since
 

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 Trustee                
Martin L. Flanagan1 – 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

 

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)

  203   None

 

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.

 

T-1                         Invesco Technology Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and
     Position(s)
     Held with the Trust
 

Trustee

and/or

Officer
Since                

  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

  203   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

  203   Board member of the Illinois Manufacturers’ Association

Beth Ann Brown - 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

  203   Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  203   Member, Board of Directors of Baylor College of Medicine

 

T-2                         Invesco Technology Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and
     Position(s)
     Held with the Trust
 

Trustee

and/or

Officer
Since                

  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)            
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

  203   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

  229   Insperity, Inc. (formerly known as Administaff) (human resources provider)
Elizabeth Krentzman - 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds   203   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
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   203   Blue Hills Bank; Chairman, 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)

  203   None

 

T-3                         Invesco Technology Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and
     Position(s)
     Held with the Trust
 

Trustee

and/or

Officer
Since                

  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)
Joel W. Motley - 1952
Trustee
  2019  

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

  203   Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

  203   Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)
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

  203   Federal Reserve Bank of Dallas
Robert C. Troccoli - 1949
Trustee
  2016  

Retired

 

Formerly: Adjunct Professor, University of Denver - Daniels College of Business; Senior Partner, KPMG LLP

  203   None
Daniel S. Vandivort - 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

  203   Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds
James D. Vaughn - 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

  203   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, Vice Chair and Chair Designate
  2017  

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

  203   ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-4                         Invesco Technology Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since

 

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

Officers                    

Sheri Morris – 1964

President, Principal Executive

Officer and Treasurer

  2003  

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

   

 

  N/A   N/A

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.; 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

   

 

  N/A   N/A

 

T-5                         Invesco Technology Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since

 

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

Officers–(continued)                        

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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings(Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

   

 

 

 

 

 

  N/A   N/A

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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   

 

 

 

 

 

  N/A   N/A

Kelli Gallegos – 1970

Vice President, Principal

Financial Officer and Assistant Treasurer

  2008  

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-6                         Invesco Technology Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and

Position(s)

Held with the Trust

 

Trustee

and/or
Officer

Since

 

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

Officers–(continued)                

Crissie M. Wisdom – 1969

Anti-Money Laundering

Compliance Officer

  2013  

Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.

 

  N/A   N/A

Todd F. Kuehl – 1969

Chief Compliance Officer

  2020  

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

 

  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, Suite 1000

Houston, TX 77046-1173

 

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

  

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

  

PricewaterhouseCoopers LLP

1000 Louisiana Street, Suite 5800

Houston, TX 77002-5678

Counsel to the Fund   Counsel to the Independent Trustees    Transfer Agent    Custodian

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

  

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

  

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-7                         Invesco Technology Fund


 

 

LOGO

Go paperless with eDelivery

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

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

Fund reports and prospectuses

Quarterly statements

Daily confirmations

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

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

  

 

LOGO

 

SEC file numbers: 811-03826 and 002-85905   Invesco Distributors, Inc.    I-TEC-AR-1


LOGO   

 

 

Annual Report to Shareholders                                              April 30, 2020

  

 

Invesco Value Opportunities Fund

  

 

Nasdaq:

A: VVOAX C: VVOCX R: VVORX Y: VVOIX R5: VVONX R6: VVOSX

LOGO

 

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 or from your financial intermediary, such as a broker-dealer or bank. 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.

 


 

Letters to Shareholders

 

 

LOGO         

 

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period.

Global equities and fixed-income securities faced a tumultuous environment during the reporting period. This was particularly true in the later stages of the period as a pandemic gripped the world and unsettled markets. At the onset of the reporting period, global equity markets were buoyed by a more accommodative stance from central banks. Despite US-China trade concerns and signs of slowing global growth, which led to some market volatility along the way, the second and third quarters of 2019 were relatively calm. In the final months of 2019, better-than-expected third quarter corporate earnings and initial agreement of the phase one US-China trade deal provided a favorable backdrop for equities and impressive fourth quarter global equity returns.

The first quarter of 2020 proved to be a wild roller-coaster ride as the year began with US investors treated to equity gains culminating in record highs on February 19, 2020. The first half of the quarter, however, belied the impact the coronavirus (COVID-19) would have on markets in a world faced with shuttered businesses and global lockdowns. Equity markets began to sell off in late February and plummeted in March. The speed and depth of market declines and reversals during the month made March 2020 one of the most volatile months on record. While equities languished, government bonds largely performed as expected as central banks cut interest rates, which lowered bond yields but sent bond prices soaring. Like equities, however, corporate bond prices fell due to the impact of diminished corporate profits. Commodity prices, sans gold, largely declined during the first quarter. Oil prices suffered steep declines losing more than half their value in March amid a demand slump due to both COVID-19 and a supply glut from the Russia-Saudi Arabi oil-price war.

In response to the financial and economic hardships caused by the pandemic, central banks and governments around the world responded with fiscal and monetary stimulus. The US Federal Reserve cut interest rates to near zero (0.00-0.25%) and announced an unprecedented quantitative easing program. The US administration also passed a $2.2 trillion economic-relief package – the largest in US history. Most major economies outside of the US provided liquidity in the bond and equity markets in the form of fiscal policy and quantitative easing.

Massive global fiscal and monetary responses prompted a significant market rebound in April, with the S&P 500 Index recording one of its best monthly performances ever, despite macroeconomic data that illustrated the enormous economic cost of the shutdowns – more than 30 million US workers have lost their jobs and the US economy contracted at a 5.0% annualized rate (second estimate) for the first quarter of 2020. The final month of the reporting period also proved less volatile than March as markets attempted to normalize. As markets and investors attempt to adapt to a new normal, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and overseas equity and fixed income markets.

Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. Financial advisers can also offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 959 4246.

All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.

Sincerely,

 

LOGO

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

 

2                         Invesco Value Opportunities Fund


LOGO         

 

  

Dear Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

  Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

  Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

  Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

   

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                         Invesco Value Opportunities Fund


 

Management’s Discussion of Fund Performance

 

 

Performance summary

For the fiscal year ended April 30, 2020, Class A shares of Invesco Value Opportunities Fund (the Fund), at net asset value (NAV), underperformed the S&P 1500 Value Index, the Fund’s style-specific benchmark.

Your Fund’s long-term performance appears later in this report.

 

Fund vs. Indexes

Total returns, April 30, 2019 to April 30, 2020, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

  

Fund’s performance versus the S&P 1500 Value Index as these sectors performed well for much of the fiscal year. The Fund’s overweight allocation to energy and underweight allocation to health care also hurt relative returns. Select holdings within the materials and consumer discretionary sectors contributed the most to the Fund’s overall performance, while select holdings in the financials and materials sectors were the largest detractors.

Materials companies Crown Holdings and Eastman Chemical were the largest contributors to the Fund’s overall performance during the fiscal year. Crown Holdings is one of the largest manufacturers of aluminum beverage and metal food cans in the world. Shares of the company performed well for much of the fiscal year due to stronger end market demand. However, we exited our position in Crown Holdings before the close of the fiscal year. Eastman Chemical was a new purchase for the Fund during the first quarter of 2020. The company is a global specialty materials company that produces a broad range of products found in items people use every day. Consumer discretionary company Aptiv was also a top contributor to the Fund’s performance during the fiscal year and a new purchase for the Fund during the first quarter of 2020. Aptiv is an auto parts company with technology focused on making mobility safer, greener and more connected.

Financial services companies MGIC Investment and Radian Group were among the largest detractors from the Fund’s overall performance during the fiscal year. MGIC Investment is a private mortgage insurance company whose shares declined along with other financial stocks exposed to consumer credit toward the end of the fiscal year. Radian Group also provides mortgage insurance and services to the real estate and mortgage finance industries. The company’s shares also fell during the market turmoil in the first quarter of 2020. Materials company Allegheny Technologies was another large detractor from the Fund’s performance during the fiscal year. The company manufactures specialty metal alloys for aerospace, energy, medical and industrial markets. We sold our position in Allegheny Technologies before the close of the fiscal year to fund what we believed to be more attractive investment opportunities elsewhere.

We believe the single most important indicator of how the Fund is positioned for potential future success is not our recent investment results or popular statistical measures, but rather the difference between current market prices and the Fund’s estimated intrinsic value–the aggregate business value of the portfolio based on our estimate of intrinsic value for each individual holding.

At the end of the fiscal year, the difference between the market price and the estimated intrinsic value of the Fund was very attractive, according to our estimation. While there is no

Class A Shares*

  

-25.02%  

Class C Shares*

  

-25.48     

Class R Shares*

  

-25.16     

Class Y Shares*

  

-24.82     

Class R5 Shares*

  

-24.65     

Class R6 Shares*

  

-24.61     

S&P 500 Indexq (Broad Market Index)

  

0.86     

S&P 1500 Value Indexq (Style-Specific Index)

  

-8.19     

Lipper Multi-Cap Value Funds Index (Peer Group Index)

  

-15.45     

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

    

*Performance includes litigation proceeds. Had these proceeds not been received, total returns would have been lower.

 

 

 

Market conditions and your Fund

The fiscal year proved to be another increasingly volatile period for US equities. Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1

During the first quarter of 2020, as the spread of the new coronavirus disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning

  

 

in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008. Though the equity market stabilized somewhat toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit.

Within the S&P 1500 Value Index, sector performance was mixed during the fiscal year. The health care and information technology sectors posted double-digit gains, while the energy, consumer discretionary, financials and industrials sectors posted the biggest losses.

During the fiscal year, we continued to use our intrinsic value strategy, seeking to create wealth by maintaining a long-term investment horizon and investing in companies selling at a significant discount to our estimate of their intrinsic value. We believe intrinsic value represents the fair economic worth of a business. Since our application of this strategy is highly disciplined and relatively unique, it is important to understand the benefits and limitations of our process. First, the investment strategy is intended to preserve your capital while growing it at above-market rates over the long term. Second, our investments have little in common with popular stock market indexes and most of our peers. And third, the Fund’s short-term relative performance will naturally be different from stock market indexes and peers since we typically structure the Fund’s portfolio significantly differently than these benchmarks.

Drivers of Fund performance were mainly stock-specific during the fiscal year. However, the Fund’s lack of or minimal exposure to the more defensive/yield-oriented sectors, such as consumer staples and utilities, hurt the

 

4                         Invesco Value Opportunities Fund


assurance that market value will ever reflect our estimate of the Fund’s intrinsic value, we believe the gap between price and estimated intrinsic value may provide above-average capital appreciation.

We will continue to work hard to protect and grow the Fund’s estimated intrinsic value. We thank you for your investment in Invesco Value Opportunities Fund and for sharing our long-term investment perspective.

1 Source: US Federal Reserve

2 Source: US Bureau of Economic Analysis

 

 

Portfolio Managers:

Jonathan Edwards - Lead

Jonathan Mueller

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.

See important Fund and, if applicable, index disclosures later in this report.

 

 

5                         Invesco Value Opportunities Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 4/30/10

 

 

LOGO

1  Source: RIMES Technologies Corp.

2  Source: Lipper Inc.

 

Past performance cannot guarantee future results.

The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management

fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                         Invesco Value Opportunities Fund


  Average Annual Total Returns

 

  As of 4/30/20, including maximum applicable     sales charges

 

 

  Class A Shares

       

  Inception (6/25/01)

 

 

3.32

  10 Years

 

 

4.21

 

    5 Years

 

 

-2.25

 

    1 Year

 

 

-29.15

 

  Class C Shares

       

  Inception (6/25/01)

 

 

3.23

  10 Years

 

 

4.08

 

    5 Years

 

 

-1.82

 

    1 Year

 

 

-26.21

 

  Class R Shares

       

  10 Years

 

 

4.56

    5 Years

 

 

-1.36

 

    1 Year

 

 

-25.16

 

  Class Y Shares

       

  Inception (3/23/05)

 

 

3.25

  10 Years

 

 

5.06

 

    5 Years

 

 

-0.90

 

    1 Year

 

 

-24.82

 

  Class R5 Shares

       

  10 Years

 

 

5.23

    5 Years

 

 

-0.74

 

    1 Year

 

 

-24.65

 

  Class R6 Shares

       

  10 Years

 

 

4.95

    5 Years

 

 

-0.86

 

    1 Year

 

 

-24.61

 

  Performance includes litigation
  proceeds. Had these proceeds not
  been received, total returns would
  have been lower.

 

Effective June 1, 2010, Class A, Class C and Class I shares of the predecessor fund, Van Kampen Value Opportunities Fund, advised by Van Kampen Asset Management were reorganized into Class A, Class C and Class Y shares, respectively, of Invesco Van Kampen Value Opportunities Fund (renamed Invesco Value Opportunities Fund). Returns shown above, prior to June 1, 2010, for Class A, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Value Opportunities Fund. Share class returns will differ from the predecessor fund because of different expenses.

Class R shares incepted on May 23, 2011. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares, restated to reflect the higher 12b-1 fees applicable to Class R shares.

Class R5 shares incepted on May 23, 2011. Performance shown prior to that

date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares.

Class R6 shares incepted on April 4, 2017. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares.

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

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

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

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

 

 

7                         Invesco Value Opportunities Fund


 

Invesco Value Opportunities Fund’s investment objective is total return through growth of capital and current income.

 

Unless otherwise stated, information presented in this report is as of April 30, 2020, and is based on total net assets.

 

Unless otherwise noted, all data provided by Invesco.

 

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About indexes used in this report

  The S&P 500® Index is an unmanaged index considered representative of the US stock market.
  The S&P 1500® Value Index tracks the performance of US large-, mid- and small- cap value stocks.
  The Lipper Multi-Cap Value Funds Index is an unmanaged index considered representative of multicap value funds tracked by Lipper.
  The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
  A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less fre-

quently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Re-

port covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

  The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;
  The Fund’s investment strategy remained appropriate for an open-end fund;
  The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;
  The Fund did not breach the 15% limit on Illiquid Investments; and
  The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM.
 

 

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

 

                                                                               
   
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE  

 

8                         Invesco Value Opportunities Fund


Fund Information

Portfolio Composition

 

By sector

 

 

% of total net assets

 

Industrials

 

21.51%

Financials

 

19.95   

Consumer Discretionary

 

14.31   

Materials

 

11.50   

Energy

 

8.43 

Information Technology

 

8.11 

Health Care

 

8.06 

Consumer Staples

 

4.52 

Utilities

 

0.56 

Money Market Funds Plus Other Assets Less Liabilities

 

3.05 

Top 10 Equity Holdings*

 

   

% of total net assets

 

  1.    AECOM

 

4.88%

  2.    Anthem, Inc.

 

4.38   

  3.    Spectrum Brands Holdings, Inc.

 

4.26   

  4.    Oracle Corp.

 

4.08   

  5.    Booking Holdings, Inc.

 

4.05   

  6.    LKQ Corp.

 

4.01   

  7.    Owens Corning

 

3.97   

  8.    Goldman Sachs Group, Inc. (The)

 

3.78   

  9.    Cigna Corp.

 

3.47   

10.    Flex Ltd.

 

3.28   

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

* Excluding money market fund holdings, if any.

Data presented here are as of April 30, 2020.

 

 

9                         Invesco Value Opportunities Fund


Schedule of Investments(a)

April 30, 2020

 

     Shares      Value  

Common Stocks & Other Equity Interests–96.95%

 

Agricultural & Farm Machinery–1.60%

 

  

AGCO Corp.

 

 

153,736

 

  

 

$    8,123,410

 

 

Auto Parts & Equipment–6.11%

    

Aptiv PLC(b)

 

 

76,938

 

  

 

5,351,038

 

BorgWarner, Inc.

 

 

458,784

 

  

 

13,107,459

 

Dana, Inc.

 

 

1,086,068

 

  

 

12,489,782

 

            

 

30,948,279

 

 

Building Products–6.32%

    

Masco Corp.

 

 

290,336

 

  

 

11,915,389

 

Owens Corning

 

 

464,002

 

  

 

20,119,127

 

            

 

32,034,516

 

 

Construction & Engineering–4.88%

    

AECOM(b)

 

 

681,673

 

  

 

24,717,463

 

 

Consumer Finance–1.73%

    

SLM Corp.

 

 

1,052,300

 

  

 

8,776,182

 

 

Distributors–4.01%

    

LKQ Corp.(b)

 

 

776,330

 

  

 

20,301,030

 

 

Diversified Banks–5.39%

    

Bank of America Corp.

 

 

479,594

 

  

 

11,534,236

 

Citigroup, Inc.

 

 

325,321

 

  

 

15,797,588

 

            

 

27,331,824

 

 

Diversified Chemicals–5.84%

    

Chemours Co. (The)

 

 

521,775

 

  

 

6,120,421

 

Eastman Chemical Co.

 

 

147,000

 

  

 

8,894,970

 

Huntsman Corp.

 

 

867,700

 

  

 

14,586,037

 

            

 

29,601,428

 

 

Electrical Components & Equipment–2.22%

 

  

nVent Electric PLC

 

 

603,100

 

  

 

11,247,815

 

 

Electronic Manufacturing Services–4.03%

 

  

Flex Ltd.(b)

 

 

1,702,480

 

  

 

16,616,205

 

Jabil, Inc.

 

 

133,100

 

  

 

3,785,364

 

            

 

20,401,569

 

 

Health Care Services–3.47%

    

Cigna Corp.

 

 

89,900

 

  

 

17,600,622

 

 

Hotels, Resorts & Cruise Lines–0.14%

 

  

Norwegian Cruise Line Holdings Ltd.(b)

 

 

44,500

 

  

 

729,800

 

 

Household Products–4.52%

    

Energizer Holdings, Inc.

 

 

33,100

 

  

 

1,289,576

 

Spectrum Brands Holdings, Inc.

 

 

501,771

 

  

 

21,606,259

 

            

 

22,895,835

 

 

Human Resource & Employment Services–0.75%

 

  

ManpowerGroup, Inc.

 

 

51,000

 

  

 

3,786,240

 

 

Independent Power Producers & Energy Traders–0.56%

 

Vistra Energy Corp.

 

 

145,200

 

  

 

2,837,208

 

 

Industrial Conglomerates–2.14%

    

Carlisle Cos., Inc.

 

 

89,800

 

  

 

10,862,208

 

     Shares      Value  

Industrial Machinery–3.27%

    

Crane Co.

 

 

167,000

 

  

 

$    9,093,150

 

Timken Co. (The)

 

 

198,500

 

  

 

7,459,630

 

            

 

16,552,780

 

 

Internet & Direct Marketing Retail–4.05%

 

  

Booking Holdings, Inc.(b)

 

 

13,875

 

  

 

20,542,909

 

 

Investment Banking & Brokerage–3.78%

 

  

Goldman Sachs Group, Inc. (The)

 

 

104,300

 

  

 

19,130,706

 

 

Life & Health Insurance–2.19%

    

Athene Holding Ltd., Class A(b)

 

 

399,900

 

  

 

10,797,300

 

MetLife, Inc.

 

 

8,000

 

  

 

288,640

 

            

 

11,085,940

 

 

Managed Health Care–4.38%

    

Anthem, Inc.

 

 

79,000

 

  

 

22,177,670

 

 

Oil & Gas Exploration & Production–4.96%

 

  

Diamondback Energy, Inc.

 

 

146,000

 

  

 

6,356,840

 

Noble Energy, Inc.

 

 

670,300

 

  

 

6,575,643

 

Parsley Energy, Inc., Class A

 

 

798,300

 

  

 

7,543,935

 

Pioneer Natural Resources Co.

 

 

52,000

 

  

 

4,644,120

 

            

 

25,120,538

 

 

Oil & Gas Refining & Marketing–3.48%

    

Marathon Petroleum Corp.

 

 

399,900

 

  

 

12,828,792

 

Phillips 66

 

 

65,500

 

  

 

4,792,635

 

            

 

17,621,427

 

 

Other Diversified Financial Services–2.53%

 

  

Equitable Holdings, Inc.

 

 

700,400

 

  

 

12,831,328

 

 

Paper Packaging–3.18%

    

Sealed Air Corp.

 

 

563,600

 

  

 

16,113,324

 

 

Pharmaceuticals–0.21%

    

Novartis AG (Switzerland)

 

 

12,400

 

  

 

1,057,795

 

 

Regional Banks–3.16%

    

First Horizon National Corp.

 

 

787,400

 

  

 

7,149,592

 

TCF Financial Corp.

 

 

298,900

 

  

 

8,874,341

 

            

 

16,023,933

 

 

Specialty Chemicals–2.48%

    

Axalta Coating Systems Ltd.(b)

 

 

387,600

 

  

 

7,651,224

 

Celanese Corp.

 

 

59,200

 

  

 

4,917,744

 

            

 

12,568,968

 

 

Systems Software–4.08%

    

Oracle Corp.

 

 

390,500

 

  

 

20,684,785

 

 

Thrifts & Mortgage Finance–1.16%

    

MGIC Investment Corp.

 

 

704,278

 

  

 

5,148,272

 

Radian Group, Inc.

 

 

50,090

 

  

 

750,348

 

            

 

5,898,620

 

 

 

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

 

10                         Invesco Value Opportunities Fund


     Shares      Value  

Trading Companies & Distributors–0.33%

 

  

AerCap Holdings N.V. (Ireland)(b)

 

 

58,700

 

  

$

1,650,644

 

Total Common Stocks & Other Equity Interests
(Cost $549,019,745)

 

  

 

491,256,796

 

 

Money Market Funds–4.18%

    

Invesco Government & Agency Portfolio, Institutional Class, 0.20%(c)(d)

 

 

7,281,549

 

  

 

7,281,549

 

Invesco Liquid Assets Portfolio, Institutional Class, 0.60%(c)(d)

 

 

5,558,104

 

  

 

5,561,439

 

     Shares      Value  

Money Market Funds–(continued)

 

  

Invesco Treasury Portfolio, Institutional Class, 0.10%(c)(d)

 

 

8,321,771

 

  

$

8,321,770

 

Total Money Market Funds (Cost $21,161,447)

 

  

 

21,164,758

 

TOTAL INVESTMENTS IN SECURITIES–101.13%
(Cost $570,181,192)

 

  

 

512,421,554

 

OTHER ASSETS LESS LIABILITIES—(1.13)%

          

 

(5,733,794

NET ASSETS–100.00%

          

$

506,687,760

 

 

 

Notes to Schedule of Investments:

 

(a) 

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

(b) 

Non-income producing security.

(c) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended April 30, 2020.

 

    

Value

April 30, 2019

 

Purchases

at Cost

 

Proceeds

from Sales

 

Change in

Unrealized
Appreciation

 

Realized

Gain

(Loss)

 

Value

April 30, 2020

  Dividend
Income

Investments in Affiliated Money Market Funds:

                                                                     

Invesco Government & Agency Portfolio, Institutional Class

   

$

10,283,176

   

$

54,141,198

   

$

(57,142,825

)

   

$

-

   

$

-

   

$

7,281,549

   

$

139,872

Invesco Liquid Assets Portfolio, Institutional Class

   

 

7,345,219

   

 

39,098,677

   

 

(40,881,112

)

   

 

2,136

   

 

(3,481

)

   

 

5,561,439

   

 

110,815

Invesco Treasury Portfolio, Institutional Class

   

 

11,752,201

   

 

61,875,655

   

 

(65,306,086

)

   

 

-

   

 

-

   

 

8,321,770

   

 

156,264

Total

   

$

29,380,596

   

$

155,115,530

   

$

(163,330,023

)

   

$

2,136

   

$

(3,481

)

   

$

21,164,758

   

$

406,951

 

(d) 

The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

 

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

 

11                         Invesco Value Opportunities Fund


Statement of Assets and Liabilities

April 30, 2020

 

Assets:

 

Investments in securities, at value
(Cost $549,019,745)

 

$

491,256,796

 

Investments in affiliated money market funds, at value
(Cost $21,161,447)

 

 

21,164,758

 

Foreign currencies, at value (Cost $648)

 

 

699

 

Receivable for:

 

Investments sold

 

 

3,151,408

 

Fund shares sold

 

 

179,712

 

Dividends

 

 

424,652

 

Investment for trustee deferred compensation and retirement plans

 

 

432,073

 

Other assets

 

 

61,515

 

Total assets

 

 

516,671,613

 

Liabilities:

 

Payable for:

 

Investments purchased

 

 

8,545,264

 

Fund shares reacquired

 

 

521,607

 

Accrued fees to affiliates

 

 

275,848

 

Accrued trustees’ and officers’ fees and benefits

 

 

352

 

Accrued other operating expenses

 

 

168,625

 

Trustee deferred compensation and retirement plans

 

 

472,157

 

Total liabilities

 

 

9,983,853

 

Net assets applicable to shares outstanding

 

$

506,687,760

 

Net assets consist of:

 

Shares of beneficial interest

 

$

635,469,266

 

Distributable earnings (loss)

 

 

(128,781,506

   

$

506,687,760

 

Net Assets:

 

Class A

 

$

440,825,978

 

Class C

 

$

10,106,924

 

Class R

 

$

6,362,407

 

Class Y

 

$

23,759,897

 

Class R5

 

$

406,274

 

Class R6

 

$

25,226,280

 

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

 

Class A

 

 

46,677,892

 

Class C

 

 

1,152,336

 

Class R

 

 

683,568

 

Class Y

 

 

2,504,638

 

Class R5

 

 

42,430

 

Class R6

 

 

2,631,558

 

Class A:

 

Net asset value per share

 

$

9.44

 

Maximum offering price per share
(Net asset value of $9.44 ÷ 94.50%)

 

$

9.99

 

Class C:

 

Net asset value and offering price per share

 

$

8.77

 

Class R:

 

Net asset value and offering price per share

 

$

9.31

 

Class Y:

 

Net asset value and offering price per share

 

$

9.49

 

Class R5:

 

Net asset value and offering price per share

 

$

9.58

 

Class R6:

 

Net asset value and offering price per share

 

$

9.59

 

 

 

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

 

12                         Invesco Value Opportunities Fund


Statement of Operations

For the year ended April 30, 2020

 

Investment income:

 

Dividends (net of foreign withholding taxes of $33,676)

 

$

9,288,873

 

Dividends from affiliated money market funds (includes securities lending income of $90,868)

 

 

497,819

 

Total investment income

 

 

9,786,692

 

 

Expenses:

 

Advisory fees

 

 

4,443,993

 

Administrative services fees

 

 

99,207

 

Custodian fees

 

 

8,159

 

Distribution fees:

 

Class A

 

 

1,433,316

 

Class C

 

 

122,924

 

Class R

 

 

44,801

 

Transfer agent fees – A, C, R and Y

 

 

1,432,718

 

Transfer agent fees – R5

 

 

676

 

Transfer agent fees – R6

 

 

7,402

 

Trustees’ and officers’ fees and benefits

 

 

23,715

 

Registration and filing fees

 

 

89,253

 

Reports to shareholders

 

 

85,015

 

Professional services fees

 

 

44,784

 

Other

 

 

51,934

 

Total expenses

 

 

7,887,897

 

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

 

 

(42,201

Net expenses

 

 

7,845,696

 

Net investment income

 

 

1,940,996

 

 

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities (includes net gains from securities sold to affiliates of $873,263)

 

 

(67,937,656

Foreign currencies

 

 

(6,140

   

 

(67,943,796

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

 

 

(108,891,693

Foreign currencies

 

 

16,717

 

   

 

(108,874,976

Net realized and unrealized gain (loss)

 

 

(176,818,772

Net increase (decrease) in net assets resulting from operations

 

$

(174,877,776

 

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

 

13                         Invesco Value Opportunities Fund


Statement of Changes in Net Assets

For the years ended April 30, 2020 and 2019

 

     2020      2019  

Operations:

    

Net investment income (loss)

 

$

1,940,996

 

  

$

(9,990

Net realized gain (loss)

 

 

(67,943,796

  

 

53,175,770

 

Change in net unrealized appreciation (depreciation)

 

 

(108,874,976

  

 

(28,833,478

Net increase (decrease) in net assets resulting from operations

 

 

(174,877,776

  

 

24,332,302

 

Distributions to shareholders from distributable earnings:

    

Class A

 

 

(12,166,652

  

 

(68,727,018

Class C

 

 

(312,891

  

 

(7,256,248

Class R

 

 

(190,220

  

 

(1,393,943

Class Y

 

 

(731,512

  

 

(4,210,458

Class R5

 

 

(14,668

  

 

(267,250

Class R6

 

 

(635,605

  

 

(3,356,878

Total distributions from distributable earnings

 

 

(14,051,548

  

 

(85,211,795

Share transactions–net:

    

Class A

 

 

(53,126,304

  

 

41,564,681

 

Class C

 

 

(2,968,582

  

 

(41,578,892

Class R

 

 

(2,009,859

  

 

(905,036

Class Y

 

 

(4,558,923

  

 

1,018,691

 

Class R5

 

 

(1,566,665

  

 

(43,992

Class R6

 

 

889,449

 

  

 

6,374,257

 

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

 

 

(63,340,884

  

 

6,429,709

 

Net increase (decrease) in net assets

 

 

(252,270,208

  

 

(54,449,784

 

Net assets:

    

Beginning of year

 

 

758,957,968

 

  

 

813,407,752

 

End of year

 

$

506,687,760

 

  

$

758,957,968

 

 

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

 

14                         Invesco Value Opportunities Fund


Financial Highlights

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

 

    

Net asset

value,

beginning

of period

 

Net

investment

income

(loss)(a)

 

Net gains

(losses)

on securities

(both

realized and

unrealized)

 

Total from

investment

operations

 

Dividends

from net

investment

income

 

Distributions

from net

realized

gains

 

Total

distributions

 

Net asset

value, end

of period

 

Total

return (b)

 

Net assets,

end of period
(000’s omitted)

 

Ratio of

expenses

to average

net assets

with fee waivers

and/or

expenses

absorbed

 

Ratio of

expenses

to average net

assets without

fee waivers

and/or

expenses

absorbed

 

Ratio of net

investment

income

(loss)

to average

net assets

 

Portfolio

turnover (c)

Class A

                                                       

Year ended 04/30/20

    $ 12.84     $ 0.03     $ (3.18 )(d)     $ (3.15 )     $     $ (0.25 )     $ (0.25 )     $ 9.44       (25.02 )%(d)     $ 440,826       1.21 %(e)       1.21 %(e)       0.27 %(e)       41 %

Year ended 04/30/19

      14.24       0.00       0.18       0.18             (1.58 )       (1.58 )       12.84       3.58       658,685       1.21       1.21       0.02       51

Year ended 04/30/18

      13.50       0.01       1.48       1.49             (0.75 )       (0.75 )       14.24       10.87       662,211       1.21       1.21       0.04       30

Year ended 04/30/17

      11.60       0.01       2.05       2.06       (0.02 )       (0.14 )       (0.16 )       13.50       17.81       645,216       1.26       1.27       0.07       33

Year ended 04/30/16

   

 

14.45

   

 

0.02

   

 

(1.08

)

   

 

(1.06

)

   

 

(0.13

)

   

 

(1.66

)

   

 

(1.79

)

   

 

11.60

   

 

(6.93

)

   

 

622,026

   

 

1.25

   

 

1.25

   

 

0.17

   

 

38

Class C

                                                       

Year ended 04/30/20

      12.02       (0.04 )       (2.96 )(d)       (3.00 )             (0.25 )       (0.25 )       8.77       (25.48 )(d)(f)       10,107       1.85 (e)(f)        1.85 (e)(f)        (0.37 )(e)(f)       41

Year ended 04/30/19

      13.54       (0.09 )       0.15       0.06             (1.58 )       (1.58 )       12.02       2.83 (f)         17,027       1.92 (f)        1.92 (f)        (0.69 )(f)       51

Year ended 04/30/18

      12.96       (0.09 )       1.42       1.33             (0.75 )       (0.75 )       13.54       10.07 (f)        68,174       1.91 (f)        1.91 (f)        (0.66 )(f)       30

Year ended 04/30/17

      11.20       (0.08 )       1.98       1.90             (0.14 )       (0.14 )       12.96       17.00 (f)        82,590       1.97 (f)        1.98 (f)        (0.64 )(f)       33

Year ended 04/30/16

   

 

14.07

   

 

(0.07

)

   

 

(1.05

)

   

 

(1.12

)

   

 

(0.09

)

   

 

(1.66

)

   

 

(1.75

)

   

 

11.20

   

 

(7.57

)(f)

   

 

79,538

   

 

1.97

(f)

 
   

 

1.97

(f)

 
   

 

(0.55

)(f)

   

 

38

Class R

                                                       

Year ended 04/30/20

      12.69       0.00       (3.13 )(d)       (3.13 )             (0.25 )       (0.25 )       9.31       (25.16 )(d)       6,362       1.46 (e)        1.46 (e)        0.02 (e)        41

Year ended 04/30/19

      14.13       (0.03 )       0.17       0.14             (1.58 )       (1.58 )       12.69       3.32       10,898       1.46       1.46       (0.23 )       51

Year ended 04/30/18

      13.43       (0.03 )       1.48       1.45             (0.75 )       (0.75 )       14.13       10.63       12,955       1.46       1.46       (0.21 )       30

Year ended 04/30/17

      11.55       (0.02 )       2.04       2.02             (0.14 )       (0.14 )       13.43       17.53       14,135       1.51       1.52       (0.18 )       33

Year ended 04/30/16

   

 

14.41

   

 

(0.01

)

   

 

(1.07

)

   

 

(1.08

)

   

 

(0.12

)

   

 

(1.66

)

   

 

(1.78

)

   

 

11.55

   

 

(7.12

)

   

 

16,119

   

 

1.50

   

 

1.50

   

 

(0.08

)

   

 

38

Class Y

                                                       

Year ended 04/30/20

      12.86       0.06       (3.18 )(d)       (3.12 )             (0.25 )       (0.25 )       9.49       (24.74 )(d)       23,760       0.96 (e)        0.96 (e)        0.52 (e)        41

Year ended 04/30/19

      14.23       0.04       0.17       0.21             (1.58 )       (1.58 )       12.86       3.80       37,469       0.96       0.96       0.27       51

Year ended 04/30/18

      13.46       0.04       1.48       1.52             (0.75 )       (0.75 )       14.23       11.13       39,323       0.96       0.96       0.29       30

Year ended 04/30/17

      11.56       0.04       2.06       2.10       (0.06 )       (0.14 )       (0.20 )       13.46       18.17       46,105       1.01       1.02       0.32       33

Year ended 04/30/16

   

 

14.39

   

 

0.05

   

 

(1.08

)

   

 

(1.03

)

   

 

(0.14

)

   

 

(1.66

)

   

 

(1.80

)

   

 

11.56

   

 

(6.71

)

   

 

21,016

   

 

1.00

   

 

1.00

   

 

0.42

   

 

38

Class R5

                                                       

Year ended 04/30/20

      12.95       0.08       (3.20 )(d)       (3.12 )             (0.25 )       (0.25 )       9.58       (24.57 )(d)       406       0.80 (e)        0.80 (e)        0.68 (e)        41

Year ended 04/30/19

      14.29       0.05       0.19       0.24             (1.58 )       (1.58 )       12.95       4.01       2,212       0.84       0.84       0.39       51

Year ended 04/30/18

      13.50       0.06       1.48       1.54             (0.75 )       (0.75 )       14.29       11.25       2,439       0.84       0.84       0.41       30

Year ended 04/30/17

      11.60       0.06       2.06       2.12       (0.08 )       (0.14 )       (0.22 )       13.50       18.30       2,456       0.85       0.86       0.48       33

Year ended 04/30/16

   

 

14.42

   

 

0.08

   

 

(1.09

)

   

 

(1.01

)

   

 

(0.15

)

   

 

(1.66

)

   

 

(1.81

)

   

 

11.60

   

 

(6.56

)

   

 

2,850

   

 

0.84

   

 

0.84

   

 

0.58

   

 

38

Class R6

                                                       

Year ended 04/30/20

      12.97       0.09       (3.22 )(d)       (3.13 )             (0.25 )       (0.25 )       9.59       (24.61 )(d)       25,226       0.75 (e)        0.75 (e)        0.73 (e)        41

Year ended 04/30/19

      14.31       0.06       0.18       0.24             (1.58 )       (1.58 )       12.97       4.00       32,666       0.79       0.79       0.44       51

Year ended 04/30/18

      13.50       0.08       1.48       1.56             (0.75 )       (0.75 )       14.31       11.40       28,305       0.77       0.77       0.48       30

Year ended 04/30/17(g)

   

 

13.60

   

 

0.01

   

 

(0.11

)

   

 

(0.10

)

   

 

   

 

   

 

   

 

13.50

   

 

(0.74

)

   

 

10

   

 

0.76

(h)

 
   

 

0.76

(h)

 
   

 

0.57

(h)

 
   

 

33

 

(a) 

Calculated using average shares outstanding.

(b) 

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

(c) 

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

(d)

Includes litigation proceeds received during the period. Had these litigation proceeds not been received, Net gains (losses) on securities (both realized and unrealized) per share would have been $(3.28), $(3.06), $(3.23), $(3.28), $(3.30) and $(3.32) for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively. Total returns would have been lower

(e) 

Ratios are based on average daily net assets (000’s omitted) of $573,326, $13,845, $8,960, $32,817, $981 and $29,991 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

(f) 

The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.89%, 0.96%, 0.95%, 0.97% and 0.97% for the years ended April 30, 2020, 2019, 2018, 2017 and 2016, respectively.

(g) 

Commencement date of April 04, 2017.

(h) 

Annualized.

 

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

 

15                         Invesco Value Opportunities Fund


Notes to Financial Statements

April 30, 2020

NOTE 1–Significant Accounting Policies

Invesco Value Opportunities 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 the Fund or each class.

The Fund’s investment objective is total return through growth of capital and current income.

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

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

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

A.

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

A security listed or traded on an exchange (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 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 factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per

 

16                         Invesco Value Opportunities Fund


share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

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

E.

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

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

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

F.

Expenses – Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

J.

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

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

K.

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

The Fund may also enter into forward foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two

 

17                         Invesco Value Opportunities Fund


currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to the daily mark-to-market obligation for forward foreign currency contracts.

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

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:

 

Average Daily Net Assets    Rate  

First $ 250 million

  

 

0.695%

 

Next $250 million

  

 

0.670%

 

Next $500 million

  

 

0.645%

 

Next $1.5 billion

  

 

0.620%

 

Next $2.5 billion

  

 

0.595%

 

Next $2.5 billion

  

 

0.570%

 

Next $2.5 billion

  

 

0.545%

 

Over $10 billion

  

 

0.520%

 

For the year ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.67%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2021, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed above) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.25%, 1.75%, 1.75% and 1.75%, respectively, of average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 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. The Adviser did not waive fees and/or reimburse expenses during the period under these expense limits.

Further, the Adviser has contractually agreed, through at least June 30, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the year ended April 30, 2020, the Adviser waived advisory fees of $26,476.

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 April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Invesco has entered into a sub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Fund. Pursuant to a custody agreement with the Trust on behalf of the Fund, SSB also serves as the Fund’s custodian.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively the “Plan”). The Fund, pursuant to the Plans, reimburses IDI for its allocated share of expenses incurred for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Class A shares and up to a maximum annual rate of 1.00% of the average daily net assets of Class C shares. The Fund pursuant to the Class R Plan, pays IDI compensation at the annual rate of 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. For the year ended April 30, 2020, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended April 30, 2020, IDI advised the Fund that IDI retained $51,243 in front-end sales commissions from the sale of Class A shares and $628 and $445 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

For the year ended April 30, 2020, the Fund incurred $2,968 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

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

 

18                         Invesco Value Opportunities Fund


NOTE 3–Additional Valuation Information

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

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

The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1      Level 2      Level 3      Total

Investments in Securities

                                                

Common Stocks & Other Equity Interests

   

$

490,199,001

      

$

1,057,795

      

$

      

$

491,256,796

Money Market Funds

   

 

21,164,758

      

 

      

 

      

 

21,164,758

Total Investments

   

$

511,363,759

      

$

1,057,795

      

$

      

$

512,421,554

NOTE 4–Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended April 30, 2020, the Fund engaged in securities sales of $2,027,302, which resulted in net realized gains of $873,263.

NOTE 5–Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended April 30, 2020, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $15,725.

NOTE 6–Trustees’ and Officers’ Fees and Benefits

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

NOTE 7–Cash Balances

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

NOTE 8–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2020 and 2019:

 

     2020      2019

Ordinary income

   

$

3,323,175

      

$

8,204,810

Long-term capital gain

   

 

10,728,373

      

 

77,006,985

Total distributions

   

$

14,051,548

      

$

85,211,795

 

19                         Invesco Value Opportunities Fund


Tax Components of Net Assets at Period-End:

 

     2020

Undistributed ordinary income

   

$

1,801,094

Net unrealized appreciation (depreciation) – investments

   

 

(60,825,393

)

Net unrealized appreciation - foreign currencies

   

 

2,410

Temporary book/tax differences

   

 

(432,871

)

Capital loss carryforward

   

 

(69,326,746

)

Shares of beneficial interest

   

 

635,469,266

Total net assets

   

$

506,687,760

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund has a capital loss carryforward as of April 30, 2020, as follows:

 

Capital Loss Carryforward*
Expiration   Short-Term    Long-Term    Total

Not subject to expiration

   

$

1,035,838

    

$

68,290,908

    

$

69,326,746

 

*

Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

NOTE 9–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 April 30, 2020 was $259,331,057 and $315,686,877, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis

Aggregate unrealized appreciation of investments

   

 

$   44,137,905

Aggregate unrealized (depreciation) of investments

   

 

(104,963,298

)

Net unrealized appreciation (depreciation) of investments

   

 

$  (60,825,393

Cost of investments for tax purposes is $573,246,947.

NOTE 10–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of distributions, on April 30, 2020, undistributed net investment income was decreased by $110,040 and undistributed net realized gain (loss) was increased by $110,040. This reclassification had no effect on the net assets or the distributable earnings (loss) of the Fund.

NOTE 11–Share Information

 

Summary of Share Activity                        
   

Year ended

April 30, 2020(a)

           

Year ended

April 30, 2019

 
     Shares      Amount              Shares      Amount  

Sold:

             

Class A

 

 

2,737,347

 

  

$

29,957,805

 

           

 

2,997,323

 

  

$

38,539,069

 

Class C

 

 

188,021

 

  

 

1,997,144

 

           

 

261,349

 

  

 

3,284,811

 

Class R

 

 

97,864

 

  

 

1,101,127

 

           

 

84,122

 

  

 

1,110,544

 

Class Y

 

 

848,595

 

  

 

10,353,459

 

           

 

1,098,977

 

  

 

13,944,039

 

Class R5

 

 

8,037

 

  

 

102,961

 

           

 

20,827

 

  

 

293,122

 

Class R6

 

 

919,288

 

  

 

10,270,214

 

           

 

811,481

 

  

 

10,686,666

 

 

Issued as reinvestment of dividends:

             

Class A

 

 

903,651

 

  

 

11,548,662

 

           

 

6,168,261

 

  

 

65,568,617

 

Class C

 

 

25,632

 

  

 

305,017

 

           

 

682,635

 

  

 

6,812,768

 

Class R

 

 

15,094

 

  

 

190,179

 

           

 

132,621

 

  

 

1,393,851

 

Class Y

 

 

48,213

 

  

 

618,089

 

           

 

363,569

 

  

 

3,868,374

 

Class R5

 

 

1,126

 

  

 

14,563

 

           

 

24,915

 

  

 

266,591

 

Class R6

 

 

48,392

 

  

 

626,679

 

           

 

308,054

 

  

 

3,302,335

 

 

Automatic conversion of Class C shares to Class A shares:

             

Class A

 

 

155,430

 

  

 

1,816,257

 

           

 

3,463,765

 

  

 

40,606,720

 

Class C

 

 

(166,609

  

 

(1,816,257

           

 

(3,690,780

  

 

(40,606,720

 

20                         Invesco Value Opportunities Fund


Summary of Share Activity                        
   

Year ended

April 30, 2020(a)

           

Year ended

April 30, 2019

 
     Shares      Amount              Shares      Amount  

Reacquired:

                      

Class A

 

 

(8,422,923

  

$

(96,449,028

           

 

(7,830,091

  

$

(103,149,725

Class C

 

 

(310,746

  

 

(3,454,486

           

 

(871,075

  

 

(11,069,751

Class R

 

 

(288,336

  

 

(3,301,165

           

 

(274,956

  

 

(3,409,431

Class Y

 

 

(1,304,916

  

 

(15,530,471

           

 

(1,313,108

  

 

(16,793,722

Class R5

 

 

(137,562

  

 

(1,684,189

           

 

(45,550

  

 

(603,705

Class R6

 

 

(854,482

  

 

(10,007,444

           

 

(579,271

  

 

(7,614,744

Net increase (decrease) in share activity

 

 

(5,488,884

  

$

(63,340,884

           

 

1,813,068

 

  

$

6,429,709

 

 

(a)

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 30% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

NOTE 12–Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Fund’s ability to achieve its investment objective. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

21                         Invesco Value Opportunities Fund


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Value Opportunities Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Value Opportunities Fund (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statement of operations for the year ended April 30, 2020, the statement of changes in net assets for each of the two years in the period ended April 30, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2020 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

We have served as the auditor of one or more of the 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.

 

22                         Invesco Value Opportunities Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2019 through April 30, 2020.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

 

    

Beginning    
Account Value    
(11/01/19)    

   ACTUAL   

HYPOTHETICAL

(5% annual return before

expenses)

  

Annualized        
Expense        
Ratio         

   Ending    
Account Value    
(04/30/20)1     
   Expenses    
Paid During    
Period2     
   Ending        
Account Value        
(04/30/20)         
   Expenses        
Paid During        
Period2         
Class A       $1,000.00        $775.80        $5.34        $1,018.85            $6.07            1.21%    
Class C         1,000.00          773.50          8.16          1,015.66              9.27            1.85       
Class R         1,000.00          775.30          6.40          1,017.65              7.27            1.45       
Class Y         1,000.00          776.50          4.24          1,020.09              4.82            0.96       
        Class R5                  1,000.00          777.50          3.54          1,020.89              4.02            0.80       
Class R6         1,000.00          777.90          3.32          1,021.13              3.77            0.75       

 

1 

The actual ending account value is based on the actual total return of the Fund for the period November 1, 2019 through April 30, 2020, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.

2 

Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year.

 

23                         Invesco Value Opportunities Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2020:

                                                                                  
Federal and State Income Tax  
Long-Term Capital Gain Distributions     $10,728,373  
Qualified Dividend Income*     77.91
Corporate Dividends Received Deduction*     76.26
U.S. Treasury Obligations*     0.00

 

  *

The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

24                         Invesco Value Opportunities Fund


Trustees and Officers

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.

 

Name, Year of Birth and

Position(s)

Held with the Trust

 

Trustee

and/or
Officer

Since

 

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 Trustee                    

Martin L. Flanagan– 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

 

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)

   

 

  203   None

 

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.

 

T-1                         Invesco Value Opportunities Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since                

 

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

  203   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   203   Board member of the Illinois Manufacturers’ Association
Beth Ann Brown - 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

  203   Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  203   Member, Board of Directors of Baylor College of Medicine

 

T-2                         Invesco Value Opportunities Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since                

 

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)            
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

  203   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

  229   Insperity, Inc. (formerly known as Administaff) (human resources provider)
Elizabeth Krentzman - 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 Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds   203   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
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   203   Blue Hills Bank; Chairman, 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)

  203   None

 

T-3                         Invesco Value Opportunities Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since                

 

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)
Joel W. Motley - 1952
Trustee
  2019  

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

  203   Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulizer 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

  203   Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)
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

  203   Federal Reserve Bank of Dallas
Robert C. Troccoli - 1949
Trustee
  2016  

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business; Senior Partner, KPMG LLP

  203   None
Daniel S. Vandivort - 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

  203   Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds
James D. Vaughn - 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

  203   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, Vice Chair and
Chair Designate
  2017  

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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

  203   ISO New England, Inc. (non-profit organization managing regional electricity market)

 

T-4                         Invesco Value Opportunities Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since                

 

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

Officers                
Sheri Morris - 1964
President, Principal Executive Officer and Treasurer
  2003  

Head of Global Fund Services, Invesco Ltd.; 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; and Vice President, OppenheimerFunds, Inc.

 

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 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

 

Formerly: Secretary and 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.

  N/A   N/A
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.; 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

  N/A   N/A

 

T-5                         Invesco Value Opportunities Fund


Trustees and Officers–(continued)

 

     Name, Year of Birth and

     Position(s)

     Held with the Trust

 

Trustee

and/or

Officer

Since                

 

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

Officers–(continued)                        
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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings(Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

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 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)

   

 

 

 

 

 

  N/A   N/A
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 and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

   

 

 

 

 

 

  N/A   N/A
Kelli Gallegos - 1970
Vice President, Principal Financial Officer and Assistant Treasurer
  2008  

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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

 

T-6                         Invesco Value Opportunities Fund


Trustees and Officers–(continued)

 

Name, Year of Birth and

Position(s)

Held with the Trust

 

Trustee

and/or

Officer

Since                

 

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

Officers—(continued)                

Crissie M. Wisdom - 1969

Anti-Money Laundering Compliance Officer

  2013  

Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; OppenheimerFunds Distributor, Inc., and Fraud Prevention Manager for Invesco Investment Services, Inc.

 

  N/A   N/A

Todd F. Kuehl - 1969

Chief Compliance Officer

  2020  

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds);Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

 

  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, Suite 1000

Houston, TX 77046-1173

 

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

  

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

  

PricewaterhouseCoopers LLP

1000 Louisiana Street, Suite 5800

Houston, TX 77002-5678

Counsel to the Fund   Counsel to the Independent Trustees    Transfer Agent    Custodian

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

  

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

  

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-7                         Invesco Value Opportunities Fund


 

 

LOGO

Go paperless with eDelivery

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

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

Fund reports and prospectuses

Quarterly statements

Daily confirmations

Tax forms

 

 

Invesco mailing information

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

 

 

Important notice regarding delivery of security holder documents

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

 

 

Fund holdings and proxy voting information

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

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

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

  

 

LOGO

 

SEC file numbers: 811-03826 and 002-85905   Invesco Distributors, Inc.    VK-VOPP-AR-1


LOGO  

Shareholder Report for the

Six Months Ended 4/30/2020

 

 

Invesco

Comstock Select

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 or from your financial intermediary, such as a broker-dealer or bank. 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 February 28, 2020, the Fund’s name was Invesco Oppenheimer Value Fund.


Table of Contents

 

 

 

 

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/2020

 

  Class A Shares of the Fund              
  Without Sales Charge With Sales Charge Russell 1000 Value  
Index
1-Year   -17.26%     -21.80%     -11.01%  
5-Year   1.05        -0.08        3.90     
10-Year   5.96        5.36        8.54     

Performance quoted is past performance and cannot guarantee 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. Returns for periods of less than one year are cumulative and not annualized. 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 because they have different expenses. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and summary prospectus for more information on share classes, sales charges and new fee agreements, if any. Fund literature is available at invesco.com.

 

2      INVESCO COMSTOCK SELECT FUND


Fund Performance Discussion

PERFORMANCE SUMMARY

The Fund’s Class A shares (without sales charge) returned -19.00% during the 6-month reporting period, underperforming the Russell 1000 Value Index, the Fund’s benchmark (the “Index”), which returned -13.66%. The fiscal year end for the Fund was changed to April 30, 2020.

MARKET CONDITIONS AND YOUR FUND

Although the S&P 500 Index, considered representative of the US stock market, posted modest gains for the second quarter of 2019, US equities experienced increased volatility. After four consecutive months of rising stock prices, markets sold off in May 2019, along with bond yields and oil prices, as investors weighed the impact of the lingering trade war between the US and China, as well as potential tariffs imposed on Mexico. In addition, economic data showed a slowing domestic and global economy.

Key issues that concerned investors in the second quarter of 2019 carried over into the third quarter. The US-China trade conflict worried investors and stifled business investment, even as the US Federal Reserve (the Fed) cut interest rates by 0.25% in July and again in September 2019.1 This environment, combined with evidence of slowing global economic growth, fueled market volatility in August 2019. The US Treasury yield curve inverted several times, increasing fears of a possible US recession.

 

 

 

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

 

LOGO

 

3      INVESCO COMSTOCK SELECT FUND


As a result, August saw increased risk aversion, with investors crowding into asset classes perceived as safe havens, such as US Treasuries and gold. However, the Fed’s accommodative tone provided some support for risk assets.

Macroeconomic issues that concerned investors in the third quarter of 2019 mostly abated during the fourth quarter, providing the backdrop for strong equity market returns. The US economy rose higher than expected, at 2.1% during the third quarter of 2019.2 During its October meeting, the Fed cut interest rates again by 0.25% based on business investment and exports remaining weak.1 Investors were also encouraged by a resilient US economy and corporate earnings, putting the US equity market on track for its largest annual rise since 2013.

During the first quarter of 2020, as the spread of the new coronavirus (“COVID-19”) disrupted travel and suppressed consumer activity, investors became increasingly concerned about the global economy. At the same time, oil prices fell sharply as a price war between Saudi Arabia and Russia threatened to boost supply even as demand was falling. Beginning in late February, equity markets declined sharply and quickly, ushering in the first bear market since the financial crisis of 2008. Though the equity market stabilized somewhat toward the end of March, all sectors declined during the downturn. Cyclical sectors, where company performance tends to be closely linked to macroeconomic changes in the business cycle, were the hardest hit. As

expected, the US economy reported dismal numbers. At the close of the fiscal year in April, US unemployment numbers continued to climb, with over 30 million Americans seeking unemployment benefits since March 2020.3 In addition, the initial gross domestic product estimates for the first quarter of 2020 saw the economy shrink by 4.8%, the sharpest drop since the 2008 financial crisis.2

On the positive side, stock selection within the information technology sector was the largest driver of the Fund’s performance relative to the style-specific benchmark for the fiscal year. Most notably, Microsoft was a top performer within the sector. The company beat earnings estimates in multiple quarters and provided strong guidance. Microsoft has benefited from predictable growth in its cloud business and Azure, as well as sustained demand for Office 365.

Having almost no exposure to real estate also boosted relative returns. Real estate underperformed most sectors, with underperformance mostly driven during the first quarter of 2020.

Cash also assisted relative returns, as would be expected in a negative equity market environment.

On the negative side, stock selection in and overweight exposure to the energy sector was the largest detractor to relative performance. Marathon Oil, Suncor Energy and BP were large detractors on a relative and absolute basis. The energy sector was the worst

 

 

4      INVESCO COMSTOCK SELECT FUND


performing sector for the period, as oil prices experienced an unprecedented “double black swan event” with Saudi Arabia and Russia increasing oil supply to gain market share and global demand for oil falling sharply due to the COVID-19 virus. We believe COVID-19 effects should ease, allowing business activity to resume, which should support demand. With respect to supply, oil prices aren’t sustainable at current levels, but we believe it may be many months before the imbalance is corrected. We continue to focus on balance sheets and debt levels for the Fund’s energy holdings.

Stock selection in the consumer discretionary sector also detracted from relative performance. Carnival, a large cruise operator, was a notable detractor as the cruise industry was hit particularly hard by the coronavirus outbreak due to lack of demand for bookings. We sold the position in the stock due to what we perceived to be weak guidance from management for demand going forward, as well as concern for the debt level and lack of revenues.

Financials also hampered relative Fund performance for the period. The precipitous decline in interest rates during the height of the COVID-19 pandemic, from already low levels, weighed heavily on the financials sector. As a result, many bank stocks were trading at valuations last seen at the depth of the 2008 financial crisis. This is despite sweeping changes since that period, such as improved balance sheets, lower leverage and solid capital positions. Given these changes,

we believe banks have rarely been better positioned to withstand a crisis and thus offer compelling value at current valuations.

As of period-end, the Fund had a cyclical bias with overweight exposures in financial, energy and industrial companies relative to its benchmark. The Fund was also overweight technology stocks. Conversely, the Fund was underweight real estate, utilities, communication services, consumer staples and health care relative to its benchmark.

Based on history and our experience, we believe a shift toward value stocks lies on the other side of this fear, momentum and growth-driven market environment. When we are faced with situations such as the current environment, our discipline is to be opportunistic by depending heavily on fundamentals, demanding a deep discount to intrinsic value and maintaining a long-term view.

Thank you for your investment in Invesco Comstock Select Fund and for sharing our long-term investment horizon.

1 Source: US Federal Reserve

2 Source: US Bureau of Economic Analysis

3 Source: The Associated Press

Portfolio Managers: Kevin Holt, Devin Armstrong, Charles DyReyes, James Warwick

 

 

5      INVESCO COMSTOCK SELECT FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Citigroup, Inc.      8.2%   
Philip Morris International, Inc.      5.6      
Morgan Stanley      5.1      
AT&T, Inc.      5.0      
Bank of America Corp.      4.3      
Anthem, Inc.      4.2      
Chevron Corp.      4.2      
Microsoft Corp.      3.9      
Intel Corp.      3.9      
QUALCOMM, Inc.      3.7      

Holdings and allocations are subject to change and are not buy/sell recommendations. Percentages are as of April 30, 2020, and are based on net assets.

TOP TEN COMMON STOCK INDUSTRIES

 

Oil, Gas & Consumable Fuels      15.5%   
Commercial Banks      14.5      
Capital Markets      11.0      
Health Care Providers & Services      8.1      
Semiconductors & Semiconductor Equipment      7.6      
Tobacco      5.6      
Pharmaceuticals      5.3      
Diversified Telecommunication Services      5.0      
Software      3.9      
Electrical Equipment      3.8      

Holdings and allocations are subject to change and are not buy/sell recommendations. Percentages are as of April 30, 2020, and are based on net assets.

 

 

SECTOR ALLOCATION

 

LOGO

Holdings and allocations are subject to change and are not buy/sell recommendations. Percentages are as of April 30, 2020 and are based on total market value of investments.

For more current Fund holdings, please visit invesco.com.

 

6      INVESCO COMSTOCK SELECT FUND


Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/20

 

    Inception
Date
  1-Year       5-Year      

10-Year    

Class A (CGRWX)

  9/16/85   -17.26%   1.05%  

5.96%

Class C (CGRCX)

  5/1/96   -17.88      0.30     

5.17   

Class R (CGRNX)

  3/1/01   -17.46      0.80     

5.69   

Class Y (CGRYX)

  12/16/96   -17.09      1.29     

6.28   

Class R5 (IOVVX)1

  5/24/19   -17.00      1.12     

5.99   

Class R6 (OGRIX)2

  2/28/12   -16.97      1.47     

6.453  

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/20

 

    Inception
Date
  1-Year       5-Year      

10-Year    

Class A (CGRWX)

  9/16/85   -21.80%   -0.08%  

5.36%

Class C (CGRCX)

  5/1/96   -18.51      0.30     

5.17   

Class R (CGRNX)

  3/1/01   -17.46      0.80     

5.69   

Class Y (CGRYX)

  12/16/96   -17.09      1.29     

6.28   

Class R5 (IOVVX)1

  5/24/19   -17.00      1.12     

5.99   

Class R6 (OGRIX)2

  2/28/12   -16.97      1.47     

6.453  

1. Class R5 shares’ performance shown prior to the inception date 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.

2. After the close of business on May 24, 2019, Class I shares were reorganized as Class R6 shares.

3. Shows performance since inception.

Performance quoted is past performance and cannot guarantee 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 Class 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 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 expenses. See Fund prospectus and summary prospectus for more information on share classes, sales charges and new fee agreements, if any. Fund literature is available at invesco.com.

 

7      INVESCO COMSTOCK SELECT FUND


The Fund’s performance is compared to the performance of the Russell 1000 Value Index. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. 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.

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

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

 

8      INVESCO COMSTOCK SELECT FUND


to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

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/fundprospectus.

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.

 

9      INVESCO COMSTOCK SELECT FUND


Fund Expenses

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 April 30, 2020.

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 April 30, 2020” 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.

 

10      INVESCO COMSTOCK SELECT FUND


Actual    Beginning
Account
Value
November 1, 2019
   Ending
Account
Value
April 30, 2020
   Expenses
Paid During
6 Months Ended
April 30, 2020

Class A

     $     1,000.00            $     810.00            $       4.20          

Class C

       1,000.00              807.10              7.58          

Class R

       1,000.00              808.90              5.32          

Class Y

       1,000.00              810.50              3.07          

Class R5

       1,000.00              811.20              2.57          

Class R6

       1,000.00              811.20              2.35          

Hypothetical

              

(5% return before expenses)

                                

Class A

       1,000.00              1,020.24              4.68          

Class C

       1,000.00              1,016.51              8.46          

Class R

       1,000.00              1,019.00              5.94          

Class Y

       1,000.00              1,021.48              3.42          

Class R5

       1,000.00              1,022.03              2.87          

Class R6

       1,000.00              1,022.28              2.62          

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2020 are as follows:

 

Class    Expense Ratios  
Class A      0.93
Class C      1.68  
Class R      1.18  
Class Y      0.68  
Class R5      0.57  
Class R6      0.52  

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Adviser. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “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.

 

11      INVESCO COMSTOCK SELECT FUND


SCHEDULE OF INVESTMENTS April 30, 2020

 

      Shares      Value  

Common Stocks—97.1%

                 

Consumer Discretionary—3.0%

                 

Automobiles—3.0%

     

General Motors Co.

     1,262,378      $ 28,138,406  

Consumer Staples—5.6%

                 

Tobacco—5.6%

     

Philip Morris

     

International, Inc.

     686,529        51,215,063  

Energy—15.5%

                 

Oil, Gas & Consumable Fuels—15.5%

     

BP plc

     5,828,042        23,012,961  

Chevron Corp.

     416,385        38,307,420  

Marathon Oil Corp.

     5,043,995        30,869,250  

Noble Energy, Inc.

     2,892,049        28,371,001  

Suncor Energy, Inc.

     1,200,358        21,426,390  
        141,987,022  

    

                 

Financials—28.5%

                 

Capital Markets—11.0%

     

Bank of New York

     

Mellon Corp. (The)

     606,590        22,771,388  

Goldman Sachs

     

Group, Inc. (The)

     169,514        31,092,258  

Morgan Stanley

     1,187,495        46,822,928  
        100,686,574  

    

                 

Commercial Banks—14.5%

     

Bank of America

     

Corp.

     1,654,426        39,788,945  

Citigroup, Inc.

     1,541,992        74,879,132  

Citizens Financial

     

Group, Inc.

     814,931        18,246,305  
        132,914,382  

    

                 

Insurance—3.0%

     

American

     

International Group,

     

Inc.

     1,100,106        27,975,696  

Health Care—13.4%

                 

Health Care Providers & Services—8.1%

 

Anthem, Inc.

     137,447        38,585,496  

CVS Health Corp.

     264,828        16,300,163  

McKesson Corp.

     133,486        18,854,898  
        73,740,557  

    

                 

Pharmaceuticals—5.3%

     

Bristol-Myers

     

Squibb Co.

     423,668        25,763,251  

Sanofi

     236,761        23,163,197  
        48,926,448  
      Shares      Value  

Industrials—12.5%

                 

Aerospace & Defense—1.3%

     

Textron, Inc.

     434,770      $ 11,460,537  

Air Freight & Couriers—2.6%

     

FedEx Corp.

     188,854        23,941,022  

Building Products—1.5%

     

Johnson Controls

     

International plc

     477,916        13,912,135  

Electrical Equipment—3.8%

     

Eaton Corp. plc

     189,812        15,849,302  

Emerson Electric Co.

     338,979        19,331,972  
        35,181,274  

    

                 

Machinery—3.3%

     

Caterpillar, Inc.

     258,062        30,033,255  

Information Technology—13.6%

                 

IT Services—2.1%

     

Cognizant

     

Technology

     

Solutions Corp.,

     

Cl. A

     338,037        19,612,907  

Semiconductors & Semiconductor

     

Equipment—7.6%

     

Intel Corp.

     598,685        35,909,126  

QUALCOMM, Inc.

     422,923        33,271,352  
        69,180,478  

    

                 

Software—3.9%

     

Microsoft Corp.

     201,053        36,030,708  

Telecommunication Services—5.0%

                 

Diversified Telecommunication Services—5.0%

 

AT&T, Inc.

     1,510,629        46,028,866  

Total Common Stocks

     

(Cost $1,008,522,354)

        890,965,330  
 

 

12      INVESCO COMSTOCK SELECT FUND


      Shares      Value  

Investment Company—2.6%

                 

Invesco Government

     

& Agency Portfolio,

     

Institutional Class,

0.20%1,2

(Cost $23,765,041)

     23,765,041      $ 23,765,041  

Total

Investments,

at Value

(Cost $1,032,287,395)

     99.7%        914,730,371  

Net Other Assets

(Liabilities)

     0.3        2,480,164  
  

 

 

 

Net Assets

     100.0%      $     917,210,535  
  

 

 

 
 

Footnotes to Schedule of Investments

1. The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

2. Affiliated issuer. The issuer and/or the Fund is affiliated by having an investment adviser that is under common control of Invesco, Ltd. Transactions during the reporting period in which the issuer was an affiliate are as follows:

 

      Shares
October 31, 2019
     Gross
Additions
     Gross
Reductions
     Shares
April 30, 2020
 

Investment Company

           

Invesco Government & Agency

           

Portfolio, Institutional Class

               50,392,746        143,628,413        170,256,118        23,765,041  
      Value      Income      Realized
Gain (Loss)
     Change in
Unrealized
Gain (Loss)
 

Investment Company

           

Invesco Government & Agency

           

Portfolio, Institutional Class

   $           23,765,041      $           240,718      $           —      $           —  

See accompanying Notes to Financial Statements.

 

13      INVESCO COMSTOCK SELECT FUND


STATEMENT OF ASSETS AND LIABILITIES April 30, 2020

 

Assets

        

Investments, at value—see accompanying schedule of investments:

  

Unaffiliated companies (cost $1,008,522,354)

   $ 890,965,330    

 

Affiliated companies (cost $23,765,041)

     23,765,041    
  

 

 

 
       914,730,371    

Cash

     999,999    

Receivables and other assets:

  

Dividends

     2,352,274    

Shares of beneficial interest sold

     157,852    

Other

     241,705    
  

 

 

 

Total assets

         918,482,201    

Liabilities

        

Payables and other liabilities:

  

Shares of beneficial interest redeemed

     564,934    

Trustees’ compensation

     225,040    

Transfer and shareholder servicing agent fees

     186,668    

Shareholder communications

     139,849    

Distribution and service plan fees

     103,145    

Advisory fees

     12,767    

Administration fees

     382    

Other

     38,881    
  

 

 

 

Total liabilities

     1,271,666    

 

Net Assets

   $ 917,210,535    
  

 

 

 
  

Composition of Net Assets

        

 

Shares of beneficial interest

   $ 1,054,377,922    

Total accumulated loss

     (137,167,387)    
  

 

 

 

Net Assets

   $ 917,210,535    
  

 

 

 

 

14      INVESCO COMSTOCK SELECT FUND


Net Asset Value Per Share

        

Class A Shares:

  
Net asset value and redemption price per share (based on net assets of $388,557,619 and 18,075,099 shares of beneficial interest outstanding)      $21.50     

Maximum offering price per share (net asset value plus sales charge of 5.50% of offering price)

     $22.75     

Class C Shares:

  
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $27,325,241 and 1,360,699 shares of beneficial interest outstanding)      $20.08     

Class R Shares:

  
Net asset value, redemption price and offering price per share (based on net assets of $27,339,536 and 1,309,038 shares of beneficial interest outstanding)      $20.89     

Class Y Shares:

  
Net asset value, redemption price and offering price per share (based on net assets of $29,843,423 and 1,345,034 shares of beneficial interest outstanding)      $22.19     

Class R5 Shares:

  
Net asset value, redemption price and offering price per share (based on net assets of $6,723 and 313.08 shares of beneficial interest outstanding)      $21.47     

Class R6 Shares:

  
Net asset value, redemption price and offering price per share (based on net assets of $444,137,993 and 20,066,329 shares of beneficial interest outstanding)      $22.13     

See accompanying Notes to Financial Statements.

 

15      INVESCO COMSTOCK SELECT FUND


STATEMENT

OF OPERATIONS

 

     Six Months Ended     Year Ended  
     April 30, 2020     October 31, 2019  

Investment Income

                

Dividends:

    

Unaffiliated companies (net of foreign withholding taxes of $215,598 and $314,418, respectively)

   $ 17,322,379     $ 37,461,759      

Affiliated companies

     240,718       1,242,398      

Interest

     5,646       20,601      
  

 

 

 

Total investment income

 

    

 

17,568,743

 

 

 

   

 

38,724,758    

 

 

 

Expenses

                

Advisory fees

     2,766,000       6,902,081      

Administration fees

     82,798       81,516      

Distribution and service plan fees:

    

Class A

     574,458       1,198,225      

Class C

     180,211       746,694      

Class R

     82,225       184,283      

Transfer and shareholder servicing agent fees:

    

Class A

     458,492       974,154      

Class C

     34,603       146,141      

Class R

     31,566       72,883      

Class Y

     47,005       136,313      

Class R5

     2       3      

Class R6

     13,985       154,548      

Shareholder communications:

    

Class A

     23,858       44,164      

Class C

     1,799       5,411      

Class R

     1,644       3,119      

Class Y

     2,454       5,131      

Class R6

     27,321       42,131      

Trustees’ compensation

     25,770       23,248      

Custodian fees and expenses

     3,844       54,408      

Borrowing fees

           28,260      

Other

     98,967       72,555      
  

 

 

 

Total expenses

     4,457,002       10,875,268      

Less waivers and reimbursements of expenses

     (179,049     (128,204)     
  

 

 

 

Net expenses

     4,277,953       10,747,064      
     

Net Investment Income

     13,290,790       27,977,694      

 

16      INVESCO COMSTOCK SELECT FUND


     Six Months Ended     Year Ended  
     April 30, 2020     October 31, 2019  

Realized and Unrealized Gain (Loss)

                

Net realized gain (loss) on:

    
Investment transactions in unaffiliated companies (includes net gains from securities sold to affiliates of $— and $175,356, respectively)    $ (20,939,261     $      273,471,217  

Foreign currency transactions

     (32,673     26,163  
  

 

 

 

Net realized gain (loss)

     (20,971,934     273,497,380  

Net change in unrealized appreciation/(depreciation) on:

    

Investment transactions in unaffiliated companies

     (204,004,434     (185,596,744

Foreign currency transactions

     (125     125  
  

 

 

 

Net change in unrealized appreciation/(depreciation)

     (204,004,559     (185,596,619

Net Increase (Decrease) in Net Assets Resulting from Operations

   $     (211,685,703     $      115,878,455  
  

 

 

 

See accompanying Notes to Financial Statements.

 

17      INVESCO COMSTOCK SELECT FUND


STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
April 30, 2020
    Year Ended
October 31, 2019
    Year Ended
October 31, 2018
 

Operations

                        

Net investment income

   $ 13,290,790     $ 27,977,694     $ 32,421,255  

Net realized gain (loss)

     (20,971,934     273,497,380       200,794,591  

Net change in unrealized appreciation/(depreciation)

     (204,004,559     (185,596,619     (206,639,705
  

 

 

 

Net increase (decrease) in net assets resulting from operations

 

    

 

(211,685,703

 

 

   

 

115,878,455

 

 

 

   

 

26,576,141

 

 

 

Dividends and/or Distributions to Shareholders

                        

Distributions to shareholders from distributable earnings:

      

Class A

     (119,234,349     (61,845,162     (31,344,141

Class B

                 (64,861

Class C

     (9,257,960     (11,413,279     (5,929,937

Class R

     (8,173,489     (4,727,389     (2,356,965

Class Y

     (15,867,545     (8,984,172     (8,149,910

Class R5

     (2,397     (120      

Class R6

     (122,758,577     (119,301,253     (75,010,485
  

 

 

 

Total distributions from distributable earnings

 

    

 

(275,294,317

 

 

   

 

(206,271,375

 

 

   

 

(122,856,299

 

 

Beneficial Interest Transactions

                        

Net increase (decrease) in net assets resulting from beneficial interest transactions:

      

Class A

     76,804,592       44,557,789       (19,565,781

Class B

                 (2,053,946

Class C

     2,955,739       (49,742,879     (11,438,241

Class R

     5,430,763       (232,706     (1,804,853

Class Y

     (19,457,423     1,515,165       (67,395,973

Class R5

           10,000        

Class R6

     9,158,200       (323,815,201     (239,154,095
  

 

 

 

Total beneficial interest transactions

 

    

 

74,891,871

 

 

 

   

 

(327,707,832

 

 

   

 

(341,412,889

 

 

Net Assets

                        

Total decrease

     (412,088,149     (418,100,752     (437,693,047

Beginning of period

     1,329,298,684       1,747,399,436       2,185,092,483  
  

 

 

 

End of period

   $        917,210,535     $     1,329,298,684     $     1,747,399,436  
  

 

 

 

See accompanying Notes to Financial Statements.

 

18      INVESCO COMSTOCK SELECT FUND


FINANCIAL HIGHLIGHTS

 

Class A    Six Months
Ended
April 30, 2020
    Year Ended
October 31,
2019
    Year Ended
October 31,
2018
    Year Ended
October 31,
2017
    Year Ended
October 31,
2016
    Year Ended
October 30,
20151
 

Per Share Operating Data

            

Net asset value, beginning of period

     $33.81       $35.63       $37.62       $31.66       $31.64       $31.50  

Income (loss) from investment operations:

            

Net investment income2

     0.29       0.58       0.51       0.34       0.37       0.37  

Net realized and unrealized gain (loss)

     (5.00)       2.00       (0.32)       6.09       0.04       0.13  

Total from investment operations

     (4.71)       2.58       0.19       6.43       0.41       0.50  

Dividends and/or distributions to shareholders:

            

Dividends from net investment income

     (0.29)       (0.56)       (0.52)       (0.47)       (0.39)       (0.36)  

Distributions from net realized gain

     (7.31)       (3.84)       (1.66)       0.00       0.00       0.00  

Total dividends and/or distributions to shareholders

     (7.60)       (4.40)       (2.18)       (0.47)       (0.39)       (0.36)  

Net asset value, end of period

     $21.50       $33.81       $35.63       $37.62       $31.66       $31.64  
                                                
            

Total Return, at Net Asset Value3

     (19.00)%       8.66%       0.35%       20.41%       1.33%       1.58%  
            

Ratios/Supplemental Data

                                                

Net assets, end of period (in thousands)

     $388,558       $524,705       $500,866       $548,012       $514,425       $563,546  

Average net assets (in thousands)

     $478,689       $499,873       $544,841       $546,267       $526,331       $607,740  

Ratios to average net assets:4

            

Net investment income

     2.17%       1.79%       1.37%       0.97%       1.21%       1.14%  

Expenses excluding specific expenses listed below

     0.97%       0.95%       0.93%       0.95%       0.96%       0.95%  

Interest and fees from borrowings

     0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%5  

Total expenses6

     0.97%       0.95%       0.93%       0.95%       0.96%       0.95%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.93%       0.93%       0.93%7       0.94%       0.96%7       0.95%7  

Portfolio turnover rate8

     11%       129%       45%       53%       64%       51%  

 

19      INVESCO COMSTOCK SELECT FUND


FINANCIAL HIGHLIGHTS Continued

1. Represents the last business day of the Fund’s reporting period.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from fund fees and expenses were as follows:

 

    

Six Months Ended April 30, 2020

     0.97

Year Ended October 31, 2019

     0.95

Year Ended October 31, 2018

     0.93

Year Ended October 31, 2017

     0.95

Year Ended October 31, 2016

     0.96

Year Ended October 30, 2015

     0.95

7. Waiver was less than 0.005%.

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

See accompanying Notes to Financial Statements.

 

20      INVESCO COMSTOCK SELECT FUND


Class C    Six Months
Ended
April 30, 2020
    Year Ended
October 31,
2019
    Year Ended
October 31,
2018
    Year Ended
October 31,
2017
    Year Ended
October 31,
2016
    Year Ended
October 30,
20151
 

Per Share Operating Data

            

Net asset value, beginning of period

     $32.01       $33.95       $35.96       $30.32       $30.32       $30.19  

Income (loss) from investment operations:

            

Net investment income2

     0.18       0.32       0.22       0.07       0.13       0.12  

Net realized and unrealized gain (loss)

     (4.64)       1.89       (0.31)       5.83       0.04       0.14  

Total from investment operations

     (4.46)       2.21       (0.09)       5.90       0.17       0.26  

Dividends and/or distributions to shareholders:

            

Dividends from net investment income

     (0.16)       (0.31)       (0.26)       (0.26)       (0.17)       (0.13)  

Distributions from net realized gain

     (7.31)       (3.84)       (1.66)       0.00       0.00       0.00  

Total dividends and/or distributions to shareholders

     (7.47)       (4.15)       (1.92)       (0.26)       (0.17)       (0.13)  

Net asset value, end of period

     $20.08       $32.01       $33.95       $35.96       $30.32       $30.32  
                                                
            

Total Return, at Net Asset Value3

     (19.29)%       7.86%       (0.44)%       19.51%       0.58%       0.84%  
            

Ratios/Supplemental Data

                                                

Net assets, end of period (in thousands)

     $27,325       $40,759       $96,108       $113,203       $112,170       $127,437  

Average net assets (in thousands)

     $36,067       $74,754       $109,594       $116,876       $117,162       $135,091  

Ratios to average net assets:4

            

Net investment income

     1.41%       1.03%       0.62%       0.22%       0.46%       0.39%  

Expenses excluding specific expenses listed below

     1.73%       1.69%       1.69%       1.70%       1.71%       1.70%  

Interest and fees from borrowings

     0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%5  

Total expenses6

     1.73%       1.69%       1.69%       1.70%       1.71%       1.70%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.68%       1.68%       1.69%7       1.69%       1.71%7       1.70%7  

Portfolio turnover rate8

     11%       129%       45%       53%       64%       51%  

 

21      INVESCO COMSTOCK SELECT FUND


FINANCIAL HIGHLIGHTS Continued

1. Represents the last business day of the Fund’s reporting period.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from fund fees and expenses were as follows:

 

    

Six Months Ended April 30, 2020

     1.73

Year Ended October 31, 2019

     1.69

Year Ended October 31, 2018

     1.69

Year Ended October 31, 2017

     1.70

Year Ended October 31, 2016

     1.71

Year Ended October 30, 2015

     1.70  

7. Waiver was less than 0.005%.

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

See accompanying Notes to Financial Statements.

 

22      INVESCO COMSTOCK SELECT FUND


Class R    Six Months
Ended
April 30, 2020
    Year Ended
October 31,
2019
    Year Ended
October 31,
2018
    Year Ended
October 31,
2017
    Year Ended
October 31,
2016
    Year Ended
October 30,
20151
 

Per Share Operating Data

            

Net asset value, beginning of period

     $33.04       $34.91       $36.91       $31.08       $31.06       $30.92  

Income (loss) from investment operations:

            

Net investment income2

     0.25       0.49       0.41       0.25       0.29       0.28  

Net realized and unrealized gain (loss)

     (4.85)       1.96       (0.32)       5.97       0.04       0.14  

Total from investment operations

     (4.60)       2.45       0.09       6.22       0.33       0.42  

Dividends and/or distributions to shareholders:

            

Dividends from net investment income

     (0.24)       (0.48)       (0.43)       (0.39)       (0.31)       (0.28)  

Distributions from net realized gain

     (7.31)       (3.84)       (1.66)       0.00       0.00       0.00  

Total dividends and/or distributions to shareholders

     (7.55)       (4.32)       (2.09)       (0.39)       (0.31)       (0.28)  

Net asset value, end of period

     $20.89       $33.04       $34.91       $36.91       $31.08       $31.06  
                                                
            

Total Return, at Net Asset Value3

     (19.11)%       8.41%       0.08%       20.10%       1.11%       1.35%  
            

Ratios/Supplemental Data

                                                

Net assets, end of period (in thousands)

     $27,340       $36,469       $38,411       $42,358       $38,801       $50,813  

Average net assets (in thousands)

     $32,938       $37,382       $41,775       $41,429       $42,959       $58,025  

Ratios to average net assets:4

            

Net investment income

     1.92%       1.54%       1.12%       0.73%       0.96%       0.89%  

Expenses excluding specific expenses listed below

     1.23%       1.20%       1.18%       1.19%       1.20%       1.19%  

Interest and fees from borrowings

     0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%5  

Total expenses6

     1.23%       1.20%       1.18%       1.19%       1.20%       1.19%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.18%       1.18%       1.18%7       1.18%       1.20%7       1.19%7  

Portfolio turnover rate8

     11%       129%       45%       53%       64%       51%  

 

23      INVESCO COMSTOCK SELECT FUND


FINANCIAL HIGHLIGHTS Continued

1. Represents the last business day of the Fund’s reporting period.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from fund fees and expenses were as follows:

 

    

Six Months Ended April 30, 2020

     1.23

Year Ended October 31, 2019

     1.20

Year Ended October 31, 2018

     1.18

Year Ended October 31, 2017

     1.19

Year Ended October 31, 2016

     1.20

Year Ended October 30, 2015

     1.19  

7. Waiver was less than 0.005%.

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

See accompanying Notes to Financial Statements.

 

24      INVESCO COMSTOCK SELECT FUND


Class Y    Six Months
Ended
April 30, 2020
    Year Ended
October 31,
2019
    Year Ended
October 31,
2018
    Year Ended
October 31,
2017
    Year Ended
October 31,
2016
    Year Ended
October 30,
20151
 

Per Share Operating Data

            

Net asset value, beginning of period

     $34.70       $36.44       $38.43       $32.33       $32.29       $32.14  

Income (loss) from investment operations:

            

Net investment income2

     0.34       0.68       0.62       0.44       0.46       0.45  

Net realized and unrealized gain (loss)

     (5.21)       2.07       (0.34)       6.22       0.04       0.14  

Total from investment operations

     (4.87)       2.75       0.28       6.66       0.50       0.59  

Dividends and/or distributions to shareholders:

            

Dividends from net investment income

     (0.33)       (0.65)       (0.61)       (0.56)       (0.46)       (0.44)  

Distributions from net realized gain

     (7.31)       (3.84)       (1.66)       0.00       0.00       0.00  

Total dividends and/or distributions to shareholders

     (7.64)       (4.49)       (2.27)       (0.56)       (0.46)       (0.44)  

Net asset value, end of period

     $22.19       $34.70       $36.44       $38.43       $32.33       $32.29  
                                                
            

Total Return, at Net Asset Value3

     (18.95)%       8.97%       0.55%       20.71%       1.61%       1.83%  
            

Ratios/Supplemental Data

                                                

Net assets, end of period (in thousands)

     $29,843       $70,677       $72,317       $142,547       $111,684       $107,097  

Average net assets (in thousands)

     $48,711       $69,931       $129,699       $130,558       $108,450       $109,382  

Ratios to average net assets:4

            

Net investment income

     2.41%       2.03%       1.61%       1.20%       1.47%       1.38%  

Expenses excluding specific expenses listed below

     0.73%       0.71%       0.68%       0.71%       0.71%       0.70%  

Interest and fees from borrowings

     0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%5  

Total expenses6

     0.73%       0.71%       0.68%       0.71%       0.71%       0.70%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.68%       0.68%       0.68%7       0.69%       0.71%7       0.70%7  

Portfolio turnover rate8

     11%       129%       45%       53%       64%       51%  

 

25      INVESCO COMSTOCK SELECT FUND


FINANCIAL HIGHLIGHTS Continued

1. Represents the last business day of the Fund’s reporting period.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from fund fees and expenses were as follows:

 

    

Six Months Ended April 30, 2020

     0.73

Year Ended October 31, 2019

     0.71

Year Ended October 31, 2018

     0.68

Year Ended October 31, 2017

     0.71

Year Ended October 31, 2016

     0.71

Year Ended October 30, 2015

     0.70  

7. Waiver was less than 0.005%.

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

See accompanying Notes to Financial Statements.

 

26      INVESCO COMSTOCK SELECT FUND


Class R5    Six Months
Ended
April 30, 2020
    Period
Ended
October 31,
20191
 

Per Share Operating Data

                

Net asset value, beginning of period

     $33.80       $31.94  

Income (loss) from investment operations:

    

Net investment income2

     0.34       0.31  

Net realized and unrealized gain (loss)

     (5.02)       1.93  

Total from investment operations

     (4.68)       2.24  

Dividends and/or distributions to shareholders:

    

Dividends from net investment income

     (0.34)       (0.38)  

Distributions from net realized gain

     (7.31)       0.00  

Total dividends and/or distributions to shareholders

     (7.65)       (0.38)  

Net asset value, end of period

     $21.47       $33.80  
                
    

Total Return, at Net Asset Value3

     (18.88)%       7.03%  
    

Ratios/Supplemental Data

                

Net assets, end of period (in thousands)

     $7       $11  

Average net assets (in thousands)

     $8       $10  

Ratios to average net assets:4

    

Net investment income

     2.52%       2.15%  

Expenses excluding specific expenses listed below

     0.57%       0.57%  

Interest and fees from borrowings

     0.00%       0.00%  

Total expenses5

     0.57%       0.57%  

Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses

     0.57%6       0.57%6  

Portfolio turnover rate7

     11%       129%  

1. For the period from after the close of business on May 24, 2019 (inception of offering) to October 31, 2019.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from fund fees and expenses were as follows:

 

    

Six Months Ended April 30, 2020

     0.57

Period Ended October 31, 2019

     0.57

6. Waiver was less than 0.005%.

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

See accompanying Notes to Financial Statements.

 

27      INVESCO COMSTOCK SELECT FUND


FINANCIAL HIGHLIGHTS Continued

 

Class R6    Six Months
Ended
April 30, 2020
    Year Ended
October 31,
2019
    Year Ended
October 31,
2018
    Year Ended
October 31,
2017
    Year Ended
October 31,
2016
    Year Ended
October 30,
20151
 

Per Share Operating Data

            

Net asset value, beginning of period

     $34.63       $36.38       $38.37       $32.28       $32.24       $32.09  

Income (loss) from investment operations:

            

Net investment income2

     0.36       0.73       0.68       0.50       0.52       0.51  

Net realized and unrealized gain (loss)

     (5.19)       2.06       (0.33)       6.21       0.04       0.14  

Total from investment operations

     (4.83)       2.79       0.35       6.71       0.56       0.65  

Dividends and/or distributions to shareholders:

            

Dividends from net investment income

     (0.36)       (0.70)       (0.68)       (0.62)       (0.52)       (0.50)  

Distributions from net realized gain

     (7.31)       (3.84)       (1.66)       0.00       0.00       0.00  

Total dividends and/or distributions to shareholders

     (7.67)       (4.54)       (2.34)       (0.62)       (0.52)       (0.50)  

Net asset value, end of period

     $22.13       $34.63       $36.38       $38.37       $32.28       $32.24  
                                                
            

Total Return, at Net Asset Value3

     (18.88)%       9.13%       0.75%       20.92%       1.80%       2.03%  
            

Ratios/Supplemental Data

                                                

Net assets, end of period (in thousands)

     $444,138       $656,678       $1,039,697       $1,336,915       $1,185,317       $1,234,068  

Average net assets (in thousands)

     $544,424       $741,473       $1,219,109       $1,298,791       $1,180,588       $1,263,026  

Ratios to average net assets:4

            

Net investment income

     2.58%       2.20%       1.78%       1.39%       1.65%       1.57%  

Expenses excluding specific expenses listed below

     0.54%       0.52%       0.52%       0.52%       0.52%       0.51%  

Interest and fees from borrowings

     0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%5  

Total expenses6

     0.54%       0.52%       0.52%       0.52%       0.52%       0.51%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.52%       0.52%7       0.52%7       0.51%       0.52%7       0.51%7  

Portfolio turnover rate8

     11%       129%       45%       53%       64%       51%  

 

28      INVESCO COMSTOCK SELECT FUND


1. Represents the last business day of the Fund’s reporting period.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from fund fees and expenses were as follows:

 

    

Six Months Ended April 30, 2020

     0.54

Year Ended October 31, 2019

     0.52

Year Ended October 31, 2018

     0.52

Year Ended October 31, 2017

     0.52

Year Ended October 31, 2016

     0.52

Year Ended October 30, 2015

     0.51  

7. Waiver was less than 0.005%.

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

See accompanying Notes to Financial Statements.

 

29      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS April 30, 2020

Note 1 – Significant Accounting Policies

Invesco Comstock Select Fund (the “Fund”), formerly Invesco Oppenheimer Value 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 Value 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”).

Effective April 30, 2020, the Fund’s fiscal year end changed from October 31 to April 30.

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. Class C shares held for ten years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the tenth anniversary after a purchase of Class C shares.

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

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

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

A security listed or traded on an exchange (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 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

 

30      INVESCO COMSTOCK SELECT FUND


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 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

 

31      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

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

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

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

B.

Securities Transactions and Investment Income - Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on 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 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 Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the

 

32      INVESCO COMSTOCK SELECT FUND


ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

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

C.

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

D.

Distributions - Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from accounting principles generally accepted in the United States of America (“GAAP”), are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid quarterly or at other times as determined necessary by the Adviser.

E.

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

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

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

F.

Expenses - Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. 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

 

33      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

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 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 investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. The Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

 

34      INVESCO COMSTOCK SELECT FUND


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 $300 million

     0.625 %     

Next $100 million

     0.500  

Next $4.6 billion

     0.450  

Over $5 billion

     0.430  

*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 six months ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.49%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory agreements with Invesco Capital Management LLC, and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Fund.

The Adviser has contractually agreed, through August 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 0.93%, 1.68%, 1.18%, 0.68%, 0.57% and 0.52%, 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 expenses 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 on August 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, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

 

35      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

For the six months ended April 30, 2020, the Adviser waived advisory fees of $18,197 and reimbursed Fund expenses of $86,469, $8,167, $7,473, $10,119 and $48,624 for 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 six months ended April 30, 2020, expenses incurred under the agreement are shown in the Statement of Operations as Administration fees. Additionally, Invesco has entered into service agreements whereby Citibank, N.A. serves as custodian to the Fund.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the six months ended April 30, 2020, expenses incurred under these agreements are shown in the 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 assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the 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. For the six months ended April 30, 2020, expenses incurred under the plans are shown in the 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 six months ended April 30, 2020, IDI advised the Fund that IDI retained $32,411 in front-end sales commissions from the sale of Class A shares and $685 and $319 from Class A and Class C shares, respectively, 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.

 

36      INVESCO COMSTOCK SELECT FUND


Note 3 – Additional Valuation Information

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

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of April 30, 2020. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

      Level 1—
Unadjusted
Quoted Prices
     Level 2—
Other Significant
Observable Inputs
     Level 3—
Significant
Unobservable
Inputs
     Value  

Assets Table

           

Investments, at Value:

           

Common Stocks

           

Consumer Discretionary

   $ 28,138,406      $      $                 —      $ 28,138,406  

Consumer Staples

     51,215,063                      51,215,063  

Energy

     118,974,061                23,012,961                       141,987,022  

Financials

             261,576,652                      261,576,652  

Health Care

     99,503,808        23,163,197               122,667,005  

Industrials

     114,528,223                      114,528,223  

Information Technology

     124,824,093                      124,824,093  

 

37      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

      Level 1—
Unadjusted
Quoted Prices
     Level 2—
Other Significant
Observable Inputs
     Level 3—
Significant
Unobservable
Inputs
     Value  

Common Stocks (Continued)

           

Telecommunication Services

   $ 46,028,866      $      $      $ 46,028,866  

Investment Company

     23,765,041                      23,765,041  
  

 

 

 

Total Assets

   $         868,554,213      $         46,176,158      $                 —      $         914,730,371  
  

 

 

 

Note 4 – Trustee and Officer Fees and Benefits

The Fund has adopted an unfunded retirement plan (the “Plan”) for the 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 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

   $ 11,790  

Payments Made to Retired Trustees

      

Accumulated Liability as of April 30, 2020

                         107,073  

Certain trustees have executed Deferred Compensation Agreement(s) 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(s), 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 Statement of Assets and Liabilities. Deferral of Trustees’ fees under the plan(s) 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 Deferred Compensation Agreement(s).

Note 5 – Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with Citibank, N.A., the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated

 

38      INVESCO COMSTOCK SELECT FUND


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. Effective May 5, 2020 the custodian changed to State Street Bank and Trust.

Note 6 – Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders for the Six Months Ended April 30, 2020 and the Fiscal Years Ended October 31, 2019 and October 31, 2018:

 

      April 30, 2020      October 31, 2019      October 31, 2018  

Ordinary income

     $ 11,964,234      $ 37,412,036      $ 32,084,732  

Long-term capital gain

     263,330,083        168,859,339        90,771,567  
  

 

 

 

Total distributions

     $                 275,294,317      $                 206,271,375      $                 122,856,299  
  

 

 

 

Tax Components of Net Assets at Period-End:

 

      2020  

Undistributed ordinary income

     $ 4,501,610  

Net unrealized appreciation - investments

     (125,496,629

Temporary book/tax differences

     (224,063

Capital loss carryforward

     (15,948,311

Shares of beneficial interest

                     1,054,377,928  
  

 

 

 

Total net assets

     $ 917,210,535  
  

 

 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund has a capital loss carryforward as of April 30, 2020, which expires as follows:

Capital Loss Carryforward*  
Expiration    Short-Term      Long-Term      Total  

Not subject to expiration

   $                 14,948,283      $                 1,000,028      $                 15,948,311  

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

 

39      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

Note 7 – 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 six months ended April 30, 2020 was $119,613,449 and $279,534,816, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  

Aggregate unrealized appreciation of investments

     $ 78,501,534  

Aggregate unrealized (depreciation) of investments

     (203,998,163
  

 

 

 

Net unrealized depreciation of investments

     $             (125,496,629 ) 
  

 

 

 

Cost of investments for tax purposes is $1,040,227,000.

Note 8 – Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of post financial statement adjustments, distribution redesignation and reclass of foreign currency gain/loss to income, on April 30, 2020, undistributed net investment income was decreased by $281,809 and undistributed net realized loss was decreased by $281,809. This reclassification had no effect on the net assets of the Fund.

Note 9 – Share Information

Transactions in shares of beneficial interest were as follows:

 

     Six Months Ended April 30,
20201
    Year Ended October 31,
20192
    Year Ended October 31,
2018
 
      Shares     Amount     Shares     Amount     Shares     Amount  

Class A

            

Sold

     1,118,330     $ 32,863,057       1,060,281     $ 34,233,028       977,275     $ 36,707,418  

Automatic Conversion Class C to Class A Shares

     74,255       1,950,852       1,229,180       40,824,573              

Dividends and/or distributions reinvested

     4,119,323         114,686,768       1,923,295       59,082,109       810,043       29,996,457  

Redeemed

     (2,753,772     (72,696,085     (2,753,692       (89,581,921     (2,294,858     (86,269,656
  

 

 

 

Net increase (decrease)

     2,558,136     $ 76,804,592       1,459,064     $ 44,557,789       (507,540   $   (19,565,781
  

 

 

 

 

40      INVESCO COMSTOCK SELECT FUND


     Six Months Ended April 30,
20201
   Year Ended October 31,
2019
     Year Ended October 31,
2018
 
      Shares    Amount      Shares      Amount      Shares      Amount  

Class B

                 

Sold

          $             $        219      $ 8,165   

Dividends and/or distributions reinvested

                                 1,731        63,058   

Redeemed3

                                 (57,394)        (2,125,169)  
  

 

 

 

Net increase (decrease)

          $             $        (55,444)      $ (2,053,946)  
  

 

 

 

                 

Class C

                                                     

Sold

     112,370      $ 2,732,809        222,306      $ 6,777,040        257,267      $ 9,213,894   

Dividends and/or distributions reinvested

     346,858        9,060,327        388,781            11,265,659        165,335        5,835,941   

Automatic Conversion Class C to Class A Shares

     (79,346)        (1,950,852)        (1,297,309)        (40,824,573)               —   

Redeemed

     (292,349)        (6,886,545)        (871,157)        (26,961,005)        (740,268)        (26,488,076)  
  

 

 

 

Net increase (decrease)

     87,533      $ 2,955,739        (1,557,379)      $ (49,742,879)        (317,666)      $ (11,438,241)  
  

 

 

 

                 

Class R

                                                     

Sold

     107,716      $ 2,704,571        146,681      $ 4,657,337        170,566      $ 6,271,823   

Dividends and/or distributions reinvested

     298,062        8,075,878        151,671        4,548,819        61,844        2,244,440   

Redeemed

     (200,471)        (5,349,686)        (294,777)        (9,438,862)        (279,720)        (10,321,116)  
  

 

 

 

Net increase (decrease)

     205,307      $ 5,430,763        3,575      $ (232,706)        (47,310)      $ (1,804,853)  
  

 

 

 

                 

Class Y

                                                     

Sold

     462,083      $ 12,039,021        562,025      $ 18,728,830        603,670      $     23,178,710   

Dividends and/or distributions reinvested

     538,764            15,512,550        277,819        8,756,144        207,450        7,844,569   

Redeemed

     (1,692,830)        (47,008,994)        (787,167)        (25,969,809)        (2,536,439)        (98,419,252)  
  

 

 

 

Net increase (decrease)

     (691,983)      $ (19,457,423)        52,677      $ 1,515,165        (1,725,319)      $ (67,395,973)  
  

 

 

 

 

41      INVESCO COMSTOCK SELECT FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

     Six Months Ended April 30,
20201
   Year Ended October 31,
20192
     Year Ended October 31,
2018
 
      Shares    Amount      Shares      Amount      Shares      Amount  

Class R54

                                                     

Sold

          $        313      $ 10,000             $  

Dividends and/or distributions reinvested

                                         

Redeemed

                                         
  

 

 

 

Net increase (decrease)

          $        313      $ 10,000             $  
  

 

 

 

                 

Class R6

                                                     

Sold

     47,530      $ 1,530,832        745,176      $ 24,198,024        2,312,102      $ 88,843,129   

Dividends and/or distributions reinvested

     4,296,191        122,758,577        3,803,013        119,301,253        1,985,017        75,010,485   

Redeemed

     (3,242,205)        (115,131,209)        (14,163,335)        (467,314,478)        (10,560,365)        (403,007,709)  
  

 

 

 

Net increase (decrease)

     1,101,516      $ 9,158,200        (9,615,146)      $ (323,815,201)        (6,263,246)      $ (239,154,095)  
  

 

 

 

1. 46% of the outstanding shares of the Fund are owned by the Adviser or an affiliate of the Adviser.

2. 42% of the outstanding shares of the Fund are owned by the Adviser or an affiliate of the Adviser.

3. All outstanding Class B shares converted to Class A shares on June 1, 2018.

4. Commencement date after the close of business on May 24, 2019.

Note 10 - Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Funds’ ability to achieve its investment objectives. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

42      INVESCO COMSTOCK SELECT FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Trustees of AIM Sector Funds (Invesco Sector Funds) and Shareholders of Invesco Comstock Select Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Comstock Select Fund, formerly Invesco Oppenheimer Value Fund, (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related statements of operations and of changes in net assets, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Statement of Operations and Statement
of Changes in Net Assets
   Financial Highlights
For the period from November 1, 2019 through April 30, 2020 and the year ended October 31, 2019   

For the period from November 1, 2019 through April 30, 2020 and the year ended October 31, 2019 for Class A, Class C, Class R, Class Y and Class R6

 

For the period from November 1, 2019 through April 30, 2020 and the period from May 24, 2019 (inception of offering) through October 31, 2019 for Class R5

The financial statements of Invesco Comstock Select Fund (formerly Invesco Oppenheimer Value Fund) as of and for the year ended October 31, 2018 and the financial highlights for each of the periods ended on or prior to October 31, 2018 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated December 21, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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

 

43      INVESCO COMSTOCK SELECT FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these 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 financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2020 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

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.

 

44      INVESCO COMSTOCK SELECT FUND


TAX INFORMATION

 

 

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue

Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its six months ended April 30, 2020:

 

Federal and State Income Tax

  

Long-Term Capital Gain Distributions

   $             263,330,083  

Qualified Dividend Income*

     100

Corporate Dividends Received Deduction*

     100

Qualified Business Income

     0.00

U.S. Treasury Obligations*

     0.00

Tax-Exempt Interest Dividends*

     0.00

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

45      INVESCO COMSTOCK SELECT FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO SCHEDULE OF INVESTMENTS

 

 

Go paperless with eDelivery

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

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

 Fund reports and prospectuses

 Quarterly statements

 Daily confirmations

 Tax forms

Invesco mailing information

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

Important notice regarding delivery of security holder documents

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

Fund holdings and proxy voting information

The Fund provides a complete list of its 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) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-PORT 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.

 

46      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS

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.

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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 TRUSTEE

                        

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

 

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)

        203    None
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.

 

47      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS Continued

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

   203    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    203    Board member of the Illinois Manufacturers’ Association

Beth Ann Brown – 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

   203    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 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)

 

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 company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

   203    Member, Board of Directors of Baylor College of Medicine

 

48      INVESCO COMSTOCK SELECT FUND


Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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)                    

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

   203    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

   203    Insperity, Inc. (formerly known as Administaff) (human resources provider)

Elizabeth Krentzman – 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.; and Trustee of certain Oppenheimer Funds    203    Trustee of the University of Florida National Board Foundation; 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

 

49      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS Continued

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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)                    

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    203    Blue Hills Bank; Chairman of Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP

Prema Mathai-Davis – 1950

Trustee

   2003   

Retired

 

Formerly; Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self- Directed Investor)

   203    None

Joel W. Motley – 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203    Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); 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

   203    Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

 

50      INVESCO COMSTOCK SELECT FUND


Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

   203    Federal Reserve Bank of Dallas

Robert C. Troccoli – 1949

Trustee

   2016   

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business, Senior Partner, KPMG LLP

   203    None

Daniel S. Vandivort –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

   203    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

James D. Vaughn – 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

   203    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, Vice Chair and Chair Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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.;

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

51      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS Continued

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

        Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments          

 

52      INVESCO COMSTOCK SELECT FUND


Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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
OFFICERS                    

Sheri Morris — 1964

President, Principal Executive Officer and Treasurer

   2003   

Head of Global Fund Services, Invesco Ltd.; 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, and Vice President, OppenheimerFunds, Inc.

 

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    N/A    N/A

 

53      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS Continued

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

OFFICERS (CONTINUED)

                   
Jeffrey H. Kupor (Continued)        

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; Secretary, W.L. Ross & Co., LLC

 

Formerly: Secretary and 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

   N/A    N/A

 

54      INVESCO COMSTOCK SELECT FUND


Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

OFFICERS (CONTINUED)

                   
Andrew R. Schlossberg (Continued)         Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; 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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly

   N/A    N/A

 

55      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS Continued

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

OFFICERS (CONTINUED)

                   
John M. Zerr (Continued)         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 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.;    N/A    N/A

 

56      INVESCO COMSTOCK SELECT FUND


Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

OFFICERS (CONTINUED)

                   
Gregory G. McGreevey (Continued)        

and Senior Vice President, The Invesco Funds; and President, SNW Asset Management Corporation and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

         

Kelli Gallegos – 1970

Vice President, Principal Financial Officer and Assistant Treasurer

   2008   

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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 and OFAC Compliance Officer for Invesco U.S. entities including; Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc.    N/A    N/A

 

57      INVESCO COMSTOCK SELECT FUND


TRUSTEES AND OFFICERS Continued

 

Name, Year of Birth and
Position(s) Held with the Trust
  

 Trustee 

 and/or 

 Officer 

 Since 

   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

OFFICERS (CONTINUED)

                   

Todd F. Kuehl – 1969

Chief Compliance Officer

   2020   

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

   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

11 Greenway Plaza,

Suite 1000

Houston, TX 77046-1173

Counsel to the Fund

Stradley Ronon Stevens & Young,

LLP

2005 Market Street,

Suite 2600

Philadelphia, PA 19103-7018

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

Counsel to the

Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza,

Suite 1000

Houston, TX

77046-1173

Transfer Agent

Invesco Investment

Services, Inc.

11 Greenway Plaza,

Suite 1000

Houston, TX

77046-1173

Auditors

PricewaterhouseCoopers

LLP

1000 Louisiana Street,

Suite 5800

Houston, TX 77002-5021

Custodian

Citibank, N.A.

111 Wall Street

New York, NY 10005

 

 

58      INVESCO COMSTOCK SELECT FUND


 

INVESCO’S PRIVACY POLICY

 

 
 

 

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 Use1 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

 

59      INVESCO COMSTOCK SELECT FUND


  

INVESCO’S PRIVACY POLICY Continued

 

  

 

 

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.

 

60      INVESCO COMSTOCK SELECT FUND


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:

 

61      INVESCO COMSTOCK SELECT FUND


  

INVESCO’S PRIVACY POLICY Continued

 

  

 

 

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.

 

62      INVESCO COMSTOCK SELECT FUND


 

 

THIS PAGE INTENTIONALLY LEFT BLANK.


Explore High-Conviction Investing with Invesco

 

 

 

LOGO

Go paperless with eDelivery

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

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

 

Fund reports and prospectuses

Quarterly statements

Daily confirmations

Tax forms

 

 

Invesco mailing information

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

 

 

 

LOGO

 

        

   Invesco Distributors, Inc.    O-VAL-AR-1             06272020


LOGO   Shareholder Report for the  
 

 

Ten Months Ended 4/30/2020

 
 

 

 
   
   
   
   
   
   

 

  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 or from your financial intermediary, such as a broker-dealer or bank. 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.

 


Table of Contents

 

Fund Performance Discussion      3  
Top Holdings and Allocations      8  
Fund Expenses      12  
Consolidated Schedule of Investments      14  
Consolidated Statement of Assets and Liabilities      21  
Consolidated Statement of Operations      23  
Consolidated Statement of Changes in Net Assets      25  
Consolidated Financial Highlights      26  
Notes to Consolidated Financial Statements      37  
Report of Independent Registered Public Accounting Firm      55  
Tax Information      57  
Portfolio Proxy Voting Policies and Guidelines; Updates to Consolidated Schedule of Investments      58  
Trustees and Officers      59  
Invesco’s Privacy Policy      71  

 

 

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/20

 

    

 

Class A Shares of the Fund

        
    

 

Without Sales Charge

      With Sales Charge         MSCI World Index    
1-Year      47.86%                39.72%              -4.00%        
5-Year      11.49                   10.24                 4.92           
10-Year      -3.30                   -3.84                 7.68           

Performance quoted is past performance and cannot guarantee 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. Returns for periods of less than one year are cumulative and not annualized. 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 because they have different expenses. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and summary prospectus for more information on share classes, sales charges and new fee agreements, if any. Fund literature is available at invesco. com.

 

2      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Fund Performance Discussion

PERFORMANCE SUMMARY

The Fund’s Class A shares (without sales charge) returned 22.21% during the 10-month reporting period, outperforming the MSCI World Index, the Fund’s benchmark (the “Index”), which returned -4.42%. The fiscal year end for the Fund was changed to April 30, 2020.

MARKET CONDITIONS AND YOUR FUND

The 12-month reporting period ending April 30, 2020 was a tale of two markets. In the first nine months of the reporting period, risk assets around the world climbed steadily as economic growth slowed modestly, central banks reduced interest rates, unemployment hovered near historical lows and inflation remained subdued. However, all of that changed beginning in late February 2020 as the Covid-19 pandemic spread across the world. Travel restrictions and lockdowns caused economic activity to slow dramatically

as risk asset prices collapsed, volatility spiked and unemployment skyrocketed. Central banks responded by cutting interest rates aggressively while governments approved huge fiscal stimulus plans. The capital markets bottomed in late March 2020 and had partially recovered by the end of the reporting period.

Against this backdrop, the Fund’s Class A shares (without sales charge) produced a total return of 47.86% during the one-year period

 

 

 

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

 

LOGO

 

3      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

ending 4/30/20. The Fund outperformed its benchmark, the MSCI World Index, which returned -4.00% during the same period, by more than 5,100 basis points. The Fund also outperformed the S&P 500 Index which returned 1.62% for the same period, although it underperformed the 64.76% total return of the Philadelphia Stock Exchange Gold and Silver Index, which measures the performance of precious metals mining companies. 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.

MARKET OVERVIEW

Gold mining equities were among the best performing asset classes globally in 2019, and they have been strong performers year to date with a 6.63% total return through April 30, 2020. (For purposes of comparison, the S&P 500 Index declined 9.29% and the MSCI World Index fell 12.24% in the same period.) The strong performance of gold mining equities during the reporting period was due in part to the 32.09% rise in the price of gold. The yellow metal benefited from a variety of factors including rising geopolitical risks, sharply slowing economic growth, falling real interest rates, aggressive rate cuts by the Federal Reserve and other central banks, the prospect of major fiscal stimulus and huge national deficits, and investors seeking potential safe havens amid extreme market turmoil.

FUND PERFORMANCE

The top contributors to Fund performance during the reporting period included Barrick Gold Corp., Newmont Corp. and Northern Star Resources Ltd.

Our position in Barrick Gold Corp. (GOLD), a major gold producer based in Canada, contributed to Fund performance as the stock climbed 106.75% during the period. The company’s strong performance reflects the turnaround implemented by the new management team brought in as part of the merger with Randgold Resources. This team has demonstrated an ability to execute well at the mine site and has also been able to reduce costs at the corporate level. In addition, the company entered a Nevada joint venture with Newmont Corp. last year which is now paying dividends in the form of meaningful cost savings.

Our holdings in Newmont Corp. (NEM), a major gold producer based in the US, also contributed to Fund performance as the share price climbed 98.93% during the period. Newmont has played catch-up recently after underperforming in the wake of the Goldcorp Inc. acquisition in 2019. Management has successfully demonstrated that it can operate the recently acquired assets effectively and while reducing the overall cost of its mining operations.

Our position in Northern Star Resources Ltd. (NST AU), an Australian gold producer, contributed to Fund performance as the stock climbed 60.65% during the period.

 

 

4      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

The company has continued to deliver strong operational results at its underground mines in Australia. In September of 2018, Northern Star purchased the Pogo Mine in Alaska, thereby making the strategic decision to bring its underground mining expertise to North America. In light of the attractive price the company paid for the asset and the alignment of the acquisition with Northern Star’s strategy of turning around underground operations, shareholders reacted positively by boosting the share price. Management has demonstrated over the past several years that it can deliver consistent operating results and that the company is indeed a low-cost producer. These qualities, in conjunction with a clean balance sheet, have helped the company become a “blue chip” name in the precious metals sector. Northern Star has also expanded its portfolio with the acquisition of 50% of the Kalgoorlie Super Pit in Western Australia. We expect this acquisition to be highly accretive for the company.

The biggest detractors from Fund performance during the reporting period included Dalcian Gold Limited, First Quantum Minerals and OceanaGold Corp.

Our position in Dacian Gold Limited (DCN AU), an Australian gold miner, detracted from Fund performance in the period. The company’s mine went into production in late 2018. Unfortunately, as the miners got further into the ore body, management determined that the grade was lower than expected. This disappointing announcement was followed by an information void, which created a negative

feedback loop. Investors began to question the capability of management, the future economics of the project and the company’s ability to repay its debt. These factors led to a precipitous decline in the share price. The company was re-capitalized during the quarter and is financially well positioned to execute on management’s very conservative mine plan. The new management team has a history of turning around assets and we believe they have a favorable opportunity to do so again with this asset.

Our holdings in First Quantum Minerals Ltd. (FM CN), a Canadian copper and gold producer, also detracted from Fund performance. Operationally, the company is performing very well. The mine is ramping up ahead of schedule in terms of both production volumes and costs. Unfortunately, the copper price has been under pressure in part due to the coronavirus pandemic and the resulting implications for industrial demand of this metal. In addition, the Panamanian government has shut down the company’s flagship asset, Cobre Panama. The company has been able to renegotiate the covenants on its debt and we believe management has a clear runway to make it through the current challenges.

Finally, our position in OceanaGold Corp. (OGC CN), an Australian gold producer, detracted from Fund performance as well. The company’s share price has been under pressure as a result of limited resolution on the mine shutdown in the Philippines. Management is currently working with

 

 

5      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

the Filipino government to renew the company’s permits, but this process has been challenging. In addition, the company’s New Zealand asset, Waihi, will be processing a limited amount of ore while the team develops new production areas.

STRATEGY & OUTLOOK

The precious metals complex climbed steadily in the first nine months of the reporting period before falling sharply in February-March 2020 and then recovering in April 2020. We believe some investors are increasingly viewing gold and other precious metals as warrants on monetary policy or a potential hedge against competitive currency debasement or adverse geopolitical events. The price of gold swung within a $481 range and ended the period up 32.09% at $1,686 per ounce or $409 above where it started. In our view, macroeconomic crosswinds, relative monetary policy around the world, geopolitical risks and the fallout from the COVID-19 pandemic continue to impact the precious metals sector.

The Federal Reserve lowered the Fed Funds rate by 25 basis points three times in 2019, and then reduced that rate essentially to zero in March 2020 in response to market turmoil. Numerous central banks around the world were also lowering rates in 2019, and have since begun cutting them aggressively in 2020. The prospect of highly accommodative monetary policy has helped support the rally in risk assets since the market bottom in March 2020. The U.S. Dollar Index climbed

by 1.36% during the reporting period, but it is up a more robust 2.73% year to date through April 30, 2020. (A stronger dollar is generally bearish for gold and commodity prices.) However, the Trump administration has enacted multi-trillion-dollar fiscal stimulus programs to stimulate the economy, and more stimulus could be on the way. We believe these programs will increase the annual deficit significantly, which could eventually put downward pressure on the US dollar. The prospect of these developments would be expected to help support prices in the precious metals complex.

The Fund has a growth-at-a-reasonable-price tilt. We favor companies with more resources in the ground, higher quality ore bodies and lower cost structures than we think Wall Street appreciates, partly because these characteristics can lead to upside surprises in production growth, revenue, cash flow and earnings, which in turn can lead to rising net asset values and (potentially) rising stock prices. We like growth, but we will not overpay for it, and we do not chase stocks. We continue to use a contrarian growth strategy, which means we tend to buy companies that we like when they are on sale, and we tend to trim or sell positions when others are buying aggressively.

The Fund manager remains focused on the growth potential of companies, the quality and size of their ore bodies in the ground, their cost structures, the strength of their balance sheets and the quality of their management teams. Moreover, we

 

 

6      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

concentrate our efforts on analyzing the gold mining equities, and we tend to stay fully invested. Unlike many competitors, “under normal market conditions” or “typically” we do not hold large positions in cash, and we do not own Treasuries in an effort to dampen portfolio volatility. The reasons are simple. We are investors, not short-term traders or market timers. In fact, we believe it is extremely difficult to time the precious metals markets well on a consistent basis. In addition, our skill is in analyzing ore bodies, mines and management teams, and investing in mining companies, not government fixed income securities.

Consistent with our disciplined and contrarian growth strategy, we continue to look for opportunities to buy companies with assets, cost structures and production/earnings growth profiles that we like at valuations that we consider attractive. We believe the core holdings in the portfolio are well-capitalized senior and intermediate producers. The Fund expects to continue to hold most of its assets in gold-related equities. In the remainder of the portfolio, we focus on companies that produce valuable minerals or are otherwise engaged in the mining industry, and that we believe offer attractive revenue and earnings growth at a reasonable price.

Portfolio Manager: Shanquan Li

    

 

 

7      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

 

Barrick Gold Corp.      5.3
Kirkland Lake Gold Ltd.      5.3      
Newmont Corp.      5.2  

AngloGold Ashanti Ltd.,

Sponsored ADR

     5.1  
Agnico Eagle Mines Ltd.      5.1  
Evolution Mining Ltd.      5.0  
Gold Fields Ltd., Sponsored ADR      4.7  
Northern Star Resources Ltd.      4.3  
B2Gold Corp.      3.3  
Ivanhoe Mines Ltd., Cl. A      2.9  

Holdings and allocations are subject to change and are not buy/sell recommendations. Percentages are as of April 30, 2020, and are based on net assets.

 

 

REGIONAL ALLOCATION

 

     LOGO

Holdings and allocations are subject to change and are not buy/sell recommendations. Percentages are as of April 30, 2020 and are based on total market value of investments.

For more current Fund holdings, please visit invesco.com.

 

8      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/20

 

    

Inception

Date

     1-Year        5-Year       10-Year      
Class A (OPGSX)      7/19/83        47.86%        11.49%        -3.30%  
Class C (OGMCX)      11/1/95        46.76           10.64           -4.02     
Class R (OGMNX)      3/1/01        47.53           11.19           -3.56     
Class Y (OGMYX)      9/7/10        48.19           11.76           -4.231    
Class R5 (IOGYX)2      5/24/19        48.39           11.57           -3.26     
Class R6 (OGMIX)3      10/26/12        48.51           11.96           -4.211    

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/20

 

    

Inception

Date

     1-Year       5-Year       10-Year      
Class A (OPGSX)      7/19/83        39.72%        10.24%        -3.84%  
Class C (OGMCX)      11/1/95        45.76           10.64           -4.02     
Class R (OGMNX)      3/1/01        47.53           11.19           -3.56     
Class Y (OGMYX)      9/7/10        48.19           11.76           -4.231    
Class R5 (IOGYX)2      5/24/19        48.39           11.57           -3.26     
Class R6 (OGMIX)3      10/26/12        48.51           11.96           -4.211    

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 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 Class 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 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 expenses. See Fund prospectus and

 

9      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

summary prospectus 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.

Liquidity Risk Management Program

The Securities and Exchange Commission has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Advisers, Inc. (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco.

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

 

10      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 30-April 1, 2020, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

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

 

·  

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

 

·  

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

 

·  

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

 

·  

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

 

·  

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

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/fundprospectus.

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.

 

11      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Fund Expenses

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 April 30, 2020.

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 April 30, 2020” 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.

 

12      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

Actual   

Beginning

Account

Value

November 1, 2019

 

Ending

Account

Value

April 30, 2020

 

Expenses

Paid During

6 Months Ended        

April 30, 2020

Class A        $    1,000.00          $   1,130.30      $         6.21    
Class C        1,000.00       1,125.90         10.19  
Class R        1,000.00       1,128.80         7.54
Class Y        1,000.00       1,131.10         4.89
Class R5        1,000.00       1,132.60         3.98
Class R6        1,000.00       1,132.80         3.93
Hypothetical           
(5% return before expenses)           
Class A        1,000.00       1,019.05         5.89
Class C        1,000.00       1,015.32         9.67
Class R        1,000.00       1,017.80         7.15
Class Y        1,000.00       1,020.29         4.63
Class R5        1,000.00       1,021.13         3.78
Class R6        1,000.00       1,021.18         3.73

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2020 are as follows:

 

Class    Expense Ratios                 
Class A        1.17%
Class C    1.92
Class R    1.42
Class Y    0.92
Class R5    0.75
Class R6    0.74

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Adviser. 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.

 

13      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED

SCHEDULE OF INVESTMENTS April 30, 2020

 

     Shares     Value  
Common Stocks—97.1%                 
Materials—97.1%                 
Metals & Mining—97.1%                 
Adventus Mining Corp.1    2,000,000     $        1,120,730  
Agnico Eagle Mines Ltd.2    1,276,900     74,928,492  
Agnico Eagle Mines Ltd.2    900     52,586  
Alacer Gold Corp.1    6,790,000     34,829,268  
Alamos Gold, Inc., Cl. A    2,545,000     20,538,150  
AngloGold Ashanti Ltd., Sponsored ADR    3,104,000     75,706,560  
Artemis Gold, Inc.1    394,000     314,192  
Auryn Resources, Inc.1    2,060,000     2,224,800  
B2Gold Corp.    9,650,000     48,829,000  
Barrick Gold Corp.    3,064,470     78,818,168  
Bellevue Gold Ltd.1    13,408,772     4,932,066  
Bushveld Minerals Ltd.1    7,800,000     1,287,979  
Castile Resources Ltd.1    9,258,721     984,387  
Chalice Gold Mines Ltd.1    1,978,359     1,409,329  
Dacian Gold Ltd.1,3    28,199,549     6,615,445  
De Grey Mining Ltd.1    41,300,000     9,243,723  
De Grey Mining Ltd., Private Shares1    7,142,857     1,598,707  
Dundee Precious Metals, Inc.    2,180,000     10,164,302  
Eldorado Gold Corp.1    2,790,502     26,426,054  
Endeavour Mining Corp.1    40,800     734,544  
Equinox Gold Corp.1    796,700     6,658,954  
ERO Copper Corp.1    1,758,200     20,108,872  
Evolution Mining Ltd.    22,778,806     73,630,157  
Ferroglobe plc1    1,320,000     679,932  
First Quantum Minerals Ltd.    4,352,200     26,576,889  
Franco-Nevada Corp.    124,000     16,394,040  
Gold Fields Ltd., Sponsored ADR    9,438,461     69,278,304  
Gold Road Resources Ltd.1    19,132,220     19,396,292  
Golden Star Resources Ltd.1    1,009,195     2,361,516  
Gran Colombia Gold Corp.1    530,000     2,231,258  
GT Gold Corp.1    1,589,600     1,518,853  
Harmony Gold Mining Co. Ltd., Sponsored ADR1    5,700,000     20,634,000  
IAMGOLD Corp.1    2,680,000     9,406,800  
IGO Ltd.    300,000     909,801  
Ivanhoe Mines Ltd., Cl. A1    20,510,600     43,026,655  
K92 Mining, Inc.1    9,109,000     21,137,304  
Kinross Gold Corp.1    563,994     3,728,000  
Kirkland Lake Gold Ltd.    1,903,367     78,680,798  
Legend Mining Ltd.1    11,940,095     1,500,575  
Liberty Gold Corp.1    4,806,000     4,143,252  
Lion One Metals Ltd.1    4,079,400     3,663,386  
Lundin Gold, Inc.1    2,537,300     18,902,835  
MAG Silver Corp.1    433,522     4,981,168  
Maverix Metals, Inc.    638,800     2,748,958  
Musgrave Minerals Ltd.1    2,500,000     194,348  
New Pacific Metals Corp.1    311,800     1,397,774  
Newcrest Mining Ltd.    412,147     7,396,571  

 

14      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

     Shares      Value  
Metals & Mining (Continued)                  
Newmont Corp.    1,298,887      $        77,257,799  
Nickel Mines Ltd.1    26,500,000      9,433,438  
Northern Star Resources Ltd.    7,883,045      63,191,770  
Novagold Resources, Inc.1    130,000      1,454,700  
Novo Resources Corp.1    920,000      1,791,156  
OceanaGold Corp.1    140,700      214,292  
Osino Resources Corp.1,3    4,752,000      2,935,968  
Osisko Gold Royalties Ltd.    1,322,364      12,099,631  
Pan American Silver Corp.    790,000      16,779,600  
Pantoro Ltd.1    17,100,000      1,604,422  
Perenti Global Ltd.    65,634      38,458  
Premier Gold Mines Ltd.1    50,000      62,143  
Pretium Resources, Inc.1    1,451,000      11,080,951  
Ramelius Resources Ltd.    10,285,611      8,669,937  
Red 5 Ltd.1    23,620,352      2,891,733  
Regis Resources Ltd.    730,000      2,082,628  
Resolute Mining Ltd.1    15,780,000      9,388,906  
Roxgold, Inc.1    7,979,000      7,165,308  
Royal Gold, Inc.    174,000      21,320,220  
Royal Nickel Corp.1    19,350,000      5,838,572  
Sandstorm Gold Ltd.1    1,570,000      12,214,600  
Saracen Mineral Holdings Ltd.1    9,050,000      24,583,912  
Shandong Gold Mining Co. Ltd., Cl. H4    9,050,000      26,764,757  
Sibanye Stillwater Ltd., ADR1    3,188,791      25,414,664  
Silver Lake Resources Ltd.1    12,000,000      14,835,872  
Silvercorp Metals, Inc.    875,300      3,282,493  
SilverCrest Metals, Inc.1,2,5    200,000      1,297,460  
SilverCrest Metals, Inc.1,2    2,598,900      16,859,849  
SolGold plc1    19,400,000      6,623,357  
Spectrum Metals Ltd.1    7,822,000      745,645  
SSR Mining, Inc.1    1,295,333      22,655,374  
Talisker Resources Ltd.1    1,716,500      493,265  
Teranga Gold Corp.1    2,844,500      19,699,688  
TMAC Resources, Inc.1    1,880,000      1,998,922  
Torex Gold Resources, Inc.1    1,451,800      20,661,775  
Trevali Mining Corp., Cl. Common S1    23,149,500      1,746,253  
Turquoise Hill Resources Ltd.1    1,300,000      656,500  
Wallbridge Mining Co. Ltd.1    8,232,500      4,140,055  
Wesdome Gold Mines Ltd.1    5,353,900      41,001,885  
Westgold Resources Ltd.1    17,241,067      22,555,972  
Wheaton Precious Metals Corp.    813,000      30,698,880  
Zhaojin Mining Industry Co. Ltd., Cl. H      15,870,000        17,856,993  
     
Total Common Stocks (Cost $962,558,942)         1,434,135,577  
     Units         
Rights, Warrants and Certificates—0.1%                  
Osino Resources Corp., Exp. 1/30/221,3,5    160,000       
Pan American Silver Corp., Exp. 2/22/291    2,300,100      1,104,048  

 

15      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED

SCHEDULE OF INVESTMENTS Continued

 

     Units      Value  
Rights, Warrants and Certificates (Continued)                  
Royal Nickel Corp. Strike Price 0.5 CAD, Exp. 9/21/211      2,500,000      $             269,406  
Total Rights, Warrants and Certificates (Cost $0)         1,373,454  

 

           

Exercise

Price

    

Expiration

Date

    

Notional

Amount

(000’s)

    

      Contracts

(000’s)

        
Exchange-Traded Options Purchased—0.0%

 

                                   
Anglogold Ashanti Call      USD        16.000        7/17/20        USD 800        USD  1        437,500  
Spider Gold Trust Index Put      USD        153.000        5/15/20            USD 15,300        USD  1        89,000  
Total Exchange-Traded Options Purchased (Cost $479,058)

 

                     526,500  

 

     Shares         
Investment Companies—4.9%                  
Invesco Government & Agency Portfolio, Institutional Class, 0.20%3,6      70,542,372        70,542,372  
iShares Gold Trust1      80,000        1,288,800  
iShares Silver Trust Exchange Traded Fund1      50,000        699,000  

Total Investment Companies (Cost $72,533,362)

 

       

 

72,530,172

 

 

 

Total Investments, at Value (Cost $1,035,571,362)      102.1%          1,508,565,703  
Net Other Assets (Liabilities)      (2.1)            (31,128,414
Net Assets                  100.0%        $   1,477,437,289  
        

Footnotes to Consolidated Schedule of Investments

1. Non-income producing security.

2. The Fund holds securities which have been issued by the same entity and that trade on separate exchanges.

3. Affiliated issuer. The issuer is affiliated by having an investment adviser that is under common control of Invesco Ltd. and/or the Investment Company Act of 1940, as amended (the “1940 Act”), defines “affiliated person” to include an issuer of which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the 1940 Act) of that issuer. Transactions during the reporting period in which the issuer was an affiliate are as follows:

 

     

Shares

June 30, 2019

    

Gross

Additions

    

Gross

Reductions

    

Shares

April 30, 2020

 
Common Stock            
Metals & Mining            
Dacian Gold Ltd.      10,990,000        17,209,549               28,199,549  
Osino Resources Corp.             4,752,000               4,752,000  
Wesdome Gold Mines Ltd.a      7,285,100        248,800        2,180,000        5,353,900  
Rights, Warrants and Certificates            
Osino Resources Corp., Exp. 1/30/22             160,000               160,000  
Investment Companies            
Invesco Oppenheimer Institutional Government Money Market Fund, Cl. E      12,557,736        49,775,277        62,333,013         
Invesco Government & Agency Portfolio, Institutional Class             420,735,576        350,193,204        70,542,372  

 

16      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Footnotes to Consolidated Schedule of Investments (continued)

 

     Value     Income     

Realized

Gain (Loss)

    

Change in 

Unrealized 

Gain (Loss) 

 

 

 
Common Stock Metals & Mining           
Dacian Gold Ltd.    $ 6,615,445     $      $      $ (1,102,120)  
Osino Resources Corp.      2,935,968                     250,944   
Wesdome Gold Mines Ltd.a      a              8,152,303        13,495,182   
Rights, Warrants and Certificates           
Osino Resources Corp., Exp. 1/30/22                          —   
Investment Companies           
Invesco Oppenheimer Institutional Government Money Market Fund, Cl. E            54,057               —   
Invesco Government & Agency Portfolio, Institutional Class      70,542,372       241,408               —   
  

 

 

 
Total    $         80,093,785     $           295,465      $       8,152,303      $         12,644,006   
  

 

 

 

      a. This security is no longer an affiliate. Therefore, the value has been excluded from this table.

4. Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at April 30, 2020 was $26,764,757, which represented 1.81% of the Fund’s Net Assets.

5. The value of this security was determined using significant unobservable inputs. See Note 3 of the accompanying Consolidated Notes.

6. The rate shown is the 7-day SEC standardized yield as of April 30, 2020.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:

 

Geographic Holdings   Value                Percent            
Canada   $ 739,477,365        49.0%           
Australia     294,671,742        19.5              
United States     209,067,907        13.9              
South Africa     191,471,028        12.7              
China     44,621,750        3.0              
Zambia     26,576,888        1.8              
United Kingdom     1,287,979        0.1              
Ivory Coast     734,544        0.0              
Mongolia     656,500        0.0              
Total   $         1,508,565,703        100.0%            
       

 

Exchange-Traded Options Written at April 30, 2020

 

                           
Description   

Exercise

Price

   Expiration
Date
    

 

        Number of

Contracts

(000’s)

  

Notional

Amount

(000’s)

  

    Premiums

Received

                 Value  
Agnico-Eagle Mines Put    USD  45.000      8/21/20      USD  1    USD  4,500    $ 234,006      $ (130,500
Agnico-Eagle Mines Call    USD  65.000      8/21/20      USD  2    USD  13,000      257,682        (745,000
Agnico-Eagle Mines Call    USD  50.000      5/15/20      USD  2          USD  10,000      528,822        (1,855,000

 

17      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED

SCHEDULE 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  
Agnico-Eagle Mines Put      USD 30.000        8/21/20        USD 1        USD 3,000      $         259,022      $ (14,000
Alamos Gold Inc. Call      USD 7.500        9/18/20        USD 3        USD 2,250        454,379        (525,000
Alamos Gold Inc. Call      USD 10.000        9/18/20        USD 2        USD 2,000        157,922        (145,000
Alamos Gold Inc. Put      USD 7.500        9/18/20        USD 3        USD 2,250        334,154        (330,000
Anglogold Ashanti Put      USD 16.000        7/17/20        USD 1        USD 1,600        140,261        (32,500
Anglogold Ashanti Call      USD 25.000        7/17/20        USD 2        USD 5,000        235,633        (550,000
Anglogold Ashanti Call      USD 22.000        7/17/20        USD 1        USD 2,200        132,211        (430,000
Anglogold Ashanti Put      USD 20.000        7/17/20        USD 1        USD 2,000        206,957        (102,500
Anglogold Ashanti Call      USD 25.000        5/15/20        USD 1        USD 2,500        143,891        (110,000
B2 Gold Corp. Put      USD 5.000        10/16/20        USD 2        USD 1,000        236,882        (200,000
B2 Gold Corp. Call      USD 5.000        10/16/20        USD 4        USD 2,000        105,525        (430,000
Barrick Gold Corp. Call      USD 25.000        9/18/20        USD 1        USD 2,500        131,961        (345,000
Barrick Gold Corp. Call      USD 21.000        6/19/20        USD 2        USD 4,200        204,759        (1,020,000
Barrick Gold Corp. Call      USD 24.000        9/18/20        USD 1        USD 2,400        107,211        (392,500
Direxion Shares ETF Put      USD 55.000        6/19/20        USD 1        USD 5,500        458,951        (462,000
Direxion Shares ETF Put      USD 55.000        5/15/20        USD 1        USD 5,500        178,957        (228,500
Direxion Shares ETF Put      USD 31.000        5/15/20        USD 1        USD 3,100        248,286        (130,000
Eldorado Gold Corp. Call      USD 10.000        7/17/20        USD 4        USD 4,000        487,845        (490,000
Eldorado Gold Corp. Put      USD 6.000        7/17/20        USD 1        USD 600        143,461        (17,500
Eldorado Gold Corp. Put      USD 9.000        7/17/20        USD 2        USD 1,800        261,922        (325,000
Endeavour Mining Corp. Put      CAD 23.000        7/17/20        CAD 1        CAD 2,300        123,622        (96,986
Equinox Gold Corp. Put      USD 10.000        6/19/20        USD 1        USD 1,000        226,961        (175,000
Franco Nevada Corp. Call      USD 120.000        7/17/20        USD 1        USD 12,000        562,151        (1,730,000
Franco Nevada Corp. Put      USD 105.000        7/17/20        USD 1        USD 10,500        321,961        (157,500
Gold Fields Ltd. Call      USD 8.000        7/17/20        USD 3        USD 2,400        213,401        (223,500
Harmony Gold Mining Call      USD 3.000        8/21/20        USD 3        USD 900        161,996        (300,000
Harmony Gold Mining Call      USD 4.000        8/21/20        USD 3        USD 1,200        169,380        (172,500
Harmony Gold Mining Put      USD 4.000        8/21/20        USD 3        USD 1,200        266,878        (285,000
IAM Gold Corp. Put      USD 4.000        6/19/20        USD 2        USD 800        151,919        (165,000
IAM Gold Corp. Put      USD 3.000        5/15/20        USD 2        USD 600        139,522        (20,000
iShares Silver Trust Put      USD 14.000        6/19/20        USD 2        USD 2,800        135,919        (146,000
Kinross Gold Corp. Put      USD 4.500        8/21/20        USD 3        USD 1,350        171,330        (57,000
Kinross Gold Corp. Call      USD 8.000        8/21/20        USD 2        USD 1,600        151,919        (113,000
Kirkland Lake Gold Ltd. Call      CAD 58.000        10/16/20        CAD 1        CAD 5,800        233,583        (502,892
Kirkland Lake Gold Ltd. Put      CAD 46.000        7/17/20        CAD 1        CAD 4,600        196,637        (98,782
Kirkland Lake Gold Ltd. Call      CAD 54.000        7/17/20        CAD 1        CAD 5,400        227,408        (510,076
Kirkland Lake Gold Ltd. Call      CAD 56.000        7/17/20        CAD 1        CAD 5,600        135,359        (431,050
Kirkland Lake Gold Ltd. Call      CAD 50.000        7/17/20        CAD 1        CAD 5,000        169,206        (713,028

 

18      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

Exchange-Traded Options Written (Continued)

 

                                   
Description   

Exercise

Price

    

Expiration

Date

    

        Number of

Contracts

(000’s)

    

            Notional

Amount

(000’s)

    

        Premiums

Received

                 Value  
MAG Silver Corp. Call      USD 12.500        6/19/20        USD 2        USD 2,500      $ 207,918      $ (155,000
MAG Silver Corp. Put      USD 10.000        6/19/20        USD 1        USD 1,000        127,690        (45,000
Newcrest Mining Ltd. Put      AUD 26.500        7/16/20        AUD 1        AUD 2,650        98,378        (107,196
Newcrest Mining Ltd. Call      AUD 32.000        7/16/20        AUD 1        AUD 1,600        40,767        (26,881
Newmont Mining Corp. Put      USD 35.000        9/18/20        USD 1        USD 3,500        300,961        (38,000
Newmont Mining Corp. Put      USD 55.000        6/19/20        USD 1        USD 5,500        322,954        (202,500
Newmont Mining Corp. Call      USD 55.000        6/19/20        USD 1        USD 5,500        103,962        (632,500
Newmont Mining Corp. Call      USD 55.000        9/18/20        USD 1        USD 5,500        267,961        (875,000
Newmont Mining Corp. Call      USD 65.000        9/18/20        USD 1        USD 6,500        142,961        (432,500
Newmont Mining Corp. Put      USD 48.000        9/18/20        USD 1        USD 4,800        187,127        (202,500
Nova Gold Resources Put      USD 10.000        12/18/20        USD 2        USD 2,000        240,041        (285,000
Osisko Gold Royal Call      USD 12.500        10/16/20        USD 2        USD 2,500        149,722        (150,000
Osisko Gold Royal Put      USD 7.500        10/16/20        USD 2        USD 1,500        189,923        (180,000
Pan-American Silver Put      USD 16.000        7/17/20        USD 2        USD 3,200        234,577        (115,000
Pan-American Silver Call      USD 17.000        7/17/20        USD 1        USD 1,700        147,092        (505,000
Pan-American Silver Call      USD 22.000        7/17/20        USD 1        USD 2,200        141,211        (220,000
Pretium Resources Inc. Put      CAD 9.000        7/17/20        CAD 1        CAD 900        82,580        (44,901
Pretium Resources Inc. Call      CAD 10.000        7/17/20        CAD 2        CAD 2,000        190,076        (237,078
Quantum Minerals Ltd. Put      CAD 7.000        10/16/20        CAD 1        CAD 700        171,381        (54,959
Quantum Minerals Ltd. Call      CAD 8.000        7/17/20        CAD 2        CAD 1,600        139,796        (175,294
Quantum Minerals Ltd. Put      CAD 7.000        7/17/20        CAD 1        CAD 700        110,322        (26,940
Quantum Minerals Ltd. Call      CAD 10.000        10/16/20        CAD 2        CAD 2,000        176,616        (125,723
Royal Gold Inc. Call      USD 105.000        5/15/20        USD 1        USD 10,500        331,961        (1,880,000
Sandstorm Gold Ltd. Call      USD 10.000        9/18/20        USD 2        USD 2,000        147,922        (115,000
Sandstorm Gold Ltd. Put      USD 7.000        9/18/20        USD 2        USD 1,400        198,223        (150,000
Sibanye Stillwater Put      USD 7.500        7/17/20        USD 1        USD 750        166,958        (117,500
Sibanye Stillwater Call      USD 12.500        7/17/20        USD 1        USD 1,250        112,961        (35,000
Sibanye Stillwater Call      USD 7.500        7/17/20        USD 2        USD 1,500        139,922        (330,000
Sibanye Stillwater Put      USD 10.000        7/17/20        USD 1        USD 1,000        132,961        (282,500
Spider Gold Trust Put      USD 148.000        5/15/20        USD 1        USD 8,880        142,177        (18,300
SSR Mining Inc. Put      USD 11.000        9/18/20        USD 1        USD 1,100        119,971        (35,000
SSR Mining Inc. Call      USD 20.000        9/18/20        USD 1        USD 2,000        116,961        (150,000

 

19      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED

SCHEDULE 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  
Torex Gold Resources Inc. Call      CAD 23.000        7/17/20        CAD 2        CAD 4,600      $ 251,043      $ (183,196
Torex Gold Resources Inc. Put      CAD 17.000        7/17/20        CAD 2        CAD 3,400        255,048        (158,052
Torex Gold Resources Inc. Call      CAD 24.000        10/16/20        CAD 1        CAD 2,400        150,736        (120,335
Vaneck Vectors ETF Put      USD 35.000        6/19/20        USD 1        USD 3,500        166,007        (164,000
Vaneck Vectors ETF Put      USD 37.000        5/15/20        USD 1        USD 3,700        161,958        (82,500
Vaneck Vectors ETF Put      USD 29.000        6/19/20        USD 1        USD 2,900        100,959        (112,000
Wheaton Precious Metals Call      USD 30.000        6/19/20        USD 1        USD 3,000        129,401        (822,500
Wheaton Precious Metals Call      USD 37.000        6/19/20        USD 1        USD 3,700        98,961        (295,500
Total Exchange-Traded Options Written

 

            $     16,107,998      $   (24,795,669
                    

Glossary:

 

Currency abbreviations indicate amounts reporting in currencies
AUD    Australian Dollar
CAD    Canadian Dollar
Definitions   
ADR    American Depositary Receipt
ETF    Exchange Traded Fund

See accompanying Notes to Consolidated Financial Statements.

 

20      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED STATEMENT OF

ASSETS AND LIABILITIES April 30, 2020

 

Assets         
Investments, at value—see accompanying consolidated schedule of investments:   
Unaffiliated companies (cost $941,918,365)    $ 1,428,471,918  
Affiliated companies (cost $93,652,997)      80,093,785  
  

 

 

 

     1,508,565,703  
Cash      1,123,755  
Cash—foreign currencies (cost $115,346)      45,219  
Receivables and other assets:         
Shares of beneficial interest sold      3,713,910  
Investments sold      2,302,524  
Dividends      645,161  
Other      232,822  
  

 

 

 

Total assets      1,516,629,094  
  
Liabilities         
Options written, at value (premiums received $16,107,998)      24,795,669  
Payables and other liabilities:         
Investments purchased      8,744,133  
Shares of beneficial interest redeemed      4,122,076  
Transfer and shareholder servicing agent fees      797,604  
Distribution and service plan fees      246,077  
Trustees’ compensation      139,929  
Shareholder communications      131,289  
Advisory fees      27,153  
Administration fees      603  
Other      187,272  
  

 

 

 

Total liabilities      39,191,805  
  
Net Assets    $ 1,477,437,289  
  

 

 

 

  
Composition of Net Assets         
Shares of beneficial interest    $ 2,494,626,495  
Total accumulated loss      (1,017,189,206
  

 

 

 

Net Assets    $     1,477,437,289    
  

 

 

 

 

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 $705,341,310 and 32,394,603 shares of beneficial interest outstanding)    $ 21.77  
Maximum offering price per share (net asset value plus sales charge of 5.50% of offering price)    $ 23.04  
Class C Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $99,527,790 and 5,057,780 shares of beneficial interest outstanding)    $ 19.68  
Class R Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $125,315,754 and 6,057,238 shares of beneficial interest outstanding)    $ 20.69  
Class Y Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $349,289,613 and 16,036,361 shares of beneficial interest outstanding)    $ 21.78  
Class R5 Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $30,234 and 1,387.65 shares of beneficial interest outstanding)    $ 21.79  
Class R6 Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $197,932,588 and 9,004,348 shares of beneficial interest outstanding)    $ 21.98   

See accompanying Notes to Consolidated Financial Statements.

 

22      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED STATEMENT OF

OPERATIONS

 

    

Ten Months Ended

April 30, 2020

 

Year Ended

June 30, 2019

Investment Income                 
Dividends:     
Unaffiliated companies (net of foreign withholding taxes of $602,170 and $317,592, respectively)    $         13,568,143     $         10,186,954  
Affiliated companies      295,465       434,939  
Interest      8,930       2,438  
Total investment income      13,872,538       10,624,331  
    
Expenses                 
Advisory fees      6,941,697       6,293,628  
Administration fees      154,209       11,908  
Distribution and service plan fees:     
Class A      1,219,197       1,044,821  
Class C      759,414       1,055,246  
Class R      498,161       503,164  
Transfer and shareholder servicing agent fees:     
Class A      1,282,508       886,327  
Class C      194,066       214,323  
Class R      254,727       204,556  
Class Y      629,775       337,157  
Class R5      8       1  
Class R6      43,473       31,096  
Shareholder communications:     
Class A      72,098       34,058  
Class C      10,829       8,726  
Class R      14,215       5,101  
Class Y      35,496       13,274  
Class R5      2        
Class R6      19,368       5,233  
Custodian fees and expenses      99,560       85,916  
Trustees’ compensation      35,981       26,363  
Borrowing fees            23,851  
Other      144,344       147,116  
Total expenses      12,409,128       10,931,865  
Less waivers and reimbursements of expenses      (337,953 )        (101,241
Net expenses      12,071,175       10,830,624  
    
Net Investment Income (Loss)      1,801,363       (206,293 )   

 

23      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED STATEMENT OF

OPERATIONS Continued

 

    

Ten Months Ended

April 30, 2020

 

Year Ended

June 30, 2019

Realized and Unrealized Gain (Loss)                 
Net realized gain (loss) on:     
Investment transactions in:     

 Unaffiliated companies

   $ 59,736,257     $ (17,006,596

 Affiliated companies

     8,152,303       (5,031,778
Option contracts written      7,462,308       2,495,362  
Foreign currency transactions      (649,699     (94,789
Net realized gain (loss)      74,701,169       (19,637,801
Net change in unrealized appreciation/(depreciation) on:     
Investment transactions in:     

 Unaffiliated companies

     149,668,810       147,803,063  

 Affiliated companies

     12,644,006       14,326,680  
Foreign currency transactions      (69,601     (374
Option contracts written      (8,244,006     (651,009
Net change in unrealized appreciation/(depreciation)      153,999,209       161,478,360  
    
Net Increase in Net Assets Resulting from Operations    $     230,501,741         $     141,634,266    
        

See accompanying Notes to Consolidated Financial Statements.

 

24      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED

STATEMENT OF CHANGES IN NET ASSETS

 

    

Ten Months Ended

April 30, 2020

 

Year Ended

June 30, 2019

 

Year Ended

June 30, 2018

Operations                         
Net investment income (loss)    $ 1,801,363     $ (206,293   $ (4,698,053
Net realized gain (loss)      74,701,169       (19,637,801     17,357,410  
Net change in unrealized appreciation/(depreciation)      153,999,209       161,478,360       (31,991,535
Net increase (decrease) in net assets resulting from operations      230,501,741       141,634,266       (19,332,178
      
Dividends and/or Distributions to Shareholders                         
Distributions to shareholders from distributable earnings:       
Class A      (1,841,453           (15,015,096
Class B                  (12,596
Class C                  (3,055,344
Class R      (133,756           (3,538,235
Class Y      (1,503,817           (4,678,986
Class R5      (75            
Class R6      (983,754           (2,554,953
Total distributions from distributable earnings      (4,462,855           (28,855,210
      
Beneficial Interest Transactions                         
Net increase (decrease) in net assets resulting from beneficial interest transactions:       
Class A      66,614,819       (21,157,820     (56,120,555
Class B                  (2,841,055
Class C      (7,079,595     (45,910,870     (10,261,568
Class R      (10,950,941     (15,199,193     (16,322,727
Class Y      72,743,264       50,764,653       2,019,862  
Class R5      9,834       10,000        
Class R6      31,209,905       10,483,870       31,655,578  
Total beneficial interest transactions      152,547,286       (21,009,360     (51,870,465
      
Net Assets                         
Total increase (decrease)      378,586,172       120,624,906       (100,057,853
Beginning of period      1,098,851,117       978,226,211       1,078,284,064  
End of period    $     1,477,437,289     $     1,098,851,117     $       978,226,211  
        

See accompanying Notes to Consolidated Financial Statements.

 

25      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED FINANCIAL HIGHLIGHTS

 

Class A   

Ten Months

Ended

April 30, 2020

   

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      $17.87       $15.51       $16.28       $19.82       $12.63       $19.89  
Income (loss) from investment operations:             
Net investment income (loss)1      0.02       0.002       (0.06)       (0.09)       (0.06)       (0.04)  
Net realized and unrealized gain (loss)      3.94       2.36       (0.25)       (2.40)       7.25       (6.91)  
Total from investment operations      3.96       2.36       (0.31)       (2.49)       7.19       (6.95)  
Dividends and/or distributions to shareholders:             
Dividends from net investment income      (0.06)       0.00       (0.46)       (1.05)       0.00       (0.29)  
Tax return of capital distribution      0.00       0.00       0.00       0.00       0.00       (0.02)  
Total dividends and/or distributions to shareholders      (0.06)       0.00       (0.46)       (1.05)       0.00       (0.31)  
Net asset value, end of period      $21.77       $17.87       $15.51       $16.28       $19.82       $12.63  
        
            
Total Return, at Net Asset Value3      22.21%       15.22%       (1.88)%       (12.12)%       56.93%       (34.91)%  
            
Ratios/Supplemental Data                                                 
Net assets, end of period (in thousands)      $705,341       $532,925       $490,065       $570,847       $793,452       $499,903  
Average net assets (in thousands)      $606,993       $436,791       $534,962       $671,123       $501,940       $630,815  
Ratios to average net assets:4             
Net investment income (loss)      0.13%       0.00%5       (0.39)%       (0.48)%       (0.44)%       (0.29)%  
Expenses excluding specific expenses listed below      1.20%       1.18%       1.17%       1.16%       1.18%       1.22%  
Interest and fees from borrowings      0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%  
Total expenses6      1.20%       1.18%       1.17%       1.16%       1.18%       1.22%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.17%       1.17%       1.16%       1.15%       1.17%       1.16%  
Portfolio turnover rate7      44%       35%       44%       65%       69%       79%  

 

26      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

1. Calculated based on the average shares outstanding during the period.

2. Less than $0.005 per share.

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

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:

 

  Ten Months Ended April 30, 2020    1.20%
  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%

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

See accompanying Notes to Consolidated Financial Statements.

 

27      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

 

Class C   

Ten Months

Ended

April 30, 2020

   

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      $16.20       $14.17       $14.91       $18.26       $11.73       $18.44  
Income (loss) from investment operations:             
Net investment loss1      (0.09)       (0.10)       (0.17)       (0.20)       (0.14)       (0.15)  
Net realized and unrealized gain (loss)      3.57       2.13       (0.22)       (2.21)       6.67       (6.37)  
Total from investment operations      3.48       2.03       (0.39)       (2.41)       6.53       (6.52)  
Dividends and/or distributions to shareholders:             
Dividends from net investment income      0.00       0.00       (0.35)       (0.94)       0.00       (0.18)  
Tax return of capital distribution      0.00       0.00       0.00       0.00       0.00       (0.01)  
Total dividends and/or distributions to shareholders      0.00       0.00       (0.35)       (0.94)       0.00       (0.19)  
Net asset value, end of period      $19.68       $16.20       $14.17       $14.91       $18.26       $11.73  
        
            
Total Return, at Net Asset Value2      21.48%       14.33%       (2.62)%       (12.80)%       55.67%       (35.35)%  
            
Ratios/Supplemental Data                                                 
Net assets, end of period (in thousands)      $99,528       $88,904       $121,350       $138,114       $179,529       $122,325  
Average net assets (in thousands)      $91,057       $105,744       $131,364       $156,883       $115,882       $157,102  
Ratios to average net assets:3             
Net investment loss      (0.62)%       (0.76)%       (1.15)%       (1.22)%       (1.19)%       (1.05)%  
Expenses excluding specific expenses listed below      1.96%       1.93%       1.93%       1.92%       1.94%       1.98%  
Interest and fees from borrowings      0.00%       0.00%4       0.00%4       0.00%4       0.00%4       0.00%  
Total expenses5      1.96%       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%       1.92%       1.91%       1.93%       1.92%  
Portfolio turnover rate6      44%       35%       44%       65%       69%       79%  

 

28      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

1. Calculated based on the average shares outstanding during the period.

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

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:

 

  Ten Months Ended April 30, 2020    1.96%
  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%

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

See accompanying Notes to Consolidated Financial Statements.

 

29      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

 

Class R   

Ten Months

Ended

April 30, 2020

   

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      $16.98       $14.77       $15.54       $18.98       $12.12       $19.11  
Income (loss) from investment operations:             
Net investment loss1      (0.02)       (0.04)       (0.10)       (0.12)       (0.09)       (0.08)  
Net realized and unrealized gain (loss)      3.75       2.25       (0.25)       (2.31)       6.95       (6.63)  
Total from investment operations      3.73       2.21       (0.35)       (2.43)       6.86       (6.71)  
Dividends and/or distributions to shareholders:             
Dividends from net investment income      (0.02)       0.00       (0.42)       (1.01)       0.00       (0.27)  
Tax return of capital distribution      0.00       0.00       0.00       0.00       0.00       (0.01)  
Total dividends and/or distributions to shareholders      (0.02)       0.00       (0.42)       (1.01)       0.00       (0.28)  
Net asset value, end of period      $20.69       $16.98       $14.77       $15.54       $18.98       $12.12  
        
            
Total Return, at Net Asset Value2      21.99%       14.96%       (2.23)%       (12.34)%       56.60%       (35.07)%  
            
Ratios/Supplemental Data                                                 
Net assets, end of period (in thousands)      $125,316       $113,589       $114,608       $136,979       $176,396       $102,624  
Average net assets (in thousands)      $119,459       $100,857       $128,644       $158,070       $108,402       $123,329  
Ratios to average net assets:3             
Net investment loss      (0.12)%       (0.25)%       (0.65)%       (0.73)%       (0.70)%       (0.54)%  
Expenses excluding specific expenses listed below      1.46%       1.43%       1.43%       1.42%       1.43%       1.48%  
Interest and fees from borrowings      0.00%       0.00%4       0.00%4       0.00%4       0.00%4       0.00%  
Total expenses5      1.46%       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%       1.42%       1.41%       1.42%       1.42%  
Portfolio turnover rate6      44%       35%       44%       65%       69%       79%  

 

30      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

1. Calculated based on the average shares outstanding during the period.

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

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:

 

  Ten Months Ended April 30, 2020    1.46%
  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%

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

See accompanying Notes to Consolidated Financial Statements.

 

31      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

 

Class Y   

Ten Months

Ended

April 30, 2020

   

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      $17.88       $15.48       $16.26       $19.81       $12.59       $19.85  
Income (loss) from investment operations:             
Net investment income (loss)1      0.06       0.04       (0.02)       (0.05)       (0.02)       (0.01)  
Net realized and unrealized gain (loss)      3.93       2.36       (0.25)       (2.41)       7.24       (6.90)  
Total from investment operations      3.99       2.40       (0.27)       (2.46)       7.22       (6.91)  
Dividends and/or distributions to shareholders:             
Dividends from net investment income      (0.09)       0.00       (0.51)       (1.09)       0.00       (0.34)  
Tax return of capital distribution      0.00       0.00       0.00       0.00       0.00       (0.01)  
Total dividends and/or distributions to shareholders      (0.09)       0.00       (0.51)       (1.09)       0.00       (0.35)  
Net asset value, end of period      $21.78       $17.88       $15.48       $16.26       $19.81       $12.59  
                                                
                 
Total Return, at Net Asset Value2      22.41%       15.50%       (1.65)%       (11.91)%       57.35%       (34.74)%  
            
Ratios/Supplemental Data                                                 
Net assets, end of period (in thousands)      $349,290       $229,569       $147,282       $152,334       $146,710       $102,438  
Average net assets (in thousands)      $298,621       $165,432       $154,822       $140,430       $101,745       $128,207  
Ratios to average net assets:3             
Net investment income (loss)      0.38%       0.24%       (0.15)%       (0.28)%       (0.19)%       (0.04)%  
Expenses excluding specific expenses listed below      0.96%       0.93%       0.93%       0.92%       0.94%       0.98%  
Interest and fees from borrowings      0.00%       0.00%4       0.00%4       0.00%4       0.00%4       0.00%  
Total expenses5      0.96%       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%       0.92%       0.91%       0.93%       0.92%  
Portfolio turnover rate6      44%       35%       44%       65%       69%       79%  

 

32      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

1. Calculated based on the average shares outstanding during the period.

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

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:

 

  Ten Months Ended April 30, 2020    0.96%   
  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%   

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

See accompanying Notes to Consolidated Financial Statements.

 

33      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

 

Class R5   

Ten Months

Ended

April 30, 2020

   

Period

Ended

June 30, 20191

 
Per Share Operating Data                 
Net asset value, beginning of period      $17.87       $14.75  
Income (loss) from investment operations:     
Net investment income2      0.08       0.01  
Net realized and unrealized gain      3.95       3.11  
Total from investment operations      4.03       3.12  
Dividends and/or distributions to shareholders:     
Dividends from net investment income      (0.11)       0.00  
Tax return of capital distribution      0.00       0.00  
Total dividends and/or distributions to shareholders      (0.11)       0.00  
Net asset value, end of period      $21.79       $17.87  
                
    
Total Return, at Net Asset Value3      22.65%       21.15%  
    
Ratios/Supplemental Data                 
Net assets, end of period (in thousands)      $30       $12  
Average net assets (in thousands)      $15       $11  
Ratios to average net assets:4     
Net investment income      0.53%       0.35%  
Expenses excluding specific expenses listed below      0.77%       0.80%  
Interest and fees from borrowings      0.00%       0.00%  
Total expenses5      0.77%       0.80%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.77%6       0.80%6  
Portfolio turnover rate7      44%       35%  

1. For the period from after the close of business on May 24, 2019 (inception of offering) to June 30, 2019.

2. Calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

  Ten Months Ended April 30, 2020    0.77%   
  Period Ended June 30, 2019    0.80%   

6. Waiver was less than 0.005%.

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

See accompanying Notes to Consolidated Financial Statements.

 

34      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

Class R6   

Ten Months

Ended

April 30, 2020

   

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      $18.03       $15.58       $16.37       $19.94       $12.65       $19.96  
Income (loss) from investment operations:             
Net investment income (loss)1      0.09       0.06       0.002       (0.02)      
(0.00)2
 
 
    0.02  
Net realized and unrealized gain (loss)      3.98       2.39       (0.26)       (2.42)       7.29       (6.94)  
Total from investment operations      4.07       2.45       (0.26)       (2.44)       7.29       (6.92)  
Dividends and/or distributions to shareholders:             
Dividends from net investment income      (0.12)       0.00       (0.53)       (1.13)       0.00       (0.38)  
Tax return of capital distribution      0.00       0.00       0.00       0.00       0.00       (0.01)  
Total dividends and/or distributions to shareholders      (0.12)       0.00       (0.53)       (1.13)       0.00       (0.39)  
Net asset value, end of period      $21.98       $18.03       $15.58       $16.37       $19.94       $12.65  
                                                
            
Total Return, at Net Asset Value3      22.65%       15.73%       (1.53)%       (11.75)%       57.63%       (34.62)%  
            
Ratios/Supplemental Data                                                 
Net assets, end of period (in thousands)      $197,933       $133,853       $104,921       $77,158       $69,889       $39,359  
Average net assets (in thousands)      $163,124       $103,114       $89,461       $69,428       $40,868       $44,106  
Ratios to average net assets:4             
Net investment income (loss)      0.56%       0.41%       0.02%       (0.09)%       (0.02)%       0.16%  
Expenses excluding specific expenses listed below      0.74%       0.76%       0.75%       0.73%       0.75%       0.78%  
Interest and fees from borrowings      0.00%       0.00%5       0.00%5       0.00%5       0.00%5       0.00%  
Total expenses6      0.74%       0.76%       0.75%       0.73%       0.75%       0.78%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.74%7       0.75%       0.75%7      
0.73%7
 
 
    0.74%       0.72%  
Portfolio turnover rate8      44%       35%       44%       65%       69%       79%  

 

35      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

 

1. Calculated based on the average shares outstanding during the period.

2. Less than $0.005 per share.

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

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:

 

  Ten Months Ended April 30, 2020    0.74%   
  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%.

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

See accompanying Notes to Consolidated Financial Statements.

 

36      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS April 30, 2020

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 consolidated 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.

Effective July 31, 2019, the Fund’s fiscal year end changed from June 30 to April 30.

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, shares of exchange-traded funds that invest in gold bullion (Gold ETFs), commodity-linked derivatives related to gold or other special mineral (including commodity futures, financial futures, options and swap contracts, and certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions). 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. Class C shares held for ten years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the tenth anniversary after a purchase of Class C shares.

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

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

 

37      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

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 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

 

38      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

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

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

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

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

 

39      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

the net realized and unrealized gains (losses) on securities per share in the Consolidated 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 income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C.

Country Determination - For the purposes of making investment selection decisions and presentation in the 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.

D.

Distributions - Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from accounting principles generally accepted in the United States of America (“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 the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the consolidated financial statements.

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

The Subsidiary is classified as a controlled foreign corporation under Subchapter N of the Internal Revenue Code. Therefore, the Fund is required to increase its taxable income by its share of the Subsidiary’s income. Net investment losses of the Subsidiary cannot be deducted by the Fund in the current period nor carried forward to offset taxable income in future periods.

 

40      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

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

F.

Expenses - Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated 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 consolidated 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 consolidated 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 consolidated financial statements are released to print.

H.

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

I.

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

 

41      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

 

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.

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

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

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

K.

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.

Additionally, the Fund may enter into an option on a swap agreement, also called a “swaption”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate or index. A payer swaption gives the owner the right to pay the total return

 

42      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the Counterparties.

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 premium received. Put options written are reported as a liability in the Consolidated 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.

L.

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

 

43      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

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.

M.

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 amount equal to the full economic exposure of the instrument or transaction.

N.

Other Risks - The Subsidiary will seek to gain exposure to gold bullion and other precious metals, Gold ETFs, commodity-linked derivatives related to gold or other special minerals (including commodity futures, financial futures, options and swap contracts), and certain fixed income securities and other investments that may serve as margin or collateral for its derivatives positions. The Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The Fund is classified as a “non-diversified” fund under the Investment Company Act of 1940. Accordingly, the Fund may invest a greater portion of its assets in the securities of a single issuer or limited number of issuers than a “diversified” fund. To the extent that the Fund invests a higher percentage of its assets in the securities of a single issuer or limited number of issuers, the Fund is more subject to the risks associated with and developments affecting that issuer or limited number of issuers than a fund that invests more widely.

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.

 

44      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

For the ten months ended April 30, 2020, the effective advisory fee rate incurred by the Fund was 0.65%.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory agreements with Invesco Capital Management LLC, and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Fund.

Effective on the Reorganization Date, the Adviser has contractually agreed, through 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%, 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 expenses 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 on 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, 2022, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the ten months ended April 30, 2020, the Adviser waived advisory fees of $19,359 and reimbursed fund expenses of $150,215, $30,585, $40,177, and $97,617 for Class A, Class C, Class R, and Class Y, 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 ten months ended April 30, 2020, 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.

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

 

45      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the ten months ended April 30, 2020, 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 assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the 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. For the ten months ended April 30, 2020, 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 ten months ended April 30, 2020, IDI advised the Fund that IDI retained $97,613 in front-end sales commissions from the sale of Class A shares and $56,222 and $5,685 from Class A and Class C shares, respectively, 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

 

46      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of April 30, 2020. 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 consolidated financial statements may materially differ from the value received upon actual sale of those investments.

 

    

Level 1—

Unadjusted

  Quoted Prices

   

Level 2—

Other Significant

  Observable Inputs

    

Level 3—

Significant

  Unobservable

Inputs

     Value    

 

 
Assets Table           
Investments, at Value:           
Common Stocks           

Materials

   $ 1,099,867,508     $ 332,970,609      $ 1,297,460      $ 1,434,135,577   
Rights, Warrants and Certificates      1,373,454              0        1,373,454   
Exchange-Traded Options Purchased      526,500                     526,500   
Investment Companies      72,530,172                     72,530,172   
  

 

 

 
Total Assets    $     1,174,297,634     $ 332,970,609      $ 1,297,460      $ 1,508,565,703   
  

 

 

 
Liabilities Table           
Other Financial Instruments:           
Options written, at value    $ (24,795,669   $      $      $ (24,795,669)  
  

 

 

 
Total Liabilities    $ (24,795,669   $      $      $         (24,795,669)  
  

 

 

 

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

 

47      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

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.

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 April 30, 2020:

 

                 Asset Derivatives              Liability Derivatives  
    

Consolidated

Statement of Assets

and Liabilities Location

     Value     

Consolidated

Statement of Assets

and Liabilities Location

     Value   

 

 
Equity contracts      Investments, at value       $             526,500 *       Options written, at value       $       24,795,669   
Derivative Assets/ Liabilities not subject to master netting agreements         (526,500         (24,795,669)  
     

 

 

 

     

 

 

 
Total Derivative Assets/Liabilities not subject to master netting agreements        $          $ —   
     

 

 

 

     

 

 

 

*Amounts relate to purchased option contracts and purchased swaption contracts, if any.

Effect of Derivative Investments for the Ten Months Ended April 30, 2020

The tables below summarize 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

for as Hedging

Instruments

  

Investment

transactions

in unaffiliated

companies*

  

Option

contracts

written

  Total  
Equity contracts    $ 434,459      $ 7,462,308     $ 7,896,767  
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives  

Derivatives

Not Accounted

for as Hedging

Instruments

  

Investment

transactions

  in unaffiliated

companies*

  

Option

contracts

written

  Total  
Equity contracts    $ 47,442      $         (8,244,006   $         (8,196,564

*Includes purchased option contracts and purchased swaption contracts, if any.

The table below summarizes the ten month ended average notional value and contracts of

 

48      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

equity options purchased and the two month ended average notional value and contracts of equity options written during the period.

 

     

Equity

options

purchased

    

Equity

options

written

 
Average notional amount    $           11,900,000      $           88,403,690  
Average contracts      1,250        31,770  

Note 5 - Trustee and Officer Fees and Benefits

The Fund has adopted an unfunded retirement plan (the “Plan”) for the 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 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    $                         9,599  
Payments Made to Retired Trustees       
Accumulated Liability as of April 30, 2020      60,547  

Certain trustees have executed Deferred Compensation Agreement(s) 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(s), 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(s) 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 Deferred Compensation Agreement(s).

Note 6 – Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with JPMorgan 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

 

49      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

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. Effective May 5, 2020, the custodian changed to State Street Bank and Trust.

Note 7 – Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders for the Ten Months Ended April 30, 2020 and the Fiscal Years Ended June 30, 2019 and June 30, 2018:

 

                April 30, 2020              June 30, 2019              June 30, 2018  
Ordinary income    $ 4,462,855      $      $ 28,855,210  
Total distributions    $ 4,462,855      $      $ 28,855,210  
        

Tax Components of Net Assets at Period-End:

 

      2020  
Undistributed ordinary income    $ 4,914,872  
Net unrealized appreciation (depreciation) - investments      418,041,951  
Net unrealized appreciation (depreciation) - foreign currencies      (70,127)  
Temporary book/tax differences      (138,023)  
Capital loss carryforward      (1,439,937,879)  
Shares of beneficial interest      2,494,626,495  
Total net assets    $             1,477,437,289  
        

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to mark to market and wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

The Fund has a capital loss carryforward as of April 30, 2020, which expires as follows:

 

Capital Loss Carryforward*  
Expiration    Short-Term      Long-Term      Total  
Not subject to expiration    $                     407,967,232      $                   1,031,970,647      $                   1,439,937,879  

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the

Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net

unrealized gains or losses as of the date of any reorganization.

 

50      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

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 ten months ended April 30, 2020 was $685,984,758 and $556,005,503, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investments on a Tax Basis  
Aggregate unrealized appreciation of investments     $ 555,739,465  
Aggregate unrealized (depreciation) of investments      (137,767,641)  
  

 

 

 
Net unrealized appreciation of investments     $                 417,971,824  
  

 

 

 

Cost of investments for tax purposes is $1,065,842,463.

Note 9 – Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of prior year post financial statement adjustments and PFIC reclass, on April 30, 2020, undistributed net investment loss was decreased by $13,681,955, undistributed net realized loss was increased by $10,873,431 and shares of beneficial interest was decreased by $2,808,524. This reclassification had no effect on the net assets of the Fund.

Note 10 – Share Information

Transactions in shares of beneficial interest were as follows:

 

    

  Ten Months Ended April 30,  

20201   

    Year Ended June 30, 20192     Year Ended June 30, 2018  
      Shares       Amount       Shares       Amount       Shares       Amount  
Class A             
Sold      15,708,612     $ 312,533,945       9,458,270     $ 144,671,146       8,124,876     $ 131,219,591  
Automatic Conversion Class C to Class A Shares      381,626       7,368,235                          
Dividends and/or distributions reinvested      90,340       1,725,507                   923,828       14,171,529  
Redeemed      (13,612,490     (255,012,868     (11,237,201     (165,828,966     (12,501,998     (201,511,675
Net increase (decrease)      2,568,088     $      66,614,819       (1,778,931   $     (21,157,820     (3,453,294   $     (56,120,555
        

 

51      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

    

Ten Months Ended April 30,  

20201   

     Year Ended June 30, 20192        Year Ended June 30, 2018  
     Shares       Amount        Shares       Amount        Shares       Amount  
Class B                                                   
Sold          $            $        1,933     $ 30,143  
Dividends and/or distributions reinvested                                806       11,726  
Redeemed3                                (190,342     (2,882,924
Net increase (decrease)          $            $        (187,603   $ (2,841,055
        
              
Class C                                                   
Sold      1,464,868     $ 25,779,057        1,216,119     $ 16,312,847        1,588,420     $ 23,408,868  
Dividends and/or distributions reinvested                                202,287       2,846,178  
Automatic Conversion Class C to Class A Shares      (421,681     (7,368,235                          
Redeemed      (1,473,769     (25,490,417      (4,294,484     (62,223,717      (2,486,030     (36,516,614
Net increase (decrease)      (430,582   $ (7,079,595      (3,078,365   $ (45,910,870      (695,323   $ (10,261,568
        
              
Class R                                                   
Sold      2,838,180     $ 51,894,302        2,255,361     $ 31,565,148        2,961,901     $ 45,632,841  
Dividends and/or distributions reinvested      7,108       129,162                     222,740       3,260,909  
Redeemed      (3,478,097     (62,974,405      (3,323,388     (46,764,341      (4,243,717     (65,216,477
Net increase (decrease)      (632,809   $ (10,950,941      (1,068,027   $   (15,199,193      (1,059,076   $   (16,322,727
        
              
Class Y                                                   
Sold      12,434,776     $   241,097,968        10,082,276     $ 149,305,227        5,766,922     $ 92,733,982  
Dividends and/or distributions reinvested      70,911       1,354,399                     260,683       3,985,837  
Redeemed      (9,312,284     (169,709,103      (6,756,704     (98,540,574      (5,878,169     (94,699,957
Net increase (decrease)            3,193,403     $ 72,743,264        3,325,572     $ 50,764,653        149,436     $ 2,019,862  
        

 

52      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

    

Ten Months Ended April 30,  

20201   

    Year Ended June 30, 20192       Year Ended June 30, 2018  
     Shares       Amount       Shares       Amount       Shares       Amount  
Class R54                                                 
Sold      710     $ 9,834       678     $ 10,000           $  
Dividends and/or distributions reinvested                                     
Redeemed                                     
Net increase (decrease)      710     $ 9,834       678     $ 10,000           $  
        
            
Class R6                                                 
Sold            5,660,874     $   109,305,126       5,773,319     $     85,525,000       3,847,471     $ 61,147,391  
Dividends and/or distributions reinvested      49,807       958,784                   166,122       2,554,953  
Redeemed      (4,131,957     (79,054,005     (5,082,586     (75,041,130     (1,992,793     (32,046,766
Net increase (decrease)      1,578,724     $ 31,209,905       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 own 19% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates, including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

2. There are entities that are record owners of more than 5% of the outstanding shares of the Fund and 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 has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

3. All outstanding Class B shares converted to Class A shares on June 1, 2018.

4. Commencement date after the close of business on May 24, 2019.

Note 11 – Coronavirus (COVID-19) Pandemic

During the first quarter of 2020, the World Health Organization declared the COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Funds’ ability to achieve their investment objectives. Because of the uncertainties on valuation, the global economy and business operations, values reflected in these consolidated financial statements may materially differ from the value received upon actual sales of those investments.

The extent of the impact on the performance of the Fund and its investments will depend on future developments, including the duration and spread of the COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.

 

53      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

 

Note 12 – Significant Event

The Board of Trustees unanimously approved an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which Invesco Oppenheimer Gold & Special Minerals Fund (the “Fund”) would acquire all of the assets and liabilities of Invesco Gold & Precious Metals Fund (the “Target Fund”) in exchange for shares of the Fund.

The Agreement requires approval of the Target Fund’s shareholders and was submitted to the shareholders for their consideration at a meeting held on April 24, 2020. The reorganization was consummated on May 15, 2020. Upon closing of the reorganization, shareholders of the Target Fund will received a corresponding class of shares of the Fund in exchange for their shares of the Target Fund and the Target Fund liquidated and ceased operations.

Note 13 – Subsequent Event

Effective on or about September 30, 2020, the name of the Fund and all references thereto will change from Invesco Oppenheimer Gold & Special Minerals Fund to Invesco Gold & Special Minerals Fund.

 

54      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 Consolidated Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Invesco Oppenheimer Gold & Special Minerals Fund and its subsidiary (one of the funds constituting AIM Sector Funds (Invesco Sector Funds), referred to hereafter as the “Fund”) as of April 30, 2020, the related consolidated statements of operations and of changes in net assets, including the related notes, and the consolidated financial highlights for each of the periods indicated in the table below (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 April 30, 2020, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Consolidated Statement of Operations and

Consolidated Statement of Changes in Net

Assets

   Consolidated Financial Highlights
   

For the period from July 1, 2019 through April 30, 2020 and the year ended June 30, 2019

  

For the period from July 1, 2019 through April 30, 2020 and the year ended June 30, 2019 for Class A, Class C, Class R, Class Y and Class R6

   
    

For the period from July 1, 2019 through April 30, 2020 and the period from May 24, 2019 (inception of offering) through June 30, 2019 for Class R5

The consolidated financial statements of Invesco 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 audits. 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 audits 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 audits 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

 

55      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

consolidated financial statements. Our audits 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 April 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 26, 2020

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.

 

56      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TAX INFORMATION

 

 

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its ten months ended April 30, 2020:

 

Federal and State Income Tax
Qualified Dividend Income*    100.00%   
Corporate Dividends Received Deduction*    47.09%   
Qualified Business Income    0.00%   
U.S. Treasury Obligations*    0.00%   
Tax-Exempt Interest Dividends*    0.00%   

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

57      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO SCHEDULE OF INVESTMENTS

 

 

Go paperless with eDelivery

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

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

 

·  

Fund reports and prospectuses

·  

Quarterly statements

·  

Daily confirmations

·  

Tax forms

Invesco mailing information

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

Important notice regarding delivery of security holder documents

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

Fund holdings and proxy voting information

The Fund provides a complete list of its 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) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-PORT 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.

 

58      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS

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.

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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 TRUSTEE                    
   
Martin L. Flanagan — 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
   203    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)

 

           
 
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.

 

59      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS Continued

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

   203    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
   203    Board member of
the Illinois
Manufacturers’
Association
         
Beth Ann Brown – 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

   203    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
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)

 

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 company); Director of Cross Timbers
Quail Research Ranch (non-profit); and member of the U.S. House of
Representatives

 

   203    Member, Board of
Directors of Baylor
College of Medicine

 

60      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)
                   
   
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

   203   

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

 

   203    Insperity, Inc.
(formerly known as
Administaff) (human
resources provider)
   
Elizabeth Krentzman – 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.; and Trustee of
certain Oppenheimer Funds
   203   

Trustee of the
University of Florida
National Board
Foundation;
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

 

 

61      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS Continued

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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)
                   
   
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    203   

Blue Hills Bank; Chairman of Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP

 

   
Prema Mathai-Davis – 1950
Trustee
   2003   

Retired

 

Formerly; Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self- Directed Investor)

 

   203    None
   
Joel W. Motley – 1952
Trustee
   2019   

Director of Office of Finance, Federal Home Loan Bank System; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of 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)

   203   

Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); 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

 

   203   

Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)

 

 

62      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

 

   203    Federal Reserve Bank of Dallas
   
Robert C. Troccoli – 1949
Trustee
   2016   

Retired

 

Formerly: Adjunct Professor, University of Denver – Daniels College of Business, Senior Partner, KPMG LLP

 

   203    None
   
Daniel S. Vandivort –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

   203   

Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds

 

   
James D. Vaughn – 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

   203   

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, Vice Chair and Chair Designate
   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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.;

 

   203    ISO New England, Inc. (non-profit organization managing regional electricity market)

 

63      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS Continued

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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
       

Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments

 

         

 

64      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

         
OFFICERS                    
   
Sheri Morris — 1964
President, Principal Executive Officer and Treasurer
   2003   

Head of Global Fund Services, Invesco Ltd.; 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, and Vice President, OppenheimerFunds, Inc.

 

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

 

   N/A    N/A

 

65      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS Continued

 

         

Name, Year of Birth and

Position(s) Held with the Trust 

 

Trustee

and/or

Officer

Since

  

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

         
OFFICERS (CONTINUED)                       
   
Jeffrey H. Kupor (Continued)       

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; Secretary, W.L. Ross & Co., LLC

 

Formerly: Secretary and 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

 

   N/A    N/A

 

66      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

         

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee

and/or

Officer

Since

  

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

         
OFFICERS (CONTINUED)                   
   
Andrew R. Schlossberg (Continued)       

Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; 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); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and President, Trimark Investments Ltd./Placements Trimark Ltée

 

Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly

 

   N/A    N/A

 

67      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS Continued

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  Trustee
and/or
Officer
Since
  

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

         
OFFICERS (CONTINUED)                       
   
John M. Zerr (Continued)       

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 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.;

 

   N/A    N/A

 

68      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

         

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee

and/or

Officer

Since

  

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

         
OFFICERS (CONTINUED)                       
   
Gregory G. McGreevey (Continued)       

and Senior Vice President, The Invesco Funds; and President, SNW Asset Management Corporation and Invesco Managed Accounts, LLC

 

Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds

         
   

Kelli Gallegos – 1970

Vice President, Principal Financial Officer and Assistant Treasurer

  2008   

Principal Financial and Accounting Officer – Investments Pool, 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; Vice President, Invesco Advisers, Inc.

 

Formerly: Assistant Treasurer, Invesco Specialized Products, LLC; 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 and OFAC Compliance Officer for Invesco U.S. entities including; Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc.

 

   N/A    N/A

 

69      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


TRUSTEES AND OFFICERS Continued

 

         

Name, Year of Birth and

Position(s) Held with the Trust

  

Trustee

and/or

Officer

Since

  

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

         
OFFICERS (CONTINUED)                    
   
Todd F. Kuehl – 1969
Chief Compliance Officer
   2020   

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser)

 

   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

11 Greenway Plaza,

Suite 1000

Houston, TX 77046-1173

 

Counsel to the Fund

Stradley Ronon Stevens & Young,

LLP

2005 Market Street,

Suite 2600

Philadelphia, PA 19103-7018

  

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Counsel to the

Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza,

Suite 1000

Houston, TX

77046-1173

Transfer Agent

Invesco Investment

Services, Inc.

11 Greenway Plaza,

Suite 1000

Houston, TX

77046-1173

 

Auditors

PricewaterhouseCoopers

LLP

1000 Louisiana Street,

Suite 5800

Houston, TX 77002-5021

Custodian

JPMorgan Chase Bank

4 Chase Metro Tech

Center

Brooklyn, NY 11245

 

    

 

70      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


INVESCO’S PRIVACY POLICY

 

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 Use1 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

  1NTD

 

71      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


                                               

INVESCO’S PRIVACY POLICY Continued

 

 

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.

 

72      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


    

 

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:

 

73      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


                                               

INVESCO’S PRIVACY POLICY Continued

 

 

  ·  

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.

 

74      INVESCO OPPENHEIMER GOLD & SPECIAL MINERALS FUND


 

 

THIS PAGE INTENTIONALLY LEFT BLANK.


 

 

THIS PAGE INTENTIONALLY LEFT BLANK.


 

 

THIS PAGE INTENTIONALLY LEFT BLANK.


 

 

THIS PAGE INTENTIONALLY LEFT BLANK.


 

 

THIS PAGE INTENTIONALLY LEFT BLANK.


 

Explore High-Conviction Investing with Invesco

 

LOGO

 

Go paperless with eDelivery

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

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

 

  Fund reports and prospectuses

  Quarterly statements

  Daily confirmations

  Tax forms

 

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

 

 

 

 

        LOGO
Invesco Distributors, Inc.    O-GSM-AR-1       06272020


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, Jr. Robert C. Troccoli and James Vaughn. David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Elizabeth Krentzman, Anthony J. LaCava, Jr., Teresa M. Ressel, 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.

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 four PwC Managers each held financial interests either directly or, in the case of one PwC Manager, indirectly through her spouse’s equivalent brokerage account, 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 the impermissible holdings were disposed of by the individuals, the individuals were not in the chain of command of the audit or the audit partners of the Funds, the individuals either did not provide any audit services or did not provide services of any kind to the Registrant or its affiliates , and the investments were not material to the net worth of each individual or their respective immediate family members. PwC considered these mitigating factors in reaching its conclusion. PwC advised the Audit Committee that it believes its objectivity and impartiality has not been adversely affected by these matters as they related to the audit of the Registrant and that it can continue to serve as the independent public accounting firm for the Funds.

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 oversees.

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 Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as shown in the following table. The Audit Committee rep-approved all audit and non-audit services provided to the Registrant.

 

     Fees Billed for Services
Rendered to the Registrant for
fiscal year end 2020
     Fees Billed for Services Rendered
to the Registrant for fiscal year
end 2019
 

Audit Fees

   $ 323,392      $ 333,858  

Audit-Related Fees(1)

   $ 56,900      $ 0  

Tax Fees(2)

   $ 174,663      $ 78,568  

All Other Fees

   $ 0      $ 0  
  

 

 

    

 

 

 

Total Fees

   $ 554,955      $ 412,426  

 

 

(1)

Audit-Related Fees for the fiscal year end April 30, 2020 includes fees billed for reviewing regulatory filings.

(2)

Tax Fees for the fiscal year end April 30, 2020 includes fees billed for preparation of U.S. Tax Returns and Taxable Income calculations, including excise tax and year-to-date estimates for various book-to-tax differences. Tax fees for fiscal year end April 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”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years as shown in the following table. The Audit Committee pre-approved all non-audit services provided to Invesco and Invesco Affiliates that were required to be pre-approved.

 

     Fees Billed for Non-Audit
Services Rendered to Invesco
and Invesco Affiliates for fiscal
year end 2020 That Were
Required
to be Pre-Approved
by the Registrant’s
Audit Committee
     Fees Billed for Non-Audit Services
Rendered to Invesco and Invesco
Affiliates for fiscal year end 2019
That Were Required
to be Pre-Approved
by the Registrant’s
Audit Committee
 

Audit-Related Fees(1)

   $ 701,000      $ 690,000  

Tax Fees

   $ 0      $ 0  

All Other Fees

   $ 0      $ 0  
  

 

 

    

 

 

 

Total Fees

   $ 701,000      $ 690,000  

 

 

(1)

Audit-Related Fees for the fiscal years ended 2020 and 2019 include fees billed related to reviewing controls at a service organization.


(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 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.

 

1 

Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable to closed-end funds managed by Invesco and listed on NYSE.


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.

(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) In addition to the amounts shown in the tables above, PwC billed Invesco and Invesco Affiliates aggregate fees of $6,726,000 for the fiscal year ended April 30, 2020 and $3,550,000 for the fiscal year ended April 30, 2019 for non-audit services not required to be pre-approved by the Registrant’s Audit Committee. In total, PwC billed the Registrant, Invesco and Invesco Affiliates aggregate non-audit fees of $7,601,663 for the fiscal year ended April 30, 2020 and $4,318,568 for the fiscal year ended April 30, 2019.

PwC provided audit services to the Investment Company complex of approximately $32 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.

 

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.

PORTFAOLIO 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 June 17, 2020, 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 June 17, 2020, 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 and Section 302 of the Sarbanes-Oxley Act of 2002.
13(a) (3)    Not applicable.
13(a) (4)    Not applicable.
13(b)    Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: AIM Sector Funds (Invesco Sector Funds)

 

By:   /s/ Sheri Morris
  Sheri Morris
  Principal Executive Officer
Date:   July 8, 2020

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:

 

July 8, 2020

By:

 

/s/ Kelli Gallegos

 

Kelli Gallegos

 

Principal Financial Officer

Date:

 

July 8, 2020

EX-99.CODE 2 d57222dex99code.htm EX-99.CODE EX-99.CODE

THE INVESCO FUNDS CODE OF ETHICS FOR COVERED OFFICERS

I. Introduction

The Boards of Trustees (“Board”) of the Invesco Funds (the “Funds”) have adopted this code of ethics (this “Code”) applicable to their Principal Executive Officer and Principal Financial Officer (or persons performing similar functions) (collectively, the “Covered Officers”) to promote:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Funds;

 

   

compliance with applicable governmental laws, rules and regulations;

 

   

the prompt internal reporting of violations to the Code to an appropriate person or persons identified in the Code; and

 

   

accountability for adherence to the Code.

II. Covered Officers Should Act Honestly and Candidly

Each Covered Officer named in Exhibit A to this Code owes a duty to the Funds to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each Covered Officer must:

 

   

act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Funds’ policies;

 

   

observe both the form and spirit of laws and governmental rules and regulations, accounting standards and policies of the Funds;

 

   

adhere to a high standard of business ethics; and

 

   

place the interests of the Funds and their shareholders before the Covered Officer’s own personal interests.

Business practices Covered Officers should be guided by and adhere to these fiduciary standards.

III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Guiding Principles. A “conflict of interest” occurs when an individual’s personal interest actually or potentially interferes with the interests of the Funds or their shareholders. A conflict of interest can arise when a Covered Officer takes actions or has interests that may make it difficult to perform his or her duties as a Fund officer objectively and effectively. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position as a Fund officer. In addition, investment companies should be sensitive to situations that create apparent, but not actual, conflicts of interest. Service to the Funds should never be subordinated to personal gain an advantage.

Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Funds that already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as “affiliated persons” of the Funds. Therefore, as to the existing statutory and regulatory prohibitions on individual behavior, they will be deemed to be incorporated in this Code and therefore any material violation will also be deemed a violation of this Code. Covered Officers must in all cases comply with applicable statutes and regulations.


In addition, the Funds and their investment adviser have adopted Codes of Ethics designed to prevent, identify and/or correct violations of these statutes and regulations. This Code does not, and is not intended to, repeat or replace such Codes of Ethics.

As to conflicts arising from, or as a result of the contractual relationship between, the Funds and the investment adviser of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to the adviser’s fiduciary duties to the Funds, the Covered Officers will in the normal course of their duties (whether formally for the Funds or for the adviser, or for both) be involved in establishing policies and implementing decisions which will have different effects on the adviser and the Funds. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and the adviser and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Funds. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of other investment companies advised or serviced by the same adviser and the codes which apply to senior officers of those investment companies will apply to the Covered Officers acting in those distinct capacities.

Each Covered Officer must:

 

   

avoid conflicts of interest wherever possible;

 

   

handle any actual or apparent conflict of interest ethically;

 

   

not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by an investment company whereby the Covered Officer would benefit personally to the detriment of any of the Funds;

 

   

not cause an investment company to take action, or fail to take action, for the personal benefit of the Covered Officer rather than the benefit of such company;

 

   

not use knowledge of portfolio transactions made or contemplated for an investment company to profit or cause others to profit, by the market effect of such transactions; and

 

   

as described in more detail below, discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Chief Compliance Officer of the Funds (the “CCO”).

Some conflict of interest situations that should always be discussed with the CCO, if material, include the following:

 

   

any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Funds;

 

   

being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member;

 

   

any direct ownership interest in, or any consulting or employment relationship with, any of the Funds’ service providers, other than its investment adviser, distributor or other Invesco Ltd. affiliated entities and other than a de minimis ownership interest (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest); and

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Funds for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer’s employment with Invesco, its subsidiaries, its parent organizations and any affiliates or subsidiaries thereof, such as compensation or equity ownership, and other than an interest arising from a de minimis ownership interest in a company with which the Funds execute portfolios transactions or a company that receives commissions or other fees related to its sales and redemptions of shares of the Funds (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest).


IV. Disclosure

Each Covered Officer is required to be familiar, and comply, with the Funds’ disclosure controls and procedures so that the Funds’ subject reports and documents filed with the SEC comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each Covered Officer having direct or supervisory authority regarding these SEC filings or the Funds’ other public communications should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each Covered Officer must:

 

   

familiarize himself/herself with the disclosure requirements applicable to the Funds as well as the business and financial operations of the Funds; and

 

   

not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including representations to the Funds’ internal auditors, independent Directors/Trustees, independent auditors, and to governmental regulators and self-regulatory organizations.

V. Compliance

It is the Funds’ policy to comply in all material respects with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters.

VI. Reporting and Accountability

Each Covered Officer must:

 

   

upon becoming a Covered Officer and receipt of this Code, sign and submit to the CCO of the Funds (or the CCO’s designee) an acknowledgement stating that he or she has received, read, and understands this Code.

 

   

annually thereafter submit a form to the CCO of the Funds (or the CCO’s designee) confirming that he or she has received, read and understands this Code and has complied with the requirements of this Code.

 

   

not retaliate against any employee or other Covered Officer for reports of potential violations that are made in good faith.

 

   

notify the CCO promptly if he becomes aware of any existing or potential violation of this Code. Failure to do so is itself a violation of this Code.

Except as described otherwise below, the CCO is responsible for applying this Code to specific situations in which questions are presented to him or her and has the authority to interpret this Code in any particular situation. The CCO shall take all action he or she considers appropriate to investigate any actual or potential violations reported to him or her.

The CCO is authorized to consult, as appropriate, with the Chairman of the Audit Committees of the Board, counsel to the Funds and counsel to the Board members who are not “interested persons” of the Funds as defined in the 1940 Act (“Independent Trustees”), and is encouraged to do so.

The CCO is responsible for granting waivers and determining sanctions, as appropriate. In addition, approvals, interpretations, or waivers sought by the Covered Officers may also be considered by the Chairman of the Audit Committees of the Board.

The Funds will follow these procedures in investigating and enforcing this Code, and in reporting on the Code:


   

the CCO will take all appropriate action to investigate any potential violations reported to him or her;

 

   

any matter that the CCO believes is a violation or potential violation will be reported to the Chairman of the Audit Committees of the Board after such investigation;

 

   

if the Chairman of the Audit Committees concurs that a violation has occurred, he or she will inform the Board, which will take all appropriate disciplinary or preventive action;

 

   

appropriate disciplinary or preventive action may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; a letter of censure, suspension, dismissal; or, in the event of criminal or other serious violations of law, notification to the SEC or other appropriate law enforcement authorities;

 

   

the CCO will be responsible for granting waivers of this Code, as appropriate; and

 

   

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

VII. Other Policies and Procedures

The Funds’ and the Advisers’ and Principal Underwriters’ codes of ethics under Rule 17j-1 under the Investment Company Act and the Advisers’ more detailed policies and procedures set forth in its Compliance and Supervisory Procedures Manual are separate requirements applying to Covered Officers and others, and are not part of this Code.

VIII. Amendments

Any material amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Funds’ Board, including a majority of Independent Trustees.

IX. Confidentiality

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the members of the Funds’ Board, counsel to the Funds, counsel to the Independent Trustees.


Exhibit A

Persons Covered by this Code of Ethics:

Sheri Morris – Principal Executive Officer

Kelli Gallegos – Principal Financial Officer


INVESCO FUNDS

CODE OF ETHICS FOR COVERED OFFICERS—ACKNOWLEDGEMENT

I hereby acknowledge that I am a Principal Officer of the Funds and I am aware of and subject to the Funds’ Code of Ethics for Covered Officers. Accordingly, I have read and understood the requirements of the Code of Ethics for Covered Officers and I am committed to fully comply with the Code of Ethics for Covered Officers

I also recognize my obligation to promote:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds file with, or submit to, the Commission and in other public communications made by the Funds; and

3. Compliance with applicable governmental laws, rules, and regulations.

4. The prompt internal reporting of violations to the Code to an appropriate person or persons identified in the Code; and

5. Accountability for adherence to the Code.

 

Date     Name:
    Title:
EX-99.CERT 3 d57222dex99cert.htm EX-99.CERT EX-99.CERT

I, Sheri Morris, Principal Executive Officer, certify that:

1. I have reviewed this report on Form N-CSR of AIM Sector Funds (Invesco Sector Funds);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 8, 2020       /s/ Sheri Morris
      Sheri Morris, Principal Executive Officer


I, Kelli Gallegos, Principal Financial Officer, certify that:

1. I have reviewed this report on Form N-CSR of AIM Sector Funds (Invesco Sector Funds);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 8, 2020       /s/ Kelli Gallegos
      Kelli Gallegos, Principal Financial Officer
EX-99.906CERT 4 d57222dex99906cert.htm EX-99.906CERT EX-99.906CERT

CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of AIM Sector Funds (Invesco Sector Funds) (the “Company”) on Form N-CSR for the period ended April 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Sheri Morris, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 8, 2020

     

/s/ Sheri Morris

     

Sheri Morris, Principal Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of AIM Sector Funds (Invesco Sector Funds) (the “Company”) on Form N-CSR for the period ended April 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Kelli Gallegos, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 8, 2020

     

/s/ Kelli Gallegos

     

Kelli Gallegos, Principal Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

GRAPHIC 5 g857773g10i61.jpg GRAPHIC begin 644 g857773g10i61.jpg M_]C_X 02D9)1@ ! $ 8 !@ #__@ ?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$ @&!@<&!0@'!P<*"0@*#18.#0P,#1L3%! 6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3H.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1 (! @0$ P0'!00$ $"=P ! @,1 M! 4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_ !$( #< ;0,!$0 "$0$#$0'_V@ , M P$ A$#$0 _ /?Z "@"%;NV:Y:V6XB,ZC)C#CY !-_:=H-(&J/,L=GY/GF1C@!,9R?PH QTU;5 M-^GW<\<-O:WMP(DM70^:$*L58MG ;C)7' R,YYH Z.@ H * "@ H * "@ H MY_QE?7=EX?V6$GE7=Y/%9Q2_\\C*X3=]1G(]Z ,S6/"&F:3X?%[I%F(M2TI3 M=03J<2RNHRP=^K;P"#GUH ["&59X(Y4^ZZAA]"* .?>\%G+XBUN8';;(((@, MG1U1!U9C@"@")+VTD MSY=U"V.NUP: '?:8/^>T?_?0H B74[!KM;1;VW:Y<$K$) 7('7CK0!:H * , M/Q&[S1VNEV\,/1/$<5]/YK: M7YB/*5"EU\E9 <#CH^/PH =X1UF"\\/Q0RRI%=V ^SW,3'#1E. 2#V( (/<& M@#,T2:+Q#9P3QN1HT$[WDLK#"SREV<*,]50D$GU4#L: +6EW$FF>'I]8>(R: MEJ\_G1PMD%F?B&/V"H%SZ88^M &[HVFC2M-2W:0RS$F2>4]9)&.6;\2>!V&! MVH N>;&)1%O7S"NX)GG'KCTY% #Z (;NU@OK.:TN8UE@F0QR(PR&4C!% ''^ M'O!OAM]/:QO=!TR6\T^0VTDAM4W2 %'/ R60J3[DT :2_#_ ,((VX>'-/S[ MP C]: -?3](TW28S'IVGVUFAZB")4S^0H NT -=UC1G=@B*,LS' ]: .9O- M3CB^(VGV)91OLG)8]B6X3/JVTG'_ $SH QK@IJNN:[X?MB))-0U".2[V\B&V M2&%6#>AY/8T ;GC/3]-.@7VHS:39W=_%"5MGF@1F$AX0 D/DX5L?\ #&@"E<7#W$\6H0X+R-]ETQ3]W+#YIL=_E4 MD?[*G'WJ +>F/;Z+H-Y01'55A6W!/7S96!6'/]U?W73CECU)H ETR^O+7PA81S7LWVJZCDO)KJ89> M" L7+$'@, RJ!T![84B@!)K[4(K;3+22>59K=8Y+AC)RTF,B-CZ#@-_OH?6@ M#*UD76@BRTO3+D_;]6VFY=V/FX:X0%\=CB9@>F ..G !Z50 4 % &-XM+CPC MJICC:0BW?**N2RX^8 =^,\4 '4%U>C79M$L&C$&+![@YH I:YJ6H:AXNT;13IEQ:Z M<1!(0BO+IHR8M(T_N(U M_P!_WH CU("QL-%TNX82E )YUXW3>5MX'NTK1?GCO0!D>)=,EU.^T#PX\@9Y MGDN[PJWX,*#JM]9ZQ?,MKIWF2232%@P>0@E+=?[[D$$J,\*B]0:!FU+ITQ\0^'M' MR]0U#5#B-N3;PB"7RX_KW/\ M$^E CTF@ H * ,OQ%YTFB7%K;.4N+L?9XV7 MJA?Y2P_W02W_ &@":PT;3=+2);*Q@A,<8C5DC ;:!@#('M0!G^,8I#X;FNH M5=I;!X[U5099O*<.5'U"D?C0!7L(/M_BFYURPDB^RA%M6RN?.QRSAL\8^5>G M.P@] 0 7/$MO,UM9ZA;6S7-QIMRMRL2?>==K(X7U.QVP.Y H Y2Z\0V4WB19 M;U;FST-WCF:YN[:2%))8Q\D7S*.Y#9X!*@#/- %NX35_$'B73_$.E6D?V#3P M\,<=X7A:Z#XW.!@[0"J8W#GD\84D L1Z5XJL=;FUE&T_4+F[A$+P22M#';!2 M2HC8*Q8?,=V0"3SQT !%I/@O54MX[/7-7AN[%65Y(88"AFV@!8W8L)(H88XHT^ZB* %^@% $-YIMK?3V4UPFY[.;SX3GHVUE_DQ MH MT % !0 A .,CIT]J %H " 1@C(H BMK6WLK:.VM8(X((EVI'&H55'H .E 6 $M !0 4 % !0 4 % !0 4 % '__V0$! end GRAPHIC 6 g857773g23e48.jpg GRAPHIC begin 644 g857773g23e48.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X1#R17AI9@ 34T *@ @ ! $[ ( M - (2H=I 0 ! (6)R= $ : 0T.H< < @, /@ M &UL;G,Z9&,](FAT=' Z M+R]P=7)L+F]R9R]D8R]E;&5M96YT#IX;7!M971A/@T*(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" \/WAP86-K970@ M96YD/2=W)S\^_]L 0P '!04&!00'!@4&" <'" H1"PH)"0H5#Q ,$1@5&AD8 M%1@7&QXG(1L=)1T7&"(N(B4H*2LL*QH@+S,O*C(G*BLJ_]L 0P$'" @*"0H4 M"PL4*AP8'"HJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ M*BHJ*BHJ*BHJ*BHJ_\ $0@ 10#K P$B (1 0,1 ?_$ !\ $% 0$! 0$! M ! @,$!08'" D*"__$ +40 (! P,"! ,%!00$ !?0$" P $ M$042(3%!!A-180'EZ@X2%AH>( MB8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(R;GZ.GJ\?+S]/7V]_CY^O_$ !\! ,! 0$! 0$! 0$ ! M @,$!08'" D*"__$ +41 (! @0$ P0'!00$ $"=P ! @,1! 4A,08205$' M87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6&AXB)BI*3E)66 MEYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN+CY.7F MY^CIZO+S]/7V]_CY^O_: P# 0 "$0,1 #\ ^D:**Y/Q[X\M/!6FQ!86OM6O M6\NPT^+EYWZ=!R%!(_D* .BU'4['2+)[S5;R"SMD^]+/($4?B:X"Y^./AIKI M[;0+/5_$$J'#?V;9EE'XM@X]P#5;1_AA>>)+J/7_ (KW9U.^^]%I:.5M;0== MN ?F/KV]=W6KFJ_%SX?>#(_[.M+F.4P# M=)@#*F., C" \=,T 0GXPW40#W M/P]\6Q1=W^P'C\\5I:'\8_!VM70M&OWTR\) -MJ49@8'TR?ES[9KF8?VE/"4 MDX273M7B0G[YBC./J ^:Z6'4OAW\6K(VVZQU23:?W4J&.XC]2N<./JO% SN@ M0R@J001D$=Z6O';JT\1?!9_MNF37&O>#-W[^RE.Z>P7U0_W1^7J!]ZO5M(U> MRUW2;?4]*N%N+2Y0/'(IZCT]B#P1V(H$7***Y'QM\3/#G@-8TUFXDDNY5WQV M=LH>5ESC<02 !D'DD9P<9Q0!TU_?6^F:;*K'QEH(U?2DE6U>5XT,R@,VTXW8[ UYU?_&CPKXO\$>(].@>XT^_DTN[6 M."]0+YI\EN%8$C/L2#[5J_ #_DD=E_U\3_\ H9H&>ET5YQXE^.7A'PYJ3Z>C M76JW4;%9%L(U=4(Z@L6 )'MFMGP7\3O#?CLO%HUS)'=QKO>TN4"2A?4 $@CZ M$XH$7=<\:Z5H/B+2="NC*^H:K($@CC3A1G&YB> /U]JR_'/Q3T7P#JFGV6KP MW4KWH+EX$!6) <;CD@GGL,]#[9X[XC_\G > _P /_1AKLO'>L>#]*U?08_%V MFI>7=U.RZ>[6PE,;AD!Y/3EE_+VH&=I17-:_X\T;PSXBTS1M6^T1SZHRI;2+ M'F,L6VX)SQ@D9X[BNEH$%%C_P#">#PA&9Y=5\OS'$<>4C&W=\S9XXQ^ M8]:I>-/BEX9\"R+;ZO<2S7K+O6TM4WR;?4Y("_B1GM0!V-%>=>&/CAX2\3:H MFF[KK3+R1_+CCOXU0.W]T,"0#VP<<\5U7BSQ9IO@S0_[5UKSA;>:L7[E-S9; M..,^U &W17F6O_'SP?H<\<$9O-1F9%=UM(U(BR,[69F SSR!G'2M>_\ BKH& ME>$M)\1ZA#?P6&JY$.8 64]1N 8XR 2,$\"@#MJ*1'62-70AE89!'<5S?B7Q MYHWA75]+TS4OM#WFJ/Y=M%!'O).Y5&>1C)8 ?C0!TM<+K'Q=\.Z5JUQIT$&I M:K+9MMNWTVT,R6Q[[VR!QWQG'([5U.OZS8^']!NM3U2Z2TMH(R6E?L>@ Y) M)P !R:\>^%7Q&\-^%OA[96&IQ7T>H,\LMT\=C(_FLTC%6+ ?,=FWGVH ]AT' M7],\3:/#JFB72W5I-]UU!!!'4$'D$>AK1KR/X2^(]%F\;>++#39#:QWUVM[8 MVDL;1%U*_O&52..>WH/05ZY0!!?7MOINGW%]>R"*WMHFEE<]%51DG\A7F7PO MTN;Q5K5[\2?$$9-Q>LT.E0R?\NMLI(! [$\C/U/\5:'QQOIK;X9S65JVVXU6 MZAL8_!/@O=0:4?*:&UCL+8@X*[L)D'U"Y/U% 'EWQ-^(^ MK^/O$A\&>!A))9-(87:W/-XW?GM&.?8@9/%=7X2_9TT.QM$E\732:I=L 7@A MD:*%#Z C#-]R-!;N1DI$I^;'IELY_P!T5[90 M,XBY^#?@&Z@,3^'+=!_>BDD1A^(:OG'XC:)HG@_QTMGX&U:\GFA;,@5OFMI< M\(DBX)(^F1TR3G'J_P 8OC$=-:7PQX0F+ZBY\NZNXCGR,\>6F/X^Q/;IUZ3_ M =^#HT)8O$?BJ$/JKC?;6L@S]FS_$W^W_Z#]>@!Z!X#/B&[\#6G_"6C(X\Q>@8CJ!Q^HKC?#J/\,_BL_A8%AX>\1;KG3 3\MO./OQCVZ#\4 M[YKUFO-/CK;-%X&MM?M_EN]"U""\A;'^V%Q],LI_ 4"/2Z\1^#UK;^-/'7B? MQSJ2+=2B[\FP,BY\E<'D ]"$V 'KU]:]J@F6XMHIH_NR('7Z$9KQ7]G>:/2Y MO$_ABY;;?6=YO*D@%P,QM@>Q49_WA0!W/Q6\-:5KOP]UF?4K2.2XL;&:YMY\ M8>-T0L,-UP2.1WKS7P[K]QX<_93N;VQ+V.GSZC^R/0K/>O+?1++O89V-ELC:#C';![D MUR_Q:U?PUIGB7P_XT\(:MID^IVUV%NX]/N8Y&ECQG+!3Z!E)/7"=.UYG58[BT6:4YX1@/G'X$,/PK3U"Q@U33+F MPO$WV]U$T,JGNK @C\C7S?9>*+CP?\)/%_@NZE_XF=I?FQMEQ@O',2&VCZ+( M?^!B@#K/@^3JFK>,?B/?JQ6XEDCMMZX*Q+\Y'X*(U_X":S?@QJ7AR:YU?QAX MSUG28M=O;QA$+V[C1XDP"656;*@D[1Z!,#BO4O"WA$:%\+;;PVH"3&Q:.8@_ M\M9%)/?!7P-X.\5Z3J=EXHTD3:UI]T5=3E ' M6_&*Y\$>*O ]W/;:_HDNL6*>=9R0WL32D@Y*##9.1GCUP>U8GCW7)?$?[,.C MZG66%)9".7="Z,3]2I-=TWP/^'**6;P^% ZDWUQQ_Y$KGOC7H6G>&O@ MA%I.BV_V:QM[V/RHM[/MW,['EB2>6)Y- '9_#/PO8>'/A[I=O;VT2S7-K'-= M2!03+(ZAFR>X&<#V J/XH>%8_$/PPU+3+.!5DMXO/M(XU P\?(51T&1E?QKH M/#7_ "*>D_\ 7E#_ .@"M.@1PGP9\1?\)'\+],DD?=<62FRFYR08^%S[E-I_ M&N0T9/\ A.OVD]2U0_O-/\,1>1$/-&EVQ MVAMFU'3$8A4+'[B#Z[PO_;.NV^!7AU]%^',5]=%FO-8D-[*[G+%3PG/?(&[Z ML:!D_P 9563POI".H9'URS5E(R&&X\$5T/BCQ0_AN[T.%--DO$U74$L2Z2*H MA+ D'GKT/'H#R. 8_'WA:;Q=X8-C8W:V=[!/'=6LSKN594.5W#TZC]<'I7,7 M%O\ %NZ\C[9I_@:Y-O()86E2X;9( 0'7)X;!/(P>30(F\;J!\9?ARX #%]0! M;')'DKQ^I_.O1J\ZTOPKXQUGQOI7B#QW<:1"FBK+]CMM*$GSO(NUBY?M@#H> MW;OZ+0!YE\=D&1%=PLWL, MD?S(KH_B?X=?Q1\-]7TVW5GN3#YT"KU:1"'"CZ[=OXUFZ)/:_%?X+K#<2*9+ MVS^SW!QGRKA,?-CVW3KT\DT_QCXJ^'%CKOA. FSEGFVR MDCYX&'#-&?\ :7;\WH 1ZU[#\&_A FBQP>)O$\:RZG(!):V[?,+<'D.?5S^G MUZ "_!WX.C0EB\1^*H0^JN-]M:R#/V;/\3?[?_H/UZ>ST5E^(_$>F>%=$GU7 M6;A8+>$>OS2-V51W8^E CRSXT?$_7O!WB73M*\,SQ+)+;>;,CP"0DLY5<9[_ M "GCZ5TGQMD,7P4U=;@AI&6W4Y[MYT>>GT)_"O(_ ]G??%SXU2^(]1B9;"SF M6YD'58U3_4Q?CM&?7#&O3?BO(/$OB;PQX#MOG:]NUO;\#^"WCSU^OS8]U'K0 M,]$T.%K?P]IT,GWX[6)&^H0"O/O&?PAEU;Q4/%/A#6Y-"UEO]:RJ2DAQC=QR M"1P>H/IUSZ?10(\EE^#VN>([6?\ X3WQC/JLH@=+2"*/9!#*5(61E&-Y!(., M#IR2*[#P%X+'@WP2GAZZN4U% TA=S%L5UN^'-6N+K MX;^+9-'MKEMSV4Z;T4^QY!QT&5SCN:T_#GPJU2'Q1:>(O&/BV]UF_LFW6T<9 M,<<9(P>_((Z@!<]\UZ910!Q7B7X?OX@^(>@>)EU%8%TC&;:Z]\'K/7/BI M:>+GO%CAB:*6>R\G/G21]#NSP.$R,'H?6O2J* "O,?%GP@>_\4/XG\&:W+X? MUF3F8H"8Y3CD\<@GC/4'TSDUZ=10!Y"_PC\5>))8T\>>.[F]L48,UI9IY:R$ M$$9Z#MUVGVQ78?$'P.WC?P:N@Q7_ -CVRQR">1#*2%!Z\C).>N:ZZB@"KIEF M=/TBSLB_F&V@2(N!C=M4#./PJU110!X)\;]$M?%'Q5\*:'9Y&HW49CNF7JL! M?*G\ )37N]O;Q6MK%;VZ!(H4"(HZ*H& /RKB],^'DEM\5M0\:ZEJ2WDD\1AM M;80[1;+A5'))R=H(X ^\37<4 %%%% !1110 5Y!J9N/@]XXN=:B@DF\':Y*& MO5B7/V"""* ///B% M\,M&^*&DP:MI-U!#J)C!M[^/YHYT[*^.H]".1[]*\EM+OXM_"AOL2VMU<:>F M=B-$;JVQ_LLO*#VRON*].E\!^*O 5Y)>?#&^2[TQV+R:!J#DH#U/E.3P3[D> MY-31_&J'2_W7C;POK6@3+PTC0>;!GV<8SGV!^M SS1?VA?'=^YM;'1]--P = MP@M)G<'./N[SCL.0:98_#KXC?%+5HK[QE<7%E9C_ ):WJ["J^D<(QC\0H]S7 MJLGQ[\ K'F/4KB9CTC2SDW'\P!^M59/B5XK\3?Z/X!\%WJ;^/[0UE?(BC'J% MS\W?HV>G!H UKN\\+_!3P(D,"$*"?)@#9FO)CU)/Y9/0#\!4'PS\*ZE#H/B#6>?+Q_P >D'&V(>G &?H!U!R[PK\,6M-:'B3QMJ3:_P"(#RDCC]S: M^T:_UP/8#K7H- @HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ H(R,'D444 1K;PHP9(HU8="% -2444 %%%% !1110 K 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 ?_V0$! end GRAPHIC 7 g857773g35s69.jpg GRAPHIC begin 644 g857773g35s69.jpg M_]C_X 02D9)1@ ! $ 8 !@ #__@ ?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$ @&!@<&!0@'!P<*"0@*#18.#0P,#1L3%! 6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3H.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1 (! @0$ P0'!00$ $"=P ! @,1 M! 4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_ !$( '< <0,!$0 "$0$#$0'_V@ , M P$ A$#$0 _ /;* "@ H * .>\6>+]/\(V237@=YIS$F5_W<"#JSDWC7 M%_.TTTG):1B2: ,^2^ 7)8X[ <"@!D=V?O-DYZ =!]: )AJ:KQQGW&: )+;4 MMLRSPL8IXSN5T;:01W!H ]X\#_%*TUHVNDZH'CU-L(LNT;)CCKQT/MT_H >E M8H ,4 *!0 8H 6@ /6@ H 2@#PWXVZD9-?T^Q23*VT!D9?[K,?YX4?G0!Y/# MI]SJ=R(;:-I7)QGM0!W>E?"R5XU;4+A4[[(QD_F: .H'P^TDVWE!&'&"PX)H M P=2^%T#QD6=XZ'^ZW3]* ./U#P/J6E'>5,FWG"C.: ,E9Y+-E:.22*01(G M'(H L; >AQ[4 0/$G?% %*:V5@1M!H \0\9Z4;35[I=A7YMPQW!% &]\&]2E MT_QI! HS%>*T+^W&X?JH_6@#Z1H * "@ H #UH * &2EA"Y7 8*<9.!0!\CP M&2YUR.,#<[2[I Z4 <7X4OCH_BG3KOD"*=&(!ZC//Z9_2@ M#ZOH * "@ H #UH * (KDH+67S'\M-I!;TH ^9/"FG >/S$RDQ6LCL"W7YO:Q< G%Q]F7)"* 26]^#0!AZ3KU_)=9&HS2HC 8*LN/S^E 'J=O-+<: M;:Y=ZA%>/(=4G5 3N5 3@9H M:'KDDJB-+MI2QX\Q=I.* -K7 M(QJ?AV=9$(EB7S$)ZJPYH \IT^"YNM7MTM8RTN_( Z >] 'UE9W$5U:130LK M1LO!7I0!/0 4 % >M !0!E>(X6GT"[1"P8*&!4D'@@]OI0!YO!I,%IXCDO% M +RV@#'ONSS^F* )IM/MFE^T;/WV.#GE: ,NQT1+.;%M$L<6X,0.Y_"@#IHH MG6 Y_"@#(NM*-Q*Y.W##:R^HH L6ND6<-HMO]G7"'I*D$4 :<<*-%O7!!'% &!J+-' M(I'(8X&* +NE:87:*>&((KG /=B?_P!= 'H\:"*-8UZ( !0 Z@ H * F@!, M4 % '*>-; FP-_&P7RB"XQ^ _I^5 'GNHZV\5D(PV#Z@T 5["YN7L4 DX88Z MXS0!8CM+E7\P+[YP* )I;BY@L6#YP!ZYH N:'KWG6A7))4[: &7DQ>5$)!.< MCT'- '?>'=/DCL+6:=@0$#(![\YH Z#- "T % !0 4 )G% 30!3U.T^WZ7= M6G3SHV0>Q(X_6@#Y]OKI9H9H/*;?'P0PY!'!S0!T=MH=B8[:ZX5HU&1U!X[C MO0!J1RZ6) MB00[=._I[4 :-GJ(OKV) ^"SXSC/7 _S^% 'N5O"EM;16\8PD2!%^@&* )* M%S0 N: #=0 A- "4 % !0!XQ\3M&30M M;;A9'SNY '4?G0!I#3]L^X.I&.@44 4]9N?*C(23Y1P0>.: ."U&Z+73",C. M3G;_ )]Z .[^&F@2WNM0S/G8&\T@^@Q0!ZOIOB"RU/4]2TU"8[W3YC'-"_7& M?E<>H(P?;- &K0 4 % !0 IZT )0 F: $=UC1G=@B*,EB< #WH \_GOK7XF1 M>(-+LL-:::L1@F SYDI+Y(]L+@>N3ZT >4//>:%A''0]Z +\7 MB^,*Q=MO;'2@#+O-;DOR$A9EWDG()X]: -3PYX3GOKR.22%AEAM0KDN?I0!] M ^&?#T>AV7S &XD WD=%']T4 >(_$3Q _A_XT2:EI^!+;1Q"5>@D^7D'_@) MH ]6\+^,M(\5VH>QG"W*C,ELYPZ?XCW% '0T % !0 $@ DG '>@#D]7^)'A; M1G:.74EGE49*6X\S\,CC/XT <%J_QTD.4T;247TDN6+?^.KC^9H \_UCQGKN MNEFU'499%/2)3MC'_ 1Q^/6@#U?]GV-6T+6I,8=KI5S]$R/YF@#H/&GA..X$ MEP(%>!CE@5SL/^% 'F__ A]DT^TVTA]AG% '0:)X,1YU2TLU##JQ'3ZGM0! MZCH'ARWTB/><27'=\<#V% &W+(D,32.=J(,D^@H ^._%FJ?VUXPUC41]V>Y8 MIS_"#@?H!0!EVM[I^&?C?=P,EMX@MA[$@^JGG]* ->@#Y9\1>.?$&OR M2Q7NH2&WW'$*?(F/H.OXT : +^* .-^)VLMHO@B^N$?; M(5VI]3P/U(H ^3T&!B@ ;@4 1'@9H F@N9K>19(I&1E.00<$'UH O_\ "1:O M_P!!*Z_[^M_C0!4F_P!?)_O'^= $>.<4 *HP: $D.$- 'UIX L(],\)V=M$/ MEC7;]2.,T <)XYU*\U35I)S)ML;2X:SC@/=A]Z0^Y(Q] />@#F3)Y9Y&,$]/ M;K[C\Z .]^'OF:59Q7)FD=;]O,DC+$J 1\NT= <8SCK^6 #U#- 'B_Q[OG_L MG3[49"O GRAPHIC 8 g857773g71u68.jpg GRAPHIC begin 644 g857773g71u68.jpg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end GRAPHIC 10 g857773g80z47.jpg GRAPHIC begin 644 g857773g80z47.jpg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g857773g85l12.jpg GRAPHIC begin 644 g857773g85l12.jpg M_]C_X 02D9)1@ ! $ 8 !@ #__@ ?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$ @&!@<&!0@'!P<*"0@*#18.#0P,#1L3%! 6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3H.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1 (! @0$ P0'!00$ $"=P ! @,1 M! 4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_ !$( $$ ?P,!$0 "$0$#$0'_V@ , M P$ A$#$0 _ /?Z "@ H * "@ H * (H+B&Y1G@D#JK%"1TR#@B@!MS=QVJ MC=EG;A$7EF/L* "RN?MEHD^PINR"I[$'']* )Z "@!"P4@$\GH* %H * "@ MH * &>8/-$8&3C)]J 'T 4;S4/(GAMH4\V>1P-N?NCN3^&30!>H Q=8O))IH M])LW*SS\.Z]8U[_CC_/(H MLT.DV<5M;19;[L40ZL?\ /)- %:2)XG6$/OU& MX'SR#_EFGVNG&WLU4DEEC5$&=H. ,^@H O4 5[BY,;+%$ M\[=%[ >I]J 'PP^7\SL7D/5C0!+0 4 % !0 UVVCC[QX'UH $0(#ZGDGUH J M:E?K8V^@I 4],LQI=E-?WK?OV4R2L?X1UQ_,F@!RW'V.!]1OABXFP$C M[J.RCW[G_P"M0!%9FYN$9K< 2SG=+$![IQ\J$\ >I]J );6U6V0\EY6Y=SU8_Y[4 3T M % !0 4 % $$9\R>1OX8SL7Z]S_3\* )F8(I9B !R2>U &!)87&K:C]N681V MNT+&"N2<'.[Z'^@-,#)FNKW2IXKM;-HQ-(8U,N2Q&.K'MD\GV7 % C2$DC:M M:76J#9&D),$97_EID#=C^]C.!VS0,VK[R'TV<7)*P-&0_K@C^=(#-LM%%Q(M MYJ)EG8?ZF*9L^6#Z@<$GO3 U+N86=C)*JC*+\J^IZ ?G@4@,R>^728+?3[5# M=7TAP%'&6/+.Q[#J: &2Z4D 6:61IM0N9T_>9(Q@@X4=@%!_7UI@;U( H * M"@ H * ,Y+IK-I89+>=CYC,C1QE@P)SU'3KCGTH 46\]]@WB>5"#D09R6_WB M./P'_P!:@#0Z<4 ,>*.0J716V']&;^@[?7H :- %>]6W:RE^U?Z@#F3[ =J )K3_ $R?[HH T>E !0 4 % !0 4 % !0 4 % !0 4 % %/4;E[>W5(,&YF M;RX0>FXCJ?8 $GZ4 58HC+"NGVCN+:+*S3D_,Y_B /J3G+?7'/0 U$18XU1% M"HHPJ@8 'I0 Z@ H * "@ H * "@ H * "@ H * "@#+O;"[NM4AD65([98R MC%21(,GG''&<*,]>N* -&**.")8HD"(@PJ@8 % #Z "@ H * "@ H * "@ H < * "@ H * "@ H * "@ H * "@ H * "@#__V0$! end GRAPHIC 12 g857773g96p14.jpg GRAPHIC begin 644 g857773g96p14.jpg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

'@D5 V5PE^QDSE8\O;CQ[8RB^$7)6%6T+RO6LU8K-EI79@5 M6:%"&#!1UJ<83.UI8O!6\Q4X7/R^K->P 3*P\$XE%YZU".FHQAS7*YI8WI08 MF#,:5HODM%Y)(VC#N9(V$=D11?(>4XWDOV'_ #'(ZE>IPQ<>W$JLUA9":L%F ML*0S]%8K%N6ME);E=I56+15HKW9?<_4SO?"\32[^)8HX+-86"H(EIXZ."QY% M:U\3)H!62*>"Y##!+,Z*==C-,(8V4D'37JQG\MGLU/7_ (KD6$R-JGC*7**%HL5B88%BJ<@6X*_E^'\VZ\OF+/()(0NH &FD5I2O*P?-Z MF1SR8/\ BKBP\@DGQ,LRPMCGLXBS#+#)D\;FR#LDV*Q>0HX64.!.L=KK.:G' MT5]P4$%MA#23.UMQ,.C.-AX-F/M3+9F;)8K$_7O%<77R6>K5[$ M->/$Q<5QHOXJ2E"H2.M5J8V&VSAWBBV0,QT_4=_AS_)=]=9ODWV?S[D7V/R# MDE7B_P!<6Z5B'B6 L-5PE"3$SL$P=**M9$9K6/A2>>64RLTWF;543:5DRMQP MHK^QV+KQ5)^0U\]$^7R.122EQ2_CGJ\FSOGIY&A@[&,EDNS183%XB%[4_P K M;$+$K^)0L?E<*LN;I.&W7]=\%<^U./>6&&>I#QC(UL;FL];MK W&TMV8Y*TR M9::&U+%XJ^UI;BP*:PCDD)*E!UKUX\L^VEI\_P#M+C/W/BY/J[C563%\(X 8 MLSF.3P5Y)-EVZ[^K;+KI),;O)B^N,B M>7Y(6*W%4CP65L6K]+(S6XZ-K!?7M&I=;CU6Q7DKSV[+7:\>R64)OGN23,&. MH/2?X*UX^S,U)A/LBERG%+\:.I):CK06'6##5*EI'C3%V&K'=,U^C"(MP.I< MHZH$#'K-N\M2:;!\#YGQ[E<%:[3J/!YI%AMQ/*I^)+(J[JDJP%VWUY7WC7;J M$#+Z@C4N6;+!O//J!LO5L9['Q4[:-(D8M0++!-+VF,BR0O(F0,A==45MH+ : M[]1U+"5'N&5'Q%=\1>BKUJ=^PSG%V;%D2Q2(D;5+:26Q)I7=@68+O,9_< .A M'2+RC_*,)3AQ^9:394FCDF!50VX:[F+$':HSF;+N4, MHX_+\4I9">/);7B-F? ^.10!8EKRXA8G6U%[5=N_8CRXCZYRE#Y M%ROSCB0DLSQBW7>MR*G%+1"RSQJ8:CY6.I&)5#/(=&9/_O6Z:7-XT:7^FVR< M$IXAS;CO("\I<45F_CKA 4*'M03-9*-'IHW<=NYTZF#]M[>8SZ]Y+@ER/\CB M+H1X/VYZWBN1DPR*K+NJ+-"R+W/35,O7R$,]*Y@Y%@7*46AE6Z2D$ ML!$\V,CCKD>1CJ5;%^S6L1V,'-?DK5,X?%)%-4J&Q+ M%CK%ED8E8K$8WJQ4,NNO28.VL?V_]$XKD6!L9KBM#P\EXPMB[!16-(6S6 M! M[?\ &7450TN5P;.\<,NI=XX2C%M5(Z>OM>+PQ9F::S\,IMQN/)W*-7,GJ1UG,P+"R%;-1Y>YQ[.<3N93"\@C M7+5Z%^:GBLE@\T:0BR[X.]/*E>*^\8,SPEC%>E4!@Q]PDQC,7[-_$N4/P+#Y M+B67\7)L5:MY!Y*?(:MVI=LN(&2Y#62*XDM5G2/]VI*K;?UHQ7W%9FYAQIK= M_8'E_%?K+$VL-A:E>*;D%NSE>.<)GW'(<<%CP+-DLUOLWY:]-9JX^+K-Y+"^ MT!%5B-^LMY9MF,.;U^_-J7Y\C]AYYFRF8KT6KXE!=Q_';+9G)T**WY9GC52$QL<$DFKNS? MO&)F"E-26[ZL"23OPA6,QV5P^4B-O&V:DK;H*[65DC?RR "-*\S:*CL^G?U] M/P=.HMWPF'%*V>GRL>&DMVB/)?6:C<9YY:TJ^>0->F5EW%BP#ECVT! M%L3K@_*<]30XW%(U'(O:S%9; N?RT%6"ZDD+) S".,PQ1DQF8 "4#NO?3JRU M+(F6.^QZ&*P20\^:[R!\+6AJ4\!0>;%#*RUI7.8KM7@(JSP MKNANQK\>5]0=K^P.L]%U<(59P0.0DQ\5=[?B=_&GR7#,TJS^9O=$ 5B505[ MR =O]8975Q(TH@#E:PQN'JV:-^:>]%*]&P:.LD-">M!/4G^$UF(+8\R'(N13W\GR3*VIYCDNR%*S_&L;%JQ.=!"Q(@ MC#+^.[/]C?+ZTP$G'/I/F4_+37^O9>1.F/XC=QW'WR'V'RJ[A((LD(N(8#'C M'\D>OA;JQ&2T+DD-FN*QWV#/0DD%R_5MGPTYX*\\94A2=@+=27YY:QCALC_43/8*M] M@<3%#A^$-N2EG[=+,3W;&/MTJ4F.\>0CCISW!B7D:"Q/7<"O(Y%GMV4,+ZL^ MQ5]L4^!<.Y'RZKA:U3'O=SN*?D?UOCLYC,A_XOEXM,H(JTE?&5KLW'LE5ECD M,F/EBLXR[%(OD$;(W2Z)M0L-;A>0Y#-;HO8_A[DUN9<-=DLY:*E-+-)*:L=Z M^T]MHZ<4>R(--)89%&YV.IZ8_I>EIX7[EB^E,]ALU'?S$@R-G(8E:-\:^N>;\HP6-*3X7^: MM2YJY#2HY&?$Y>TB\>QR6WD-2M/E+YVJ $58ZLK=PB LPLN4^^HVS>7R.4YI MD:EO"Y+F_-EPN9S52QB<]AK]F?&QME9.+5EQW$<=QMFE2FO"PI:W>M M2RPM&FR;5(;']FN'U^>T.&\*QE3D67O+8_D8K.4H8W'X'&5HYZ.!Q,9M31?R M_).29*:*P*])[,\%*62Q)&["-#?"87_Q2HU;#UK-S!P\81BB8_ H]7P8R&JK MUZXI5(X(X\5_(12/.\6Z21/+M=R1H*R=)[?D>-&W&,S*C*="4)3R;F/M;3QC M=IJ2/_AT[5&5SN/R.?O\>4RP9'%5\?;9K"@+=AR=2R]$TS[W(BL598Y?: LF MS3L1T@;<#PZG4^QN7_8'RH[<\6"X_P ,;'X]8;DZWX!Y$KM?Y3EUG: M.I2K[4:=XT>955Y.GVOTXI?36>S_ -U?;WV/;QZQU*W(LW;OY#*QX1LWS7C? M#^.U6AO?Q^6K1I_&Y"Q!66E!'#XS\FS'%& JQZ9FVKK&3?\ 9F'^S^5>3E$TF$R%SBF>S;C+Y++6[U[,32X;&W3!-YV1V:-OCQ>$1 M@.:9F%QU!F[T?$^)8WF')[$TN8FJ9O!<7P'FXQR7(XBKC*4.7MOG%FKXZG0R MCTHX(IW)FAB6U8A;S#?KPGENW]N\DXQA,9Q?BW*^,YKFV,667E?V8V,GLT$Q M'%.-8V]')DI^Y;O$LY4X MK:XW4DX4./<+PEF:"W1X1PJGR+#FOBJT->.F()[-.D;$TA:>>5T$:L4C7;B_ M#IZZ;!?T=EX=2Q6?GQN,RLG+:+X_X&/GE%BOR++WZN;7%XK%5S",ECU>#%/) M/&Q<(S!BP8 '7KC^6/;GPZ_Y*;%?4?TW7/+\_P ?P&P- FE2M>9F9Q7D M?J;5H3]B_8G'>6WL_GN"\3KQTLT5F.3DW/ P,4:R--'%'>M-H M\<9H(#LB0&>5,7'N/-8:UB>2V/BBC9CE0K7 MC!\I979RS:*PUT>..=:#U7'SY*R5)&2&9W2O%)' M-%&3&FDH$/Z3W&@W/AB^"S[FS%.KQSB-K("[;HRK:P/&./?&DN1YO-&=[5*+ M(R4B(4IK+:+QPF>5)6 5B#N4*3EJSS2UCOK.QP3G&4KV*?V%D<]!!?P%=:\F M.CX,N/K)MJM+%D;-VBLL MV_\ ?E'Q?8-V>HUQ:>0YCG>24 M,-D:E&+&XSX"8FM%!G;QDE5":VW'U"'O(_FJ1BT2NDRJP2P M]I8U$_N5]V\I^TN>?^*9//W9J'#%D\\*T*>$$N3FC$M#?BL?6IPQ6:=([!&0 M[*['=I)O)S[7>&O68F6K."PE_,Q/3HTK-^56L)3C@@6>5)*T0DL6"X,/QH:: M*6*L2)&)7N.LM6MU/ZJ+G/Y'%86CA\+4RES,,Y;B:S?"SWV-*F MHPXVK6QTTDB8_$8RI).&QJRW'6."4DN"'T0D@KJ?9Z[VL'C7/Z'U=])XC+WL MS)C,G?XQ3@CP\M...YD:KQW6F@R,3H\,C0+)#\6, *J2S/(A+'6RXB8S<-*N M19:W]@S4Z>"JKD3>:GAYDQ.$R.3Q@P-O*X:)II%R.2H%;(CN2I(NV21YY M=%0!]&4*&RO /O7/SP86IG!5L1-:CI0Y6S PJ6(6DKEI#7:Q$(I]T UDU1-0 M0FNG6I[,V83?D%JO/_(S?Q;I(]D]K M0,59S$+-9829)ZT4JM'O+$:HQTT[F MVQ%>V.5_RN)AQ^2C?*Q0+-4@CJV4MYFI 95CBCE:S*;$F/EBU74NX@339H&4 M=9S\JAEAL+=Q=O%UIL*E:6X(*UI806-;<(M\6]'#V'BDC10TZ@I[BA(4@;[, M&!AN4;5BM+:DK''>:EXIVC1!''&I6H81*T,]JP@VC:% W#0MH.@J/GR2_P S MD;5>NWQ,6H@C81QQ[+=Q-T4;( QUAKJP=BS'34:Z]NI6O57@ASMK(X[!49+U MR[9'AHUQ*\H!NLWE:)V9U@AD4,TCA@%CU)( ($:_#>#F'U[Q3@_U*..6(H:O M(ZF+Q%E\_4'C6?E#W:HLVI\A/5-EH;5=Y$<.WMCC0!=W;K6))CMB7-\-7\5] MBYK%P"QD;TA@2>.F2(K##PA2^HLPHI14C"G5]S.'!!]-*0.CR%M5PV3D'C] -JV)=Q)("ZC3G?^?PD]FP]R3D%0/F,+B, M#=@:/SV+4EB_2=(9FA\3_P ?%NKO919-9D60:?Z_G&FMI#%E<=F*:THZ;$5Y%B\AA9,;EL))6,B.]?)#( M371CKU:=UC]OQHK30V89'5U'LUVL -.K-G&T>R7#N-\C@ALVJ)PER&P]H20[ M)*_EAEZDN/FP^/OP M5DAOTL1816$)R2S33WFHSJK0F$D4]R[B<.-XM?XCE)LK9; M%6HKV#ER=>!H+-*G8A5IJ%^H)I1/##,S3L0BM"S"1 RJ>M2YN8E:B?=GV)Q_ MZMX]-C;[G,\_R$;T<3QJW4A2&KB8XRM7.Y2S7LM[?MN9)[$NT("Q]%2-%"HHT5% M ZZ\<.9MZH'0#H!T Z =!K%_97^Q_&_HWCN5SUZ"Y@Z>>SE-I\ID1@Z]"K!-A$2*;)PQ2OCJEY9G]T32315 MP76-D!ZAQ="_L7.<4YAS_*Y'$XW"X/"4JF'X_0P_#>-38CB..CPE#'T*J5$M MWKMQZGEKN9;5N:2[?E+6)6WR%5+BR#>/\VRF(RYR>(EB3.X#(&3#M_'TLAC( M[$,D\'DMU\E%[BXL<+# MO(-\TR0U4D\FP*=6ZLN"R\4?]E_>7,[EF6:#,93D-.":"/,<@N9G(4[>41YI M9%X1A\M5F6W@>'.MZUYJE-U:V)I7L.^B%%M)%#U?LSF,]C(YC$4L-@\G8O5K M4SXW!XLK,*]JO+'7MUS4GK7*8CH .DBF.5=QD#%B1,KB?PGUO[PQT\8DL?7E M7"O-KJM>"*Q7IXG*3W;T45J9FG""XBUPSQQ$KL",GZ^5X\[ M^P.*\UJ/]AXU?K_C<+>##4L-@LEGJF96&%?$\,F#;++8H4[)K1+89BGR)9-T MFY2=+;.6<6:VIK'_ &6T6=JXC'44DIN49=&EM6;5XR*3.UI6DLQRI RA0D:D MMJ#[>F?A<%O)L]X.422Y^:[-BX[,SRK"AL64>.-XHVJ^2P/BCWL@>$#WN6]0 M!U"'#Z=^J\/S'E_UYEL[E1C>(Y#GUC&WJTJ):RSPXU*MS'PP5(IHK.1CR5MX MJ\C(C*K,ZAF(*]60OMKRZY_7W+^0<#YG]MMGH:]7@U3[,XIDGL-6R&+Y!MQG M%:^3S=6VM9+&-D6SB.-3+%4>7Y-,21"=?TZ[[<_A7GV=]N8WG'&,EQN_D>09 M')\SSF%Y)E\%D[D4O'<3%3K3/)C<96^99:O5^?8B\++!59Q#(97DU*!KA9$+ MDY3R*[PB/ZJJ1XCCN#R67DR^8D_A&LY>Y-)/6^ D#1RU$;S5XU6KO\42Q3[I M6?7J4VW7^I*L6*I7LS6XS'B8:?'&PF,FLY>UF^0Y+'8:"*62/,2;I\1QFOFW MB\D=:GCH?(L!UF>.9?+9&.P<7)LD\V0BPV M(R./4RYS,YJQ4>O';D198_/&I"-)(8(PSZ 3M>M\-Q\GD9:J3>=:U9T1I7EDD4C1S^PGV7]/ M9'EL7+ONOE"\I^J?IB=*O N*8+%6LA1^Q/NV[3L6\@,PA6#Y[X"K6\<408TL M;\E)Y2PV>:7'?#38UJVJ33+"H G*V M2.FG]8LYQCX6-N08.ZJ\8A:QAJV0Y 7LS7.1P49\G_*&?XN(-W&TY$=IU*5Z MR.(U7R0ENNGJY^V<[.'.;O&?[&3\KSV1S%SCWU[]:BSCN+T,7%)9Y5SA:25ZT,JDJS=S.=K-*8^R?ZX?9_V)]E/Q+'8>.&7! MP38F;,R,6X[CZ@IQ2QE^00BV9,/(E(" AS++#& >[LG2S*RR.I7]8/ZZ\*^D MN.8V]%''R?F.,P\ZV.05Z$4-R]>RD8LW[&(I3R,L5>Y840TO+J?" 2YC9B7$ MPSE*>0_4O"^4\KJ?;?-9KD-?@.5GK8KCN1>E4PV=YIY_,N4&1RU^"#)XJDYC ME:%74RK$K.XVF,CIH]_<7^UG'^38:A]'?7&45L!/'=Y=S3DE&JU"#DJXG$9S M^!P%%S.MBK ^72K?D4!YI8;-97"%9HVG;4CE5]XX[+\0X]Q;B:UN0XZKR2K8 MNV/+3>#'9I,<]$4Z^,FG6.[?5,K8L--*A^,7:.)0QB M5&WCD,K*+U9D>Q-/-8>U)+GCEIM&F.%P+L2M:@;R7$8."-$<$A@:G: M3T,9'F<3BN*?)QM++93)V^3\@D.2FR:OCI)*HI+>@ACI/4QM6G<*F:241C M5E0Z'IX3R8,[_P"-9S[#RT?%K^7O8*I6ITL=9RU6-$DQN(IPUZRU:26+<5>% M[40$IDR,HKL MRS205%T6/:9'FG4L-&'5G#)F^M.67>#\CK8[*%#!R8/GL?\ &\RXME*F(NYCY=;&<7F\>/H5JM<6MU<>WNBCK+)8^-#)%Y6C,) @5PJ,-LI]WYTG9Q%S?V0\%C[, MJ\+XM%>RV-XIQWB_&L2[6:N9RF6Y'5#C(MHL6L[E98TB&LJ1B)'"L M"G5O*>L[6;_4WB]SCF8Y;RO(8GCD^4Q' K^4XQ/R/DR8CB7&,Q2SM.!KGV5D M*-RO/A*5:*-G6G8,=B[*\44:L7*]7UTGMMM9BP%C,7)OXYY=DUBF$D:.)FV#-:E;I?\ MK[^NL/\ 9/-,9C[F37%5.)K=Y#]FV(X[<\EO@.7A_B!@]V5BAXWA;%V[MCGR M'EEFK4S(T0W+OCOJS[Z:\8;[:PM?^P'VCS+A-2#%<&X7R#F?.."\:PL\^5QX M7%"'B^,GQ.3S,\C0U9PU9_KB\H+S[EF<^S^8QY MWD^7EAGGED> 0)MCQ"2N_P /6J9YK7S--5D=CO$HW2$,Q++OE),1LG]P\"SG M$?H_ZOM9/X\51:TU9HLI6R\N4Y")*\=K!,8Y#(M!+U/6&>OB:,,4K0RI!\>.6O;L,D4@W!D4 MKN)(ZD^&[CE??]A:M#A?!.*<0>\+_*;$4&.MVK*M(:&'I/2O769T9MUPY!(X MY9T# A&CTVKWMU$]=W/2A> YFA3A.,Y!,9\);J79*9:ZW@Q&6E1ZM3*[8D=V M@KF,^6-1N*E=/<%)D6MDL5GJAJ/77-RS8,V(Z6&OIE8:-N0TJBVYK>=PMWR2 M25X:LY6002;D"N55B.U8P2Y##7,79.HN!-3GB1,<3G9,?;C>#QBY7OUK$\0#2&..X:N[Y44 &K/*/( NI]2 M"7"3Y+A6/R="O'5JI!:R=XSU[LLF3VNEN?=W)X*2.5YLACZ$DE*I,)-I6. M[&[%E=ML8!.C-'M%NY$FLM#>:W+/D&(6C'31%E\HBI)64BS(IU)B,;2E3JR@ MZ[>R=@H'6*W!V2J/:X?Q[CF#J24,O-S-=EFAGE:HDZ6$M-8V1*Q2)@BQ M:%?'J0->G1WFONMJR(4[;G!4ZCN"%7]O0G7U+,=>M.;HCQCE<_\ ]R_A]^VS MRXZS@!!G,NE2G9AH7<4):%ZWE*4KJ&I5UK>"PB;6DAE\J'>FAY6;;SHIP7+< M1R;#Y63C>1@_A,-XTR4>6>Z<)D\=9EALV+.+HW3;S&(E:-#M>4S:(3H59>S% MA$WEQ"5<2%XO?G;),@O5\//GKN2PN4HEUA>*+9YHW$KJL9=0=CD E-P/6<[V M?1TXZ^0JP6'RT$(6T [8C%1299*$T(TMBU88F2QN]K!4B.GNT+;2>I<=+N,+ M/$N/Y*W%8Q,YQN3J1BY!2@M3UZDBRR[_ )4E6&:*1HY)TT._6,'KFF( MU$_M)_83!_1O#8N)9*I0Y3]FYC$S)AL4;$U9,4&DDBAY3FXJUA[=;'I&Q%>( M3(]Y@4T\0=AOT]?VN?\ Y9]O;'/+A9ELMD\]D[N9S-V?(Y3(SO9NW;+;I9YI M#J2= %1%]%10%10 .O1C'#B;NJ!T Z = .@'0,^?S^(XMA7VL*TZ<(BCUB62S8=W8A=-TDI!U7T(DN.R=CCG%.72 M92UFI,E5I5,QCL' SU*-Z[F1$E/)9OR&2A-6PN,O!OC/6=I6G4*Z>'W#O"B* MV8S=:Q5L/-8FMV;$M^U/>W.MJQ:76QMU M;F6L)>$S68K4SU9,=-9_DVJ^6/6U95(PL6/D/E8 Z$Z ]P!<5.^$S\GJFK( MJ6(GN9*&2"26.22Y98V0UF*J;(62&H\;,P#@*4UU.@[HEQ/IN+SCD65^W(^SL^_',D^-P'(J_@C5,L5KN%6S&L[12-$8K<\*@/&D;J)MP W#4!)E; M;/IO!Q_^N&1XGEN+Y[DT60BL\FG'%,?4SC8R:IC+URG-6CR7*KU*S:Q=G%15 M)+)ITZZ179[/C3>'.U=?KAC.5-0?3?*N0X?[1HP\1SG+.'\*Y!E\=5S@JUK> M;X[9Q\TS5EDPN*S39JQ@LC!!,+L<=*=*E@*P>J;F:GF(9AYZ.2*S>P2* ZD =U91+.^FI>NU M4\2R=[%2&O':O6TI,;.1S5QW]]BU++)('V MH(XB%Z6IZSX(N!?6O(,WB'4+%;$Y+)5*96G1N94R58:3O/L@GO MS2*-NQ'\>]===1JQ_2VR?:KX!&,@B->23W@#0 M[B?QZ=1848:Y/2R#X^$1Z9U#2A$9,#+9E3;7,3N=L3_(?:PUV$D!AHO0I/ C M4+-.28R1R(9)XI8W$;_,@? Y[[4S?&CAVH[, MS!Y;LD\Y/\=7",+LDFJF;Q4HE+*5#,0O96_.L99SAN83P7"9CZGJ\;Q-4X'Z MZM5(KJ772'/\E$')JUNYR&:E7KC)X%\G:MLD?D+2!$" !HPG6L<,[V,O\CR= M@\DAPC6*T/),[9RN9IXLRY!)C3NV7K5+IB5XUT:60ZL[J7Z MJ8^6TOTO]1V.43U,ID*F!3CF)JUF+E(JRES.:=,)4I3% S^"*E!"UI6E)::]:7R*OOE&NON9==S#770 M(5CL5S?.#(M6.1G,8"RU6@(4DLFY>KQX_!32MY'CO\GM_MQPA-7KN MYU &[H+/S&'ERW$DPV;\R3RQ0M;6M:=)H+$:0S/%)=IF*&W*EA-6,:I#(PT" M[#T%0T_JBYFL?DZ69RD3UVEC;CL.'KST[+2U(9U>_E7NSW*32_[EUCCC18B& M??V;;T%T_7_&)^*V7\L./?/VL3B:F!P]:MC*[U:.(Q="J?.U:$ M3L\LUJ2Q)+(%T*I&B]%RUI_L=R#[4BSV$R7$(_C<9XAC\M9ER&/B%N_6R?(: M+8K(9:Y4E\KEH,,SUZD\5=OAQR2DR!Y0JS!,.+GWEC>6VN>Y'!9V:Q!7XLUF MS##=O6+\%#S04+>6%$^26K%E\SDGB-I8U$[RB-'4>-57'MG+I$"Y/@H:.,XA MK8:&<5D:9S%/,D-6Q9GF2,1+&TLRP0@.T2[0TKCWMJW4)=GJ/[2_6 MO'$QV/\ _-LWQWD7,N8M$B\FR53Z_P W+>X7QN@Z[GHT(,LB9&:..1UL6#^X M"(E('::?1'V&U:IR/&9BK/;QV1N6,M5:KY=C4M M$I&^*9@?;KU9?E/:-GL=8@^LEY!9&7P-:G*^_J_P#MOQ#[*Y%C+6=PL^!DPN;$ MG'\?8S<+4\IE/X['\:H5[DE 3W5K8@V+#0(U-R:FUSK)OULN4LPZC_6GV1@N M57KE;AUBCR>89K+QY2?#F_))CL79M9.O4RR5[-2,#%8; XFI'+:8QU-2J1-( M[*''>FD'WW]2?='W3]F8>YA,^*?T?QOCPM<6CR<:'$8MX2]:"Y@!3R=JW:S> M0L--?M7,@M$5*D7DFQ/R=^/6<1BZL7\2GU MM]9\0DQEKFO..87KML7H;%_BN!:#%PSA*L5[+QR3F1PJI/*Y:J_V6^V?K_[B M^RLWGJ&"ICZG^NS$6XSB)'JP-B(;4L.39*S>X=A^$T8,+Q_C,^.R?(N74ZM6>M)/7@FF;&0Y;)W$2.Q)9GI MR2+(6L?*>M&P $$,23Q#SVA_"N%XC$8C)(U!D"GDLEI9"8(H8DC5I'=Y?\ ).?!BX#QV"M4 MR.8@GL9"-HHZL44%8PO/',L!'B6=/C1N?/$-I(=&<#775@BWX7'+E"M6:3," MK'C>.8V6W\>QE%H16,M8\@CEM2B*2M,DLR(J(NXD(!&="&-94URCF60BYS!F M!5:OQHZ\>8Q;F<068ZD>.@K9.NR(+T8J*PDF9YP'D? M5=1N#]NJ?IW$>Q6/-[FO%.6<;KY7DUJU+;FOR7I,A,)DQLGBJQ$I617KI5B\ MKH/)NBC[!"-H?1UBHQB.)R\NSKP4J5F*I77Y/,,EDE66\>11,LF?&$-!8*QJ MO):"5H&T=6?:T@8C1AN6*.8 MEGLFLUZ5JLA"Q@Q2UGD@\D*/,H#(S%Y%1B&05/RFA\&I4:9YWRN0\C9)6*6( MVGA>2M::%HY'V1U@L 1&:8DDMJBE1U%G^&RG!/L7&?5WT/R"MQBK-M,S35O[()9Y/:DJ3#YKW+"9&;(W;0=X[DK3PAB[VI5D9@D@5_&ZLBE0 M=!IT7#S*1XVFD*8^G@LF+F<-FWA:!661 M'BC;P2%2X &U1J[D8FJ:\%_"_0_&ASG/68[&:_FIZ7$<+B=\-[D,M*RCSW\? MEYL?+%2QD*4I5DM>/9%YMT<;.T>C_P S)_ZN.FK'-_LGD'V'R \LY9+"+D[" MI6BH1*B8VA6>%UI+7ELS6-NR?5I'_P"Y)JVFN[3-N=UN3&H>4A@LX,92LC6G<$169YK]G*6)38B9W6[EG2QH))'B;PPJBHX77HB38JM!>A2K/<2I6 MAK.Z5B\\D[VVA24WZM*!)*[RG8D@OO$'C[JT\4A65XE!.NE<+M/;OUK/RSSM4G+,OAY(L@*VDD MMFU+),RSR6:BR$KXUE41S1)5C0LI)+:#LVNNXRD:MY1\9(8UQZV!864U;$,D M-/9J/9'\62DVC*Y4Z#3OKKH.LNDSC:;\%^Q>2\0N/1I7I+^',Q+8N>22?'QR MAH_W4BM1.RAECV>.0#4'_(UZ2I9*Z#?5>DPYTY??\ >QMF]PRMA\K7L82E7GG2."@8Y9;5 MB9H+F1FG$?FD=6B,;%M"GN8'0L0]B>6EO.*M27-T)!Y-DBSI51FD@6!X+&E/ MS2!5?SJZO,=-"6*GLIU&&YE[SS-M8P^$Q[35LC-3KTFR-YXGBEN>$SV&CBLN MZ-"L@M[955B9 "9&8Z VI.7V[P"&!9;<\H@@KQ^6P\DA6 )"=WDE4: E0 !^ M2>WQ#X+,UJ^2KYZ MQ0R7RY/DX*S2R0C3&9>U3G62:O(\I%:=X#&ZLD;2*2VX9]O7%VLOPV4PWV/B MKF+6.XKR1A!7>>0M'0RWR6='L4]J3NL?B82+O+(=ZL)-IZYXWF<-2Z\M M:?[,_P!E,7]"TCB\>]V[]I6<*8;(/!& MQF>.RN*$#66J3")*86"W<@C91*'&HT7U/4B^U^&?+S5R%O T)&UL5@UBW)Y) M%,3_ "/-/7IU8AX+$TRURH<[1'NW=_S:DT2LU*< CM7YH9V,9FW3^% ^@/M&OHN@F=5>2,E 5#$:G0Z@]1KK*S,#A:#R29"]FZU*GCZXH14YG-9KD]Q3'XJJ1 MPS2W?+)-(=JL@8LVI[:&LY6%9MX7C'ERLF4HS6<90LMIVUC_7:YN/?:S7EI\GK!ZO)>-2K^P(S:5H1)&5T?9)9L MU8_422#< 1Z%3UM08S* M\BH1V*]BR<=3@L)DDY=>Q#8O*8K+UZ$7&IK<5=H2J^>RX,P.X%#&(T^H_(<;JX+(UJ+#(O3R0N))@6*3.<]SB M/+D),)4I5)P)(A0KZSO#LW33P1-(@+$62=\%MZY;-?/2M01TAB1XIIZRR367+Q] M6W,STS)MR\?(SY$31+#:GDLGY<4!:(V)Q&KEI8HGDVQR;RVIG5$4,]:5=-VPEE)*GOJ'E)5K?7.#@L\;Q61Q MV8S=>0))4MC&7Y,:NLR20SP*]&Q7L_%95*F-Y #H=4T?3K4DPEY7]@N!RYML MM=IV<7C,5@<$+>WN(79T+PB1US7IAPKZ//.B -/88DNP4=P#KVTUT['N=>@7?QERG?>6PM M:M5BKP1XVI&7EML9]1?O9'9+\=HW")'641%E_<8O[U4,JB?+^:4>*U-L7BRO M(<@9#B..0W*D62NJ]E(Y##C_ #&[-4CGE&_Q1N^WN--"P(J;ZT^N\LMRY]B_ M:E>A?YUD+UJQAZ=R&&S#P[&AB*D-1)EGABY!,%+2VHWD>"N8X(F11(&-6]1= MX=I8ED7=()@%"LSA7B*[C)Y?=L4'330?C\=&3QCXHJT 1=&E**C2Q@;1O;5O M&S,VQ#W.G?\ UZ".YS+_ !/&==Z0L$E(&NHDT1&9@!J/*ZJP_&O;H$/$;U.Q MR&>X63XZ5FFUL%#6:S!#+D%JH)$6-'J;678S2,A30]N@X95RRTC9-EP))P ^0L2(2UB1F#.=K!E,F['RZ0>GT93D^FL MU]R_:]NYB#)MW.?:GGG;6/<$" M/,=U<[Q&AUZ)[EF:ZDRQ^RLCB!5?0SGY*&:.QO6U)!J06<$:_C0 =9:2CCK8 MVIRO&6L@;%7$UK\$DD\,Q@EAKMXXA()2AJT=&'9@#["?\:]6+G/TM+;X MG1M\(R62Y-G^2RK>DIJ*UB>FN::"/!D/%8;)4\C=9'CDG**GJP8%CIJSX8EV M?_HSZMQ>%YOPOA%E,3G>1')V:V>J2W=F/M9>^OP:&!^5!6NV(EK@J$D 7SL= MZL$T8V3!;EUCK_57&_JW"Y7&<+G@NY;GT6 X9@:>3GN?%P=*2_#2SUK,9BN_ MS;$W)Y():E:*"/Z^5TO?AF_Y;%V<])QCA<->I1Q5[+FM3QV P6/W4*U MOCN#:C1R!IT;,K9.Y6@*)%'6KK+/+!+#O&V1P)ROEQ]_M%_:+G7V++B_KK$9 M#X>(MU)LM]G96SCJD%CD60AR-F' \(FM1QQV*W&..1LL\B%:\UB:0?)3=$(^ MI?\ "R=UR6RW(+5[F$Q@N//'C<[/1IX^!8*^-CI5[4R32Q13H-1.R/*]ERTL MA)#=@I&^Y.0U*66XMEL;AMDEW/9.CFE,5;@N$KF6O9H7[LU MA:!EI5I(X)+!%6%9S((UB77JR9^F;H^9FQ#E+N;^R+6+AJ_6?"YQ1X=CFR7C MP.=M2XHV,+&DK3Q7LBLT%=99;"AC\0I*JH9T+W/?1X[:.R8#+6N-0YR8F.]G,A%?C MQWA:*S4Q]:C9^;CL1528P"RC3 0:UHVT220F9F&\^@/0;%XG$\?XY0K9"TQN M4J6/2>K6L#9,//(YEB:10L4J*Z[]NU_<%*CL -,JFY5R+'\FGPO'I:6-@DCR MKYBXSQQ6#"S1%(JE80FQ%8M0PV&?^/:QL3(5\BL]>-,E5MQ1A-C&%D5@ Y9.\:PB_-L=-=OV^456AMXG)WR MPGI02I'BK3AV&%RT;(C0Y"&*,NK=TLQGR1LXW$2SOI?7C#8'^N?*QCN8XCCV M6/>:RWFP'UWC: M_)QD\GEC3HXW(J9;T]M#!-8S64R5TR,9&*A]V[MIIUO&W/ M.D3_ +$_5W',G;_G,+9I-EIK-^W47,4+&4RLV*;2Y6IHZP2RJM6ZDNLLCRC8 MRA(T&[5[2+ZVS2*?6W%[4F#D7FCV$HKC?X^LM%,A3JXW'S,]BWD+<4UML=C8 M!5D$4%B'P*TZI)*TFPQM)/E;X:P_92P^%D2?B>/HU4S&7S5ZO2 MY192Q6HV9.)XB*2Q9JT*UK/*S32U5^4*\DDC.L:N"IWY0]:.6Y?@.??8W*=^ M1&/Q-"A!F9["4X(;Z9/%T,/C>/53-61JV)Q8:)*\&@B@("Z@-TYV<8D55(5DN100U;2#Y4D:5WE&P,7&AEX;G+ M;/#\P/#_ *"XA9Y/#7OW[T>0'$N/Y.RLM6OBZ%FO$_-[W'HYEGM[:]B.GCY; M*FO-)(TD.[PZC6?]=N=F?;36VWROD7(,HG(LM-;GO3V:\U:U([1W8Z^/F^/2 MH8C?$L5/'T4*K##"/C I&HC].LYK>,:+/_'"Q]^Q'ELO:%&2]-#+ MD;.6LS3VEI0_NH^2R$ZK(A\2'R3DZ%2#I>>$SC52B3"W./P7,%#'?%V:K%6Y M3C+;%)*^:2SI%4DA*%?/7L:+^D.&]J_]1+A.=K?P%3C%%,6MNK:6UD=DEQ:- M(RW,;1JF* 2?%+1F+^0M^1I%695TC73:I'59N?X4=S2R]_(<@IUIA'+Q>G): MII#&:MJ\D-R6UD,@L4T;?L4X1O>%W60)IH#M;25N*MN9O.7(_P#<9>[*HC-@ M3RR^0RKJT8<11>XQF-0 ',AU&X[==!EK"/;C*6VL[>0J$E8@!2%$P]^W5GU7 M34'\]ST7[.56=\;)%.[/)-Y$>6!R025V:C?N.XK&S:^H_!&OI4OPVT^BN45+ MN=FK16)4ELHO^WD>>8PM%#(&LO'*&5V?C:L&(2^1F596IS6TDEM%X$554#<77L>PZMK$4K@N56ML 0I(LI:.,,TID.TZGT8]B.PF6K,<(?R&GC\OD#8@M5J27 MK2O8I+92RT"2F-ZZ5H855H*+*BQ?_6C%@=?Q%FM/M,^SL3RC$8?#3M4FBP68 M66:>=%9F6]5LV*QQ&20J):=NO)3>01.H$HT92=I Z>N,^7+V4A/(J^$12AYF M"R%XI) 8'.C*J.=K"2%AKN4D!O3TUZURPO\ Y']AO]Q\>PE?F.1DJ$AP^.XEF9);=7C61QUI32S=EI__P 8P$E&0K% M07NQQH'/=I1/7USQP6X^W++D'(,WRK-9'D7(\G;S&;RTYLW\C=E,L\\FU8XU M&OMBKUX46.*) L<42JB * .NLDFHY^>S/U0.@'0#H!T Z =!2GV;]WX?ZWR< M.!CPN8Y#R&3 W^325\6*L=/$X?&+++:NY*Y8D/BE2"!Y4B$3%U )(#+NS;C[ M63.^G +[)P=$YO!SX]N1WN3\RAFY%G,/D,2U&P,EGKTEJC#A!!Y)LSC[] QS MQ2(BL[2Z:>G7.N\O]1,_K'^?^/DA;G\%!.-S05JT\OQH*[RY*HLL<+3=TFGG MA.T*I>1HV4G0=D2K$K\8@Y%A,CD!CY&R%/(4:N9M8N_C%KT:9MV8[L^.QF0T MRARMR=J\)D@)JP1123,C!E/3KRF=^%#\GIQVN2S8RPJB2APE>[.N*NLCT:T3LDK>.S-CK*R5I8E,= M@+*_C>!HPZJ8_0;AKIU4SV+Q54TLI\V"SY+SOEJ5?%))/& TQF@B\"B9K,Z1 MQ%&;30[UTT"G7HI5?DQ<7%\RYM5'O"6G)!'EYJS96]/)'$+ACJ;S;E91["4W M#U).GJ3M6>)@RDN.R64W!JMB,X^":3#%2BL5[-FXEMJ]S&?'BCEL))8JM3<_#EA5IXY'2,K(J)&ZZ>\Z$'H)K MQ3PXGD=.U,V0M1V1+1ACHV4@LRRV[,==(@\Z[# Z,YV,"IVJ /3HEXP17J4V M%SV0FQ=JR):>2M111"=VEGIQS5Y#'D9$\,-JM89-7CU.I7NJD*>ATO#BWVI# MA*&1M0XJQ!=MQC"[XO%/%#C9)XK%M+E"Y!-4N0S0PF("5_&FXMH=>UE9P25< MSQ["Y),ODU@JKE38B-P/)-7D,\"I)-,%BE@1/%)M$Q8_N*P'^@Q>C(G+3P/D M/(L=! "TT5J*Q*KJ)8)A&0T&Q7#FPTI[:@EHR"0=>BY3WBV5N8"1\-R"K.M"\+8 MA4RO-%0^.'FFD^)'**ER-_&[,C*?&Z[D[EM:EF>&TW :="AB*F/K7J;PV8+' MADBDKR07WD2Q./?O&XB*1M-P5AH--?4ZC+:+"_47U70."Y+SSE&?Y%1S:U+= M?AV!@LXJSC9 M=S':R=9KF0R9ENPEG2JD;&)3I-H=.M89S70\\EK"''S8[#< M@@HO)7J8G$T./NXD^(=LM^6DCUI(L55DEA+2$I&-%559BXZK"U,7";,=EYU: M1WEF=;&Z-?'&79(TTCB120@T7U(7N23J>BB+^4IQM_'"O;DD9!9B:&Q\.NIA ME13Y,B'CD@D!;5=@]R]B0>W01#CE[+\C/+WD9M)LA=J^1\ MA,[*L9;&X:*1(=R*"UEI%4:(22(AF^8<7X9,]W&V:EWD.7RE.JWQ4ED\LHD: M&WY[ ,\]F/'A"'2-ET?2)%UW;2IK@K=_-S3368*DE>%##+<@65:UZQ(4E62L M;06:*LL19&5PKACKIH 21(9)X(I?'#WC@T^1*YU5YANUB4;54(-WXUU_ST"F M'(T(VMX^5$ELKC+F2*M9DI14Z5Y$$95=F<[5!8]HL:W6? MLFHADN9.G:O8:>MEJ4+D6O-DUPE"*]9-=Z\-N:M;"2^&06 @C)W*\FA"T4R_ M.H^6<=@2](U/#\DCHXW(3T1'!>HV\K&\^,N7ZQL_,Q]M:]<[@%VL$(<;7.K=&TI\@I()_'&S!HE+:@'0 M9LQPU+E2'WESWF^=PN-@Y=RV]EZE*N_&<7AK=M_CU,76'RY7I585JT*$-6"! M8P513I: 0'1B,WRL\-6X*T3U(K@B6,2;3#&C2/ CS+!"$F5P-OL(U!W$#MKU M&NS_ ,>FJ--7^=##);@$F5GH,EB>H(X]\R"S8CC:%(91" PTT1/;[3V(KI!Q MO[XDXYP=,-@VI3VN8XVWQ+$VY:,V2KU,CD+$2Y&M6S=>&GD+>,QT,BH]/?)# M-9F?33QLG6\ZTQ@HX))4X;#-F\H95BQ5K$4X+2>5;UNQ\S'R9.P'>269Y;TL M[CUR-NEQ# Y/ - MAZN?M4=S,]?@^)DN2TV2(S"[;)T,CK(L,-UJ?.4XG_7;DG+\AC0N6;]Z"K)=1UJ_.EM3*[K#!(SHY<>.5 M8B[]:_4;\[..HYB#.VK/&./7KYGD;, M%\8@JMEI^"8:66*KC[%R/%/+/F\TJI3K8]&A0]W=-<7#'/TYZ_V+Y=D[EWCU M#$YTV^%X7.V*N&K4)EM8;*WJ<]>2YG%KO3J) EGQUS%'(K2O7A@+J"H5);_3 M7KQY0?.\WP^(PN!K9>K'E\G:RMF]:Q>):LF1R.;MWI//8R[_ !R\C0JPAJP M>,;F<)[M>IG^UDS]$V;OS79VAQ>,GQV0K!99K!CJ33P1-/%&35CL2DH\SSE M"N]E7< ".AQ]#GAN9V2Q2NW[28ZK#+&;H6.PERY#49DKPU97B@2E#9M %G!* MI%KM)]I)I!,3A?)=NPV\FM06'EKP5YZB+?;+$L@W(IW:RM(8XXQ'HC %M>[[.Y[=3:_A+<-CS>L48,K%\+& M\C9E:EAJTP@@CKJ5K9=]\DIL/1.]HO)([2>\=M['I(EH[&K)P[DM:VLHW\>O MNP7VUS;C@E99&0 L7AR$+DKV8[3IJ#H0+N?;J9)]HX3(\2L5=FCK787DB6*-Y8PLA4%PVHZS/E;>D)Y?PZCA^(#D60 M@O5Y<_=&8N6UCBF./P5::Y'%#8M5)!3LWN17[:B&-HV> 0+IHK%BLQ&I3V8>68O@.12**M:PO$XN,9%7@\E>^<-9FG@EKVE> M>:.2:&P=/(!&I1@-H&@7>$FLB*:TO@XQ)**W%F?)PXRY:>+=7,4D$D@G:.%[ M]BI!9F9H=JA)&V@.$!Z"68W*9!)L'8K6_C05[$-F1<9'\.&.W52=:LE3W,KV M4"=C&?>6+L2VKBLIRL]2]:2]:DL4KN3FLR6[:5@M2S/%&6L7ZTD:O##.VV-# M&JRDM(S:J=.JGX23*&]4QM3,YNO+%/E[BXG"TS LR&8I5ED-4;6+&#P?N*CQI$Y"LDJ::GOKJ# MJ":+&U,GCZ=G$78URSO-#?Q4T8BD@,,+/%-2G>58[*755ML:J'C(V^ M[37H;[X17?J(@9'4ZMMCT74:$[E=45&216_![]_S^(IRCDDD*QRE2976-7.U M .VW:[ MMCT[:=]>VO1%_?32'&UTO7[%R]#/UL;0D%19_@SV_+,@%3(U*,3*6B9YQ_&VTG5W1 MHRI;0C<%?;U;68HPW(J6(9?+!/!,9+3CP*M)D.58R;_:R240UFW+D=(<93@0;;%ZR;#J)!2C;V*H,DDC)IH>JE?< M%]H?;TOVK7PJV*4&!R=N*>MRBY5&N#SMNF9S@++8VW+)-4NBI-*;+[V664@J MJD$G7KZ_K7.W+7W*X"]207)ECEUM&:*9?/&T\.U6*L(XVE5F= 0OB?1BIT[]O\ '3HAVY;]DKPK')7B M:*YG9H6:C7)TDB:0:/9RBKM>.",C5%&C2$:=@"0QE:9F?9#"BI&NNU$4*H '5DQJ<,FOJ@= .@'0#H M!T Z#3K^Q7]KZWT_EX>$\3PF-Y/S2Q1>U?M93+)3X[Q,R BK%EXZ^MZ_DW0B M#;!H7D!95.;[8TWZ^N=US7Y=_8/-9_(Y^*[DZDM7F>/N-F>99'$R')7* M4T0BFQF$P5;)Q4\!B+>25!O9YYOX^O"-%*E'Q^S<]2"7X[QM.622J(44R%"6DD4!@ 1N&S#S:*.-9+5-,70@;)UA&DOAK46BK M+_MI5:9(:52..6 >R(*25/M]Q(58ICB6-N0PE=T%S(8W)2M9:1I/*U0" M^""V^>99'B!/=CWUU) !BW1]XO:1\MAUGV4BMVB)[$DXA")!/%-8<2M'((2I MA&A*;O=Z?@H7A,?L[%XJMG,I)CYUF22RUZF:[3S(U:QNN1.?*M8EY8G# B/4 MCLI.@TMTD07"V/!:K@ZM%;LQ4Y=R *@F>U(J&60-K[P(P--O;3U/>+4BY-CK M$=3&XR58WIVK4QCI-$L0BA*-X6(1U0*)#H1J"VT:C4]$G*!RQM+E*A#S29"K MXHA*^^5K@A@C21"LD1=&W(-GM/J1Z=&NER<:NV:0I7*6@FLQ2020Y(5I*EAO M,\;VQC+!DKR300.R$LH.C:::]5BL,K)-6Y57R[K2D$DD-EXZ5MK9R7C=_),8)*+^5!)\=I18$45>1_&D+NHVAM&\; ML #[@0L>KR"U>>K>C$D-<8&68?R]E*L=9IGACAECBBN.C>Z%5GB&_:P50S>I.O23)=:;\?67T_1 MS<60CIX66Y3XXKV0:>XR&_9BC:+'Q);9*7S9U.XGSE4#ZMH =NY&;<-I/Z^\ M6LS8ZYFL[5J\@^. ;4_GEDMGRNT_952.,;4B1- "=6 M-RRE/*X<_2XS)&<8DL&S>S=\PQ4L&T^RSD$.0RLT''X8(H9*UEK26:W'L=NAC( M\444LP,C.KKNU S\-EES%2U0FK4G1*^/GDAFFJ-YHA8CB$\M<3D[)%B693(5 M8DL-I)[Z$1FY?DIUH:,NU)[23>!BC.TC(8G\\VWVQ*$9"0Q U.@)TZHH'[?Y M!F(:HOTI&:CBT-?+R8^W8K3SP^0>6I;FAG6NF.1%=Y6D6655W(JJ'9C%BIY/ MM6AR',K5KU!5Q-*E6KTZ.Q(L7):@,-9A.*<24IJY+CLQ!AJR1P?-K[=]2_'DJ]V9D^3%#6G'QR%)CA? M];="U:?VM]>\9Y8ER_)C$N)?FBFOS5V->ZWP[0EH20R1)JHHEF4DZS>-V[MN M/3'RF<.1GWK];9W#B> U0%GL7Q4EBJ36J29TTV2.98R ="-- M<>T;ERTTR=:YD,=C:4*6J,(O/7LL=5DK5%"Q_N0Q;I5.O8@[B\I('=>V6UW? M1?TYRSGG(*V+QM3)64O05L>A1(BQK>.(1Q5HU(;9&8RNWQHCDR2L!&NO5DRE MN'17GG]<[_U)#P[ U+2Y3C^$FJSU"M9VLT+=R]#D*SD"+77Y-66WR(QP?R#R3QO6EJA9(?)(S"7'"QQ?YG]B MY'DMK'8B;'C^,BLQIAN/V[EL8S'8)97FK4:U82Q^ 7FC\\VY)'DW@_JDU.*Z M28;1_4W%LM]:8>AR^L+E'GW(\-E\+]68:GA[T@APN644.<_95P+4I'!%*TEFF;OZ0OF7V->NXA?JOZ9LV:V+Y3)/)]B?9#:X[,S97HGXGA6IR)RQH M7M\@FDE?$U9=V17$5(PD*Y1[I),5I+"A(G?]SQL)$T+!P\K;UTM'B?')[%:2 MYD(+\3PR"260NWAC*06(YZ:E99PD0W2#/58 M&H43PV+V?GMUK M$BRQ1+2I^')->:26&O'4GECNIM#P9#("6<,H6 B4A"0-3EO2-2X4U'C)!:** M1 \RJ-H<.&,41"%1H2>Y)!/KZ],&:E#XI9I'JPX^2M-XD\4C5Y#YP+)GF9&D M,:0K- =-2"K+OT 'K3.%L\%^O(;&7H#*VA5I0R;?CI)$8[,4*%C1G+R,P6:? MO=^7:LP4([.\?&AJ&95#+,T:5 M]Q6,':[]@JCN;9EF7!;Q&F_%<"_$^34<-Y*;QW5RN1R,,)CAJV:J0UJ*6XO) M,[J5$LT0+QU/\ \EL8RO<3Y..Q=<&M>:+(P".6 M+9'=%1_#+&!%,\BHCPD=R1U+RUZXJVZ'TK/RG#LDW.+N CQCHUA)LE6?')I, M;UAEBG>GC\O=F\1C4+XV("A-&(+7#.<-)_['SB'C2LWMRO_ 'OEK;-9#$]JM)'^R96U97DTT( 87.*O M7%?0N6K< Q_,^1/)!?%DX0:#2 M!C$9-KB3]8T!Z8,YB;O2P_(^#Y*VF'P-7(XQK'RK1GDKYBP\,^#JQIY)!9B@ MD,JNZPK' P,C%&9/(C.F=Y3#A-'BW">&3Y3ED4&4_D9+30(*LBP87"11*EG& M+:R+15I<]G+3@NL46^ @,7(.U;,3DNZHG._^5D1U.K.7U8G77_7KG;MTG!"'8;2&((T)8$[E&KJ=!^3H1H?4'OZ] M)6L)#)X;%,VVM&Z_PJZM)+*HFJE7>L('.Z/RO"R*OZM=NAU)]:SXAKBGE/B! M4Z:D%B@8A-1N[+J"NO?TZ="Y^/3I,X,444$5:H%F>%S2*U73PRJR*K-+-)J MXWC]1U!U[:C%TE>0Y+#DZ]MWM3-6Q^,6&JBL\U>-IDE@=2LQ4Q"9X@#H= 2= M 1IH3"!U\DKQUH(TAAVK(/+,50R))Y)(A(ADDA&R74:! QW?D^A3_AN0C#T+ MV6\\T,EVW!2I;611)1B$R6[0@=6#6"C>&&15.QI&.FJCH8V^Q2G=A$S26X?E MB3?(8Y)7C#S)W1R8]-7))'_/KL\RT:%J/(PL8I$,)AC4Q;G>:O,!K()&D9BR M#O6\GU@Z-1%E_@,>[_ !SR++SL'AI& M/W&G"P:2Q(FX+XU9NLVR:[:GK;OIPAY#B\E4Y#R6U9O097)9BZUG)Y*SD9K- MNO7L//DK]J:W;9U2U/9L:R+WFE(5=23H>3MG,5;F^34KV0JQ11N:F/:.&%I= ML<4PKQRQ5)G",\@@6SI(ZCU!T([#K.?Z;GK<+DP/*N58;$/6P5VQC(HZJ2RV M:$LQLVZL3)(4JLOCD02/35EVNAWH"=P'6M],7%NS_C\E4JFW!!BXG::I2^6; M[F:[\OX<;Y2^8X$BA6]>NR,SABY6/4/[B3T%K5>08FIQ6E00EKF2N27(K"RK M'7=XHI3!),\R-LBK^$:JH)T33\CJY9PJ#D.&L6I\CR%9HWIAQ9!V)72RUF:O M3A$D3C]K0 N-N@52 %&G:-/,8D.3BJ8BO;^/_)M$9+J(9IL95=O%,(E9ED.0 MM1J4CD(T4N2""IU%2SDN SB9^5! UBQ(*M>6NV/LPO"%@@KU1#9KT8:?Q=!W M6.21H@B;R&W$5,G"7AV4P4CY6WA46U5'QQ#4MQY":W88NDE\FP9YZ@*./T#3 M<&(V^O3"9(LM!:Y#A[45B*M/=OX[)I5VR21I_P#8P^=8N-)&\JP^$*RD::%Y M.P)Z+.5,Q1SRR'(:1EZUSV:1*=[]]P!& MG4GRN=X.>"Q]=,Q%5%M[!:R$C:+XTTB(S(9%_<$B&?5]3J60#\#0]"I]SW'Y M"6##YZZMB*(MC\9O+H(S N(_V/EA&*C%=U$*[PQ#%""5'J;4BK$KQ,((C$B. MEP6Y9Y;#/8D\ILLLFH5$4QR'2/:BC1=!_DQ4ESV3RE^*A,+OR!5$D44")#&) M["O$+4C#;[I8]$9F8G13HH_'0FD1WR5L^@K>20I6"S,FV1?+<)=U!??+% (M M!J&).\'4Z:=#I<''T2W#5L,I6U5N2UI/83M22..:2!]K#>J[@S/IW*KIW) K M-^!W)4M10"&Q)XV0&6K&K2"$7LXJ><0"6TL M,-M(4C2N+#"=8(S,(V2-6\$T,4/L5] 6T U.G0RL;@W".:\KY+'C./\ &9\J M\,./J1TJ,U$H7D7);;L2KQQXC#33I H)VF>VZPH3J-Y]IW)AF^V=NE/ M&?K.%,7Q5,16N\:J<8::YB:V0WO)-E[;K#D0;YG58FE;:I M'IIC*9VIN!\"FQEQEIV\OEN9<:^M_G">*;(#-[$1QQHSDA5 M/3/7:X[5[RCF'*+>7NX'BLLU.IAHK%3(YJU#&BY+D1A?)BLF;NA:6&X]A8XF M^3*(7EG?6" (L98A1,W.?IOZDR9M9+(6/L;G<43V?Y*A46]5Q=^Q !;7#FS+ MXZ#BO(L/?8F-GQ6+NP\*QJ6,GE>719&[1QMSDM MZU6C:DD^5D2G--C[5\PU_BQ6'L-%'.9"(TA3H8,&:^W.%8JM >'RS3S6L9!7 MS/(,SD8I+G)[4:1I-'E*M62=DQ[><3)7!K*J=G255"D8.297,R8'&W,ORVK) MB.0W+.4_A!0N*D&/KVEELU9ZM&A4^9AHA&FR4MK*X9$BD*,109RO["L\@CYO MD8[%FOQG$8*GC,6;]&S6NRY+*Y-:^"RSV9*QN/E[/Q,E:GBBDDBCKP5XF(D\ MK 80;(97E'(.+\;O0)%\J])F,5F\=69E>S;I6XJE:L1?F,3W)Z\>K'?$=>E+B#+-YJL$%Y88I IMM*^^Q%I$\ M;-&VC ,&#+9[C\>*PV#AQ^&2!ZRU9)$BK1QZ4VM6Y+%E(X2045;#B*)"S>.! M44%@O1E+8_!)5GJ2R"((97"NS@1/&0TD;*&8"*1&U;0D:_C0'JBFN8<7Q.5K MVJL]2*U4G:>*6-0LD2,(])"555T=&"D#NZ@C3_/4,M)N8_U8HY3+5\CQE*?Q MEO4VL8JY&4DKF20^9JUG;[WE$FH:52ZDG5R"1UF^K<]G23Z%^DL#]1X"+(K# M03DURA'6GLPQ(M?'4:]<05\3BX9%1*J10;5=CI+,>[>T!!K#-N5V8RF,SD3E M;U:"&EC&$54FN)+,JAS)Y%;OM1F.IE77<"5'R0IP/,+!M//$\4 MLFR)E#B*%D3W%Q,N[74=AKKT$,O7.&9W'5KM#DM _P#W/;W\UD,S M6QQO(Q5ADV3UQ,@E$;JB;BS3ACSK(9#EN/O?:W)^-Y(? M5/&.;VZG!..WK]"AF^6-GLQELIQ+$V;'NS/*<]>J1R7\]37OL?[61.1\ERF5_E.(_66HLI)LM4C]A7<%9^P>096G# M4@I6,\UBJER$,2;P7O-3ED$3 _LJFX$LVDJ[+X, ME*U/&;7B>10L:@B']@;5DU?01IH%60 D:+IT-\GK[$Y-'B:N/XSA&6Q9N&$3 MQLI1S5"1NU;2+71!$L3.?;J6(U]>E).U!237K^&S:,(X-4FS4_BM15J]J3&O M,M"G 9&L.)X;,S$+$ 9 #H.P'4:QLA.!H3-*+.1F@LP5W=(5I2*S6(&KP5JP M:8A"LPFW%PQV+&!IJ.@8>2UUQT^-2!WD>"O6LSN[B>*O9\L_:-535D\<*'0@ MZE20=-.BY/)NP9-4O300P6:\D&VP(O"UF9%:&"<,1'XUD7],6I_5J1IKT1*Y M,H]26O9K2!)(HU\KK8=I9FDCT:PWEWQ221Q'8H T'< '\U&S'U9R>OR_'3XN MP_QLE5DEDKV'GD2>-E!^+)!:>!!)$CJX;T5R%.]5O)7$BZ M17UC8A;D-C9).PWA7>-F@5W3<-VH/8C4:1'*/%*7%,BEGB^-HQBQMDAH6?,[ M#(L&K&]_),UNY8-5Y6EU<6)Y%]JON8-TQCA2:(N6VLUQGZR MP<,E5^,VLY6S$UQ+[^2S8Q>-FKXJK1Q$=V1;F-FEFJR2[5BDE0B,O8;<0TXA MJUH]9@:_0LN$B-8K).S%U;5RK;D#>1P2--=1^GMUAVGCD0 M)EFCCA=0DJ+L5]=0VTEM&8]VVJ=-?7MU.='GH@D0MVVL"#MZTR?<;!(LTFY5B28 M;IB4CA55$FYV(5TC.TGL3ZD#4]NDF.$J3G*F)+@5H!))&8XTC4:1I:==X19" M&2,PQ[U0]PS?@DZ7[9P3T[DDD%_QK(M$0^.6-)3#&BZ*8=VY761DD77QDC7U MUUZ+@(G7P2']I(W&TI[#+I8C8F> ,X9F4)[03J%'X)Z)V26[UN?-4*%.TLM* M'XZ0Q2O M2-&JHKM88Q2UX##&[F1V#>,DG4E=>IVU/FOM8K*J,LCH&0=R"3[ MEU_SW.A'7H>,5D^9Q<8KO-5BB;)6BRUZCEF00A-!8L*C)H@E.H_^K30?DACI M5$7KUO)6Y[]^>2S;M2&6>>0ZL['T T5$4=E4 *J@ #3JH2] .@'0#H!T Z M=!K3_:K[^I?U\^LY,_&C6.5\EN/QSA=58X98TRSUS/:S%Q)V$1I8.G^\5(82 MS&*,@ASIGVOZQKU]?VN.GS^38M"KD(Y#P.A#*44Z:'LM:GK_ &KI8!K'J$9HHHE\7ZSMU+G1D.GD M'DU_('IU&K5__5>5CNS)P_(-&-S2MCY6$GFM"RJ1-CY/<(K"1Q^Y 0&V'1?S MU9\.?O\ *=S8CX3Y"ZUE&K69IXXGA02VYOB0J(]\&I=8CYE>0%]NNFFI!ZK) MYPJ,;B5H7%Z-:\Z029!7FJUA8KA Y5G>1RQW;-A1$U[: =ZBV<]'QW#XO%8E MHL=6,M"O+E;DZ+D)&MV-DJUH(-CP*ML+LTXGJQQU8CBD/A$E8TZ:PRS,0ZC21G]I4: =NFEV?Y.>4+V-Y-E<=:JP_ M$I5;N-8;FL1;H3'+9%9R[,K/*&;4L-W^0=.B85=S3[+Q^1CJ8_&K$\U^"?\ MEIZCVHC%5-\NP.QB )W'4@QXJE.F/O59*]AK$>01VFCB*> M*LLHU."SA$FMU(*JS1QS1M+-/.LJO8D:::6Q&\BSB59P8=TVAT].@M'A6/R1R,348XYZ:2ED>-)(Q M$R%%2-VE61XM) YD [LLNA'H>B7'\K(YA]:9_)7?W 5@A6,!JNH\!T5IBLC* MZL=H*LVA) ( U ZMEY3*6?6GUW0R^QM$*D$*=S#G>6Q_ ./9:2E*U""G@\9>@:L]NKC MKD.8L5*[M!"\$V7>E-\]HJZ/)*U2&%9)'*([:MT*O:BM7&U?EY*?QI1C59-" M\H*1G3/9KD/*+N&K2K&_\2:D4<@B\5C*S"VU1K>1FB9A'!XX0/,VH4#M,Q<5J1]G M?V(Y/]FQ#CG!<5=XEPRUD8Y7NVZ<=G*XT\BR)!CZVT/) LCA5)$K M$#IGXX),)U]1?U:Y'EJ'_EWVMRZ? XW,7_F)2HK'IB(K26*$%>>Y-"S,TTFD58.3V90\F;?"UNA2Q.6S5_,6K%.^DUAA') MA;.5O9+D..1X*ZUY(X<56R]J*4I-MK^>:)(4B)D97'CZVRL+*<$N9C'0\;&1 MY)/C\ER&M/DLO2OQ6LM-G0*5'"TZU0[X<1"U:1_&+MEIDLLS+$R!P0/0X.O+D<=4S28Y\;/_ .0182U&A#WIK[C'QY+D%F_9EEM3C?O\K>_> MS $Y4C2^X,Q>H<+I+C,5C9\_QLY;D4?\7)9K4:%G%_,FAJ?)<+607YF:(,VU MTAE!'L)!<8J56.5YG!PV9J"?+I2PP+7R4V/,5F:E:A26E=2&@TD<@M5E4J(G ME9&W=V.@!-6E^(^R;E=IX[ MDK8NWEH(9Y-3'(R-%.(!564M4A:4M/&4W*68+WU.@.AZBE.$^U>+9*E(,5DK M<^&QI$E[,R1Q5\='4;1!/0NS1.V622;VZPJZ)J=VA W!3?VK]E4[G#>0XSAV M2R-)LC(U6[R:O#,UN6E6L*KK2L05IHP\PB=TBK.9)HXB!JIZ58UTY%]MSF.0T+U2O6R/,^1X00T:%2M&TOFW.H M$*I)/G/2X[WE^29YZ M4:+8Y!FDQ<5B[* 5BC@BKQZ10 G-N:WC$WRD^,NT<=)RK-306Y;DF-JSQ076 M>:OQ[$R12TL55GL/'&9,WR!%W :*(0TLVQ6"=)\I3/Q>.:KD.3\ORWSJTV3: M"S+N5/Y"20N4QV'K?M_$I6\M)"JUNP\,"@Z$("4^2WI8?*.4Y:K%'@JENM1R MU>(/FLI09'EP%>Y6=&JQE6$DN:F^3*BR.&"(6D*[RNEX/+6O)08V"-9S'-\- MR5J36%8SLB+X'F*,'C$T[[F" MN1&#H3N1#J-6["5$GX5;R,LL,ZPX[9$EFU8S!CH8K'!*MRW[;4P)26&LC:1H M6DD " :D:L+E'IK4%:-;\%"%[3F%(#-%>*H9*Y%""*(+&@*0:S2>53N1=-?\ MQ>?I",Y!>2TTM]9H[3Q(9XG6'S)+*9""8U]ZD!%.GQC9)U>3]DJC1DD0@-H M3HVA!;7H)!Q#D^7HW<;)CI-EII8ZM5ZLQEL2:.EB.I8KR[JZHP4JK>U1J>P[ MGHED;YK3 M2W5KO7]QB9QY&[L\1D=UC8>PN5&Y?_ITVZ^H/5Z1Y0FL5[PC19OE%=LU@\*^VL1QN#(P\=X?'4MS/CZV$1U@D,T*B1)+65G M*>;S261$?%$@1M6W$Z !+A+#G]L\R^R,Q/#QP9^Y!BOXF"U/+0C;#5OFST1< MMPV[4,\<4HFKRZ-$3H\5F+E8_"9(&)W-IV#:D:#J-6SB)=C$7*Y65ICY*TJ**?'L!#&E^9$VO8599V M,.+PSI9;RV)&8)$C$;M!ML2Z6IR'G-7 OX W27*8^6E_-.16LR,C2$DM>C\I;V=R$SQK=SMZ M*8)3J'XTKPQXK'=I4A0:/,&F8-46*2:*7]V* M>=-[.TTVH;60EE4@#0=1J<$$E=8#)71X[#",S1M"?,J@+NE<%2P#)M).NF@& MOIU+%SG9I=9(U9F61DD+%6V@!/R=I;3>FI]1_KU&M9/N'Y%8Q.*O8^ [6ORQ MAF)<;2BMI*J;Q$\D8D.W M388^Y*8PC&==M=VB=%A#"-2R(C(KMXEV@MNU![@'K/%;DR^V3/<@BPU=@0LE MZ==*]74'VZ:>>?0_MP ^@&A)3=FS/I_ [*B MCL .P'5!'0#H!T Z = .@'00[[ Y[Q?ZQX?G.<\RR46+P& IR6K,SN@GM3;2 M*F+QT3LIMY3)V-L->)>[R,-=%#$2W$RLEMQ'ST_V,_L)G_OSF]+DF>^)C.,X M:H]+CO&(C\R+CE>R(+=^590T?S<[D2L<5FPW;>@6)415TX^WM;7H]/62>6L- MC,UJ45Q,8CR6K4S%;WNB-6KL*PI&NW1YCY7!<@$ +IJ03UG+IZR]\&8*RE"0 M95VJ%TU#A@HW +JRG77L?SITR%L:?(EB\(92J%QV0:^)6<@%5T+Z]@#J3K_I MT3[.;6[)B8SJDJQKH6!'K^>JF-)4,]=3D$F2W MV3%))!-)$71Y/'LC81PF5IH_/N/L=M>_<^O3.TQK;87B7(*XQ5O,8B]+E+_G MC:46E:&6EV)2"Q72%F=0 QU1#N[@'3K3%F]\(=R;DDV3O2/=EL))#(?V4#21 MI,RHDSJ"HD1V"#:/<%_ZM3U%D.>0N7LG@:+M.DLP*8Y MO"S$@%=03H .AV6+DZZ\:RU2(>/=1H57E3>CNZW)9%3S)"49F]FQ>Q&S7OW( M':O,?!+_ ",GDA,R>1-'D5PWC8>_<4:,[8QH005TT/?H+,\=*I>K^>SD+5>* M)*D*02>6BEJ1K,5B8R@O'7"1JH5]1W[ZG0[JB3\?X5RJ_BF>.M7TNUC\:S9F MBC$]<5U-:QO1)BFXC>WD""0L>_?LB6[1"[4RO&YX[66Q:QV:MF(^)XV>O(VT M%1YRJH]'K08W$K(#/<@C@RY65)9O'$T:NIK+O14=F$D MH&XK'JI-Z9[16IA\ED9*LN/CA!:E!CXX/&C"=*DMMY)2-B.8_$1I^68[1H = M(N9VVR^O>*2\?PM>.W'6?.Y"2&WL]YAA2RWCG.U2X@D>-E9I9#,YBPL4&,LQVL<\DKFRA=+4U=TL04XZZS2E2KJ'! ; M30:9RVC^K/IMN+2V>4VY*GGRFRE'Y\/#8M"'P-7;'UULRRQ5[5J;R^2S[6EA M*K[$+L;AFW^EWPX_CV$RDO(I<90RUY;5 5X,B;%^[6DLS*]Z>K)?DEIM%C89 M7GB6C%&98P5A$DFU2$G;DG(!9K/@Q_+(8TH8V" .)K%E73S7@=PQ^/BAK2L8U8;HH_5-Q;I%;^?6OV#]*?5''KG, M^;YQ^?\ .#!3Q.(X[AZCR8/Z[Q=*%#\3Y>6FQ^*CMY(:!XZ0LI!67PNSO),K M6?AF[X:O_8/]N><\Y%^]A+Z55OW"'R"0M(KOHW4OM\+C>VJM96[.MF[-:OR64MPVY_.FWS21B1 M:JP00J$C4 *J#4+VT$Y:X;P\$L<-^M_K>K1QO*(:MR_!CKW+,O=:S\2O';GL M2U.-<0Q'QTCR-KY<$#W,D9%_?#1H?#7#MJ:9NZFM#F$TD+I7K*U&J%QP6NU9=02FNT=/R3_"B)L[E;N>DKU@[$U1K5::I&]FOC:2^?R5Y!)###'#,R#MJHBZ6[BL)F M;>%@DPUS$9"[+C:<41I9$V(^/V((IK:RO8KY#X-Y+4L"P!(=LJAU'8!CU4N% MG\0Q>O8KDKTH,D%GL32Y&EB!=6H8,DN)O5LB MEO+B&%=DB(7K(_L"H>V,XY:QEL)/_8H5^,T\7E,+\Q[[T\G%)%)(C MC_FK%]VG,E.-4)_V42[=5"A'+G66<(]S_@MO(\>POVM_Y&V X?B&S#AY[UC(3RHUO<11IM+/.&54@,ORL:'%X]8C))V9 AU!8J%QG+I)P5_7W$[D.& M6ZU66Q-E;"58:$;:36*\D@FIBQ&DQM)BY[=4?(T4O)&K1K[FUZ1+5B]$\Q4)7CCAH\;6XC>.*M\2K!%96NJ>KH968$#JU(EERS_%4 M*F&QQ9N<>XO7>IE+ M$V;R1-NS8V1S?#ERUYGKSW+4L&^[ESO3:L0D-?>3(?7IJ+,TSXR/,9\FS?>* MC4K%A/%&D?F=HRABKTJ\X":1II[GT16;_0#J''">GD44**(%^+3@@0UXB7=D MA/ MZM>^O0,MK+0H7$C5+D:+"Y7(0P717A*K%N6K8UA^5*H(+@KKMT[:G0N%>$<<:R!&W!GDC5RX50=XV[@FH4 MD: ?\/73I&:3O:EL0"*23>)77JU M9E+1;&&Q(EC*//(RLIV:L"I8 KV_(Z)6\/U]GX3'%(T1BIY2>RR)##I#5LPC M8U==[ H=JLXU8G4[2=1UJ5BQ=,,DT45K*:++&1%+$6_<2/M',85)#RH@ =0="#I_Q+\@_,2AH;2/+,8K< M;/%& \'D4SB-^^D4H+@_I#Z-J=1H".GX%%\T^D>/9T5\UC5OQ9-H%KVHXQ!< M6['( 8TIU'2*G5EA?:%\9CW!CN)+$F7U7->\2^C<9!=BG?.P$/!$5CKUS9R* M6:[.8I8XUA6JGBV'>HVKO]ON&O4_4R2_8'UID,E5Y'=J9JO))Q>+MM!B+5:ZUS M$QO0,SU[,@L[9*M&K!D1CHY:2EO/)('D['5(]O5J3;6W-RR6L5?R/QU@B$%G MX5FW/%6@@BI)*ZNK1AA*UN2-DKQJNYGT(50=>LM3EKO+:NG2+CX"$(=4E98P6634H6CW('['UV[@VFO^ M0.BWY+8S&92-2% +.5*Q;E70/L=@4[+W]#_P/2\IT-EG&\,)>T VZ:L-(]WM M9.RH1[]?P23U21C-9_;,B^] X1]R]W8Z[9%W>_OW'XT_'42'6*Y+71:)E!IV M8XK(9H_?OE53&R'O(\9V[-OHNNNG, MW] .@'0#H!T Z#T#4@=N_P#D@#_F3H /]3T'+O[A_P#93QWCN1Y)Q;ZIX@W) MA,T%[(8W%8V3^1RM59(G6 R6*JRZ!]"AT/.^\FHZS M_E;RYN_:_P#8_P"V/[$7.5+S'+,ZQR-#$'Q8>1I"2"QT&FNA_P#S]3Z-I-#B[L]3Y[1L ML<4M>NUMSNVV41_''(Q;>[N$"CMV*Z$=7"9'8J>UC)4NT;TE._#.46>*4ZM) MNW>&:#57FC9RH.HT([:]4Z\)ED,C_P"1,TT--:F:JCRW@D(22VT$2LUD1]XY M3"=RM$0' .NC#4@S-?0V"=C2:.9S(B1P1B*716>%68+X2B#]Q/*VX'0DCL=# MIT/RG..J9"SQ3+HD$7S"*)6U(D28'4CMM ]3KU4[0ZH MC1P&5H1)8-I4DCD=?^V%U':(%%FE:3LW?MHH'46IYR&Y=J<7QL%6G8HM='DG M)61O&]G5HF*(J&6U) C ,Q&A)*CMKU4FQ/'?L*/%0I-E*=C(9##T&K<:,UJ: MM4#SD1-%8HU_C!_$"Q+[6;9M73<581<&"ADLR]B[,Y?(U.L2O=@L2 M_*GV0V"[Q/&GNWHVY -== .A6:YO'69DDH1O(V/+2U'>""*11#+'+$D4LHLA MVE-9F.V+W:DGB,D\LEMK4EB&)S!6N3&**/X MZ!#H%552+8.VFH7YP'A=_.<,MG-7[%B;*&6IC(IYI) (WKH^/:&! L=-=D:; M=6;38J]M-#J3+%3#B?$;%66G4:NHNXF:9*9B4-*[>+_<&?V[IFCD\FW0J6)_ MXCI#*]\16PTS5R:]:ADI;,D&_E)94MTX]+'F>GBH6LB"EC7G*;O')8\\BC4EMR]: MFF+1?;U3.5+M11%E%6U7XS7IT+LE>GB,S>R%.HEZQ)-32&6*M VBR ,&G M.QB8F8],F$=CYADKUW#Y&_;NKB\=9R%;*18S'&5<4CR$1S5K&1EKQWC6,O@D MR-<&.*1R(PBDLHXB5Y3[8>)^18SAF8M[,1AV_A+V1CFMY/FKVOEWQ+'1EL3V MZ6.QQKE9%A:/Y7F$LI8R1D%PUDY_?IV+%7+8_C3V$ODLZF4K5Q)5PPN2\CO[_DT?C> M.-*F.ENF5XQ/(Q9EVC?(QT8'N>LXRN49QW,:N+M\ACMRP1XZC+OLP5&(C5S2 M$R2SV)9 6$551%&IU9SN.FATZ9VJK.0\SPEZK/3M*YL5Y#/;JRUYI(U#-O%I M8H0)WBC4*$;N6?\ UUZS:LE1!%C+*D-=%:=9I$:9"'! \FYGT!& MZ<\KAL7Q+G>=S_*/_%L/B\>%RE6JTAQV$OW-F3Q^-JU,6:U0VHZL"Y*=8HY9 M/&JI))J %4;ES6<8VV'JX/)PXJK7Q+U7I)+>L28>22++233^>2HUB1(5G\> M5KG]'@E",ZB0JS,=-,ZO*N\WE_XA(,'E,EQ: MK10Y$C$9+!22PXG(112#66109?*L<3LZ,Q%G^4MO\++Q&3S>/FL8;#8=#C8Y M\=5BRCY*2E;EMP^>_F=YP5C(Q4DCK4YI9H8FBK05WB01@Z/(3RN7'SYM<#7N MTN/T*$-6W)C_ /9):Y#E:0HSQ&_.\0^ CT&$2?[BL3.TNI*C5VZJ-5?M;C7( M=F3K<@J\OQ4FKF*V,QWDSJ\A;!I-1J8B_GK/ELX"!))8V MLM19YI(P8V=]_CK.?A4__L!Y5B>-\4^N^*V(L?%9^/DUC\=Q[%T MHXI[<:V#CI*IR+6HX6$:O(T&\1LFW=GVO37K.W);!X.:W8P>-L2F79-DL[?L MUA)+7/OB(D0[5=[=FR^UHXM 6*C0MWZRTVAQK_\ W/*-GD^:J5;62BR Q'&> M$V02RU2#(IY)(7L11QO5::&-FLN@1)5DVQJJ^WJ4BO#BVN5L7DLED M()&>LZVXH52*2J$D*G8WC2-(R"5BVE] .Y/KU%R6+FE^,:L,0KX^O&J0PO'Y M);*!A&OF5'D"@HIVC>VAU)U]>@9,EFK$Q(DT)9-(X5CE#%(9(G:1M&V@(B;B MI73T]=>XQ$:L96S I2TTU=/)/(%*ROY8W"F)=97CF0.3[O&- HVD]%Y^D'RN M:#Q^&)HDJ-+^X44$J$;:7&QC+*DI7]/?OW 7\Q48FEBG@\I>;Q.)OB1LP\K> M,@6995$9*1[5"*=/_J U[]%-=FC96C&]>5I6R8$EBI%N9*J&S+'4@D8LQ\TL M<)D .C+N'8:]01UH1$C$]V'HRL8RFIT!E\\/SRKAHH)KBO9P\VR."/02N97$4QF1WAVZ&,J[A5'M37 M0@DD;.5&BMB(K*$7X]6S&Z@D>;P(&12#M,VYB"5U!4@_Z]:9);D^[9$LTL:M M^[*T:H?,R^TP2#W;2K'0*1KN'N('5\!R%Y[E*/R^0-4ADJM(A5W=B58,/VP9 M5EW:;F/=M1Z]!$1.%Q=NA5CD22AOOPR51(UF-?Q"D>SR2=HB 4)93IW['6"& M<1YH\%[,S6I7I?"KSO%O>1+$L 5YPT@\X7]V-E8N2&?312>_4E7!UASS1R[Q5ZP]L:$Z'*25"-5(<:RSOI9?[:2_:'*<=G,A4QV$1 MH>/X>$18VL9&+^>:I#\F]D$(_X.G M;H<_1B<[&(E5Y8W4G[4)(!I%'OTW M!AHK-W!(]/S_ (ZJ[G(F-V#$LVA4-IZD:^AV ZA2W_PZBUDTGN!+*= NOBX>3Y":.=A #$59.RL9%W@EE!;4J8]Q)_TUTZC+[*+ MQ)NW"1H3:L$COV)F?MW[]>MX27H!T Z = .@A'//LC@GUAB!G.?G]CO[[<4FXCGN" M?2D.4SG*.5XJ[A*_++-:;%4,/7R$#U[EK$X^PBY7)Y%J;ND#,E>.*1@^K[=I MQ[>_4=/3TWGVX<9'Q2%XHDMQ-#I&UU@+L,B&-(K.]="KRM*$9PO?0#3;^? MP7PS@KRUY99)6:"S'*RLB.T;Q.2PW"1=&#%""I'J#ZZ=$61Q*.GF6&'R-*%K MD$*7JMSR%'R"B0RV0P(DW3K'^X--I<*01N/-YXX MK%51&/(HFBB9M'41K[T)VQJA/:V-7%SS6#&CI(TS68D@72I:@1)&$,L M4@]A)!_R/=TI%24%C:.=Y%A,L]4I%)*BM*D_E@F\BJVJK(I0KV&NTD]12J/( M9'%)9CG0HR6M1K8^*]C9T6Q?Q MH\E03(2L]J,E)G=6%< MQ,\J*8I=_BTV;1H=.YUZ'EO%PS,M#@]]DI MQRE6$:Z22(/5=0>MSC#%\)[Q+C"YZ8Q5+\6.^/$O\AD+3+)IY5(AKU@C0RS6 M[)1M%,@].^FAZLB6ME>'_7_%^)4)<]GY*>_?LPX^*L16@KSTHL@EB*R@6TU" ^%8AH1UL-!-&(Y+7\NN2GQ\;9N63^:LWI(+% M PUXH++&O+M^3OC5]P9CI%23^8N9F2K5I6HG&$PLF(I\C:Q=N X:N8Z[9W/9 M*1#/7R'S08OC;7BC$:,V@:,] 7F?XOCW),:7BC8.E6W<@@03/$T@1T0=F)50WL'6&HJ9H:5RYG;<>=IU_-:K7%PV.BM2Q M7CD)IY6K59E\,:08T-J?, BD:,H?0=%,4]11>L)$K% +DL9F?9M2*3=%$CJN M]XVCN*=7]C,.V@]8JW,+C\A=K01QY"W"$@5KU>26*.*S.7>/<0=A4BL02REM M=0- 3J*S4_P_'Y<>:SUJ,%O+Y&JO>2&6%<7%;E9);>CV5C>Q7=B8BWDT[EU M/5Q_8MB'DMKZ]PRVJ4D=?(<@^3AC>J2^.6>HX5UBCD6,V&2*Q#!8+*5DW-JH M3N.M9Q/+/+9G"X:_]BX/C5/'YK&34\;C<+0SF,R$IC:GRDX]US-W+5*)7L?!C*DV7K8:IR&6]>QV-H1TLI8O)>Q M.*ABN?"D2K+,JLQ67PON_3JW4I^6.5>#CE)Z6/RE+*8VQ-)\3#7.-WJ-.(,) MJ]R2GFLSG(\W9H7&GFC7X[.)%7W*"P!IRRXG@7EO0VL9QVU-9BS1M1/BX,G# MC(()15K!\9G,CE(L?18W?(EF-YD+H[>T! 3(+"D_F9JE[%-CJN/BGR-*Q+2? M)225EBC:.K!'+/4K&J^9F==P0*HZF<+A1?*?L_)\ MKG2_E\KE6BJ6VMUX[^4-^7$4TDHIC:=.3)Q7K=VU4DAD"F=IE?<"P(5@TM61 MLKP'*RYO%8G)X[,+P.1J\52/Y5-%>%(;->WFLE9I9"6KD\^'&3YC-5XVR6 M7OS6;4<:0I&*BLYW%7+/U2@"SNTDC,%4A$O"1\EY9+D9%)"1I6B-&GBXW MD:CC:, MW;H$QAO21J3#-'"8=6F=VA+[B=WD+11-N0 $;=HTT[]!'K=BO6/BC#2E%+!E MD5HHW [[E4;5=I%W>I/?34^@C2)WK,I\LKM9>(^^&%!&K-(S#5BH93IH&5B# MV)!'?MT$1DKRRV]]WR0*BMI6*G<-Q+QHIUVQ^Y_<3WTU/KT4Y?!KO3LVVFEC MF1ZH@QGQMRRQ3D:M\WRA8G).GC"G4>A##3H@KD<+5YIH-NDB3"*?QP/!7A=% M!D2-94CE$>J+H=J?I.HU/01U*-FPFV(.?:K1:!657]\(D=2/)XR6([Z]AT5( M*&%Q525OY9Y)"49(8J\R!I6(41&-]KQR1L5((.A.\>@'R?BY2S9B<0Q69'+2^701>Y M4,:%25D]Y#$Z!B-VH'XAX;H?7%R[/Q_#6;DC^>I6$,IF,7ELXZ:,K7LR2-KY MI:3*!HQ618BH*D=SN<,WE*\B8H[%K/>K-76>2+SQZB**S(H&PLSQ2,C']3@ :J"6[$=3P(MS6K: MI21V*D[I8#K?ALUFE:C,JJG^S2P $\9V&3PZE9U4J>Q;I?E5!9_,3361,]>: M!K,+H8(VFEFB/E/^V$4CQ*\4] !'OVZGLW65AVP.;DDGJ51:2K52L6EN MLSUIY/"XE<%:HLB.,:-&[-O9E8=R 1T+PL'CH3E3#!X%36JU\JUJ662T4H8_ M&Q;I5$DKPE+D<7;1JX[$Q MR\IY+,'@KUOBUXY["XO%:-:GV*))'*^I*@6GKRYTYOCWAM3R4*^6;#1XX9*O M)YZ,#IB[-KQJA5$ES4$T83>Y0E8WPZ?C0J/37K/:DKM9"5%9FTG;IJ0S'3712OY[=OQKT2O90CE0 M5:/5=%/8:D:@^T'_ *O3_ ZA@4TIB0"/=J0=VA)_ ]K?YT)]-.G!=$GDDV]O M;J?\:#3MH%'KZ^O_ "Z9,BXFBW/Y$9MP__';G_P#E6/\ ^J_7K> EZ = .@'0:D_VP_LA5^D>#11<5R6(N_9'*;#4 M.-4"89Y%6_3U_;Z/*\PS^9Y#FPTM2"]R#)V\G:$0G:2>".2S))\:F!(S;8]L(=AHH'?K ME;7:2(?PS'UK&8H7,KEQ1H4C8R,]N:B]BX\-:3;%6C_?JZSW(B(!^ZB[&).N M@!D6WJ(Q=LVLYD'=5,1LNS(GD\\D&^5WT\;':9;#+[F8!>_IV&C*ZD19J^P- M&#-!)OD25')4IX]1LF4;22TGJ-- 1Z#J86%%>-H@6C*^X^A*D =F$3:GN5<] MM?P/STP4]P6FBKQP*KK/$SRI9B.W5C(\F[0:$2 OVT'9?TZ=7+)UPEQL?>K7 M)8VM&"5)1!,[>&8$@2B=4TE,O;L79>#Y8Q\V2AR$E&-*F/BA_F* MV-BG,PBK))^_##&298Y(-W=&[Z#VZ@]4G.R*A%!$U2Q/)XX&>$V"L,5IC CM MY0BMM,DJQSZJJE=Q7N03V(5O0DDO215WB9(6WU&BE15>"14:%T9-NDI T93W M5PR:$CH9TD>&Q;9FQ/B;%E*]NS"?B2V(V>*>S4:.>.+=W\,LD6]59AH-2OY' M1/)ML8Z]%+)&SJ5J!HR-Q@F66.0K)5EB<1O!(B+O52 &74*3W *64Q/4GAL0 MG6[7FAM5+1W;4D@U)B(D&C*6[DJR]F[@Z]B-@^&\NQ7)4DBLQ5\=FXR#)'"% MD63ML:S$9HV8!X4*NO?1=?\ 36LV817.65:3Q+)4EG&LO? M_!TT'J^!D(\1T(T'J!I4.>-GR%BM%7%'=#0E?_;& MK)*QGF9IDF5(U7854D+NW#0_GL.@MKBO#)Y;L.8RD"1P1UHY$AL0)/.B6W=2NVY8S')-,RQ$JNIV0(SEPBJ9B-=6 MW* >V@ZJ+ZH\PQ'#\%2*X6I=Y#)8C6)9ZF*%.@:5CS)OGQ[&Y?E=I#))Y=L1 M(C78=N[K6<,[_@GL2$,LZ@'1=5Z?D-F2R-^_\ ,JW\]'/3Q>.3X60FCN6HE1T%KXM>.E2( MK7I9@(0']\1=O:JKN%5G)E;#Y%H&KJV6GB@O6H!,L4N)G6Y6K^95+B3*36*L M0D"@/"F\ZDG=T_(A'V!]H9WB-[&X#'&I!!:PRQ9F"A=C@MV9EGR$=6.W#4V# MYQ$ FG8ML8Z$KJX'6;3&5(#/W;63J->L22_+N@>>9V+0TG7L'94"!R-0 "1 MUE5W1\@CJ8F*Q!6^.]JV\&0K167=/C5A8C%A)5*U;MHSQAVC4! &V]RNHUG" M*WY?S=<5CI\E4K017Y!**HD$E>O9MY!$VQR04XVKBQ3-5VFW,)779N)W:!;K MRLW6MF0EER:UI,O>NW[ZS1^&"4FJ:XFR,PB7(TI8=U2:*+2UM MCK,&&V1:BK_N-)/W(]2-J@:DG32R(O7A'!,U;7(M5AN9V+&4A2>=_*M>I58+ M8LTGM'QK8CGEC\\[F6/Q0KN9DU0G6$84.&9"OR#!Y[)5;^5AP>0@ECJ6Y:4. M.-.&=YK=001&8596CA*:^YHU)# DCT M30VM;_D[YJR055>-XI&KI3BA )VP11J =03WF^U*XFGP65+85*FE7JF MH!3@L6UEI3O(K-)6$\+P2%9#(@U52-@('50^<7I\XY'R-L0+]1I8Z4$F?OXH MU+28&N\L52LK6)Y7CF+W#XHQ&(@LJ@Z,FXB3)K"[>89_ZRX9QRCAM9PFZU&Y':RO(&MYN: M".>A4C8LL'[L.)PU-C!6H6/C2RR5:^S00Q2MYY/_ +YCKUGMI#,=QW+KG:<> M;JWZ6'N1%U)IB-:QFHK>JQ5?*CFW'*L\1!#N2&W::Z#J073)D*4..539M/ T M52CCL5/-66Y9RE'RS,N3N"O'9B#>>2>(*-DB$E@ -10\?7\LT,N5Y/R'+T,< ML69@XK259:TLC\DL5+$O\A)&T5VQ7X]@L?4GL69Z_CD><)%%(SNHZ1+\1I[_ M &6Y+_%+3LTIJ%Z#-V5\304FQ<\D>*6S2$YK#QM#!)%("GM(C;V1MHFO6?9O MUC5.O]EN+EQK/MR#L/DMM!E"Z$A>W6< MM8AXQV4SJ5!!/EK%>"0ZQ[2D3NS!F\DOB03V 50DLY_ZO]1U4UD9#F+'E5)) MYI3*P(C9I7?5-R^*,@Q^U#(6T'90>Q'XBIK5R]548SK T)4M(779)!LU=)F* MN%9SO)/Y TU]>JSA ^0\]F&M7CSFLFJ_(N:1S1RB$ZO!'YT+$/(VKR$'=IVT M_48U)\H8W,N365VV63R'8RJ^FYF(.I+:COZ_Z]#KP=,9R"7'N7J0Q.]B6- M7BLPQW*QAC*S?%-2TLJS:.Y42,>RMI^K1NB8R/RLV-R2?.JQ>"2Y+NMXV-K# M04K)D),L+3-)(]>S$BNR:GQLW9MH"@$%>I8)=Z=6S-'$H0*U24!M[:(K(4;V MB9QH=5W'0CUT ^R:2%J3#S5[0E1]LLC*1)$LB-H-I34("V_\$GT&HZ%23&4; M5IXC#(6< .'7S>6)5;<6=-#K$B#5F&@[=QWZ%*;<\:JWF6U'; $KN(SHQ7:J ML\;L)0CG7NA.A!T';H?A;/&/LRY56FE_PK-!!XA-X4/SJS!U5;#RA58*TA;N MODW'-=2&&I *GK+4X*L9S; M)8>"E#'9GR6*.MF[1RSQSXM0Y?\ VXCFDEECC\@TW1"(JQ]"--K*$SI''B5,J?.JRN0)GVJT6HTZ+PCT>1BIU95E)%A[ M2%W,44D#K$\JR-*L40=0R>FHT[ CU[!/OK_D&;S?)$XEA'KX;C4#_.Y9F]8Z M[S4($B?9+95MOB71HX($79N+,[:#4)_A+,3?*:\V^P\9C,78R'#+5*#&4[$N M.BSL56JENQ1:+P318;S2K9A@DG@C59R(Y+EA7?401ZM;23JM =M_)7'I5EM6 M9K$\\458&S(T0,LEMHZL49V@B>1V8*"&K%F;&!E5]H_3J' U*L[*Q33:5&B!N^G^!T, \4L/L.]"5*AF(TCW M,I&DB';N4#T[@@]0)_CD'?N!0GV'4(1W]-"S%2#Z^O0[$S;HIMJ@$A@S,-0K MH VNF\*.Y;U_TZ=CQ]&75]L:J&.J@:NVFX*@7MH?R0>W0-SJP&D@"D-W[@D@ MG70H"6 ?_3MT/I]GV0&E^Z/\6[([>G:9QVZ];P$G0#H/0"Q"J"S$@ $DD^@ M 'Y%GN>/);PV>YC2>&QA^$OL\%F'#S@RPY7E M,4DA17VM5IR*23)(NQ>?M[XU.77T_P">=^W#B!A\Y;QU^26226<33"2SY909 MGE,QEED6>QY LSN[$LP;<22?4GKEEZ;ZYB9R9)(YW9*Z*$%B%9+\T117B"RMNBVP?H2+0%CW+$D M]R.C(_/&KC:4$]6&)K"B.O#.5T*S *[^()M!>"'5VU&@9]/7UIS4%@KK(TUF MQ/YHGE#NX5S.)926>2-6!5@DA()=UUUT&O4:M+I%;1TKQ324BX)D=8X]SLJ[ MB[: B,&(:'OJ%_\ B0O*7_S%AOXVZ*]77'U8L>TD:J&L4ZZ>/P6 M(4UCE+*^UY2=X0J-1M!ZJ8Z-X>D+,KP1+#3F#20UFL36/A).5?1'U$C(?4,1 MJ>Q.OY)FI=D<9%3K4;^.D<>22,.2NWQLXCDAE1Q-)& 'DVCL&U8$@'OT3O!H MR(=Z_P B68H/+"%\<8]Q#EP68N66;NH/18$N4ENP*3*KNLNDL\R V M98P)"L,\H$;V%)]"P+@ #=H-.@R:PS5T)VQUXW>*'1/#,1&L1#'0,90JR@%F M(/;33\]$$5+<]6:*Y18Q3UIUEB<']U7C35I=2K$+JNFFA'?3TZ*V!K'_ .Z- MQBJZ2M!E*;>*Q3B1#%9LQ!)C.86D16$C$2:$,ITT/H.KRQQ57YC"9?$1M';A M\"3,[2@PLL$C%F?R5Y'38-A?VA2O<]QVZ+DA=77&X^M7HS2N\CR%$\CEYHY MTH)C=Q-[0!IZ#3MIJ=8O:W<5PMYL34>O3NVK%W'331+/*D"),H$!$T)V20JL MK/("S!@" -=.JRLSB'!%PL:RY&U5FL15A"?B1/"LB-L66O-;U\EF,E ![ 25 MUW:$]61+T.L6.GK5:EHB@W M\O%9>M')=22U7B@=A'8L013!8ED:$B,2Z:C0[==#TP%.+1+6"C=J4HL8/BK5I;Y+. M59P5\*4\F+%?)&FLX\T<2 ;FU[[@V,X,M=BH1V[)%N%@1.\@)"@ =.M@[-YG'<+CO9*&WBWQ=S%B66_1Q]?$6 MY:E&85+&&Q<#33&JMO86:6-&D*%59PQ*EF0QEIOG\Q_Y5R2_FW3XR10""M6& MYY5@I1EH D*/Y))'8?N,%!.IU!UU.+RUU@Z<>^;?M)'#2>/8 WS;,BUZ=L&4 MB44Q8>/4Z*WM/Z53=H==.B-B(A3,%=))H#3KRP;H%E5'>V\@,!CDFB+>.>:2 M1R2%+*X[ =^M#7C[7Y!B9HL94J2WK#369[FD;J)',<<4L/NW(-VNJ MA20.W47I/N-<>QMH-%>FG>U*\LL.,2R5>W%42(+$/-$T&LVHZ1 M+E:F X<]3)K.QMU:"3Z5XC/MLRNPC12##NB1 P8-JRMIJ!H#IU9YX1:D$,4N M8J8Q!7M7+CSF&G4LU(I4AKUVLS7&>4M\>M3K022V)':.*&-@\C( -=>$67=Y MK3GPD''6BRF"X="L5Y<9@):[_.GBC22;(W[%I4AGBN6&5W1F99'0,ZNT#$LNV *QER4TEV\]ET"R0UZD$F-KU*U?59%5%.]]3W'57:*-E MJ<]6&E2XK1Q9:6026;5S(Y'(I.6VM%8GFE@@I+6CU;5(?U'\#0"9$LQF;K0S M57O8_)Y(Q1I%-B\%32E#8AL^RRKWH4D\J0J53QL_[FK>NA)9$AO1RK/XW69 VUA(VU4#-TA94HY! MPK$X>U_*YC,X*W!UM@=W5_6, MJ9SX7A)N"Y3%\6R&5XQ>B6_DO%5FK&ZM-<@]7'X^:P;5>_E9;[Q8R22M+*8U M@W0+M;1MQVV%/&;R_P!:7L(/FX:>O/C:L]N6U!7BJ93C]>O$]G)39*="\.0F M5"S*FIAE0$1@GVAHQ5#?/4Y,3 MQVBT\=VU!BUG>2+YE^*.*O:E2OY)66>U(I"P ME7VPA2=-\NH]TNWLHU&A_P ]0&3Y*W992TZ>U2GCA.TJI("#5=-JER /74Z# M77U!UH4Y(0MB7M*\6U"Y;<>XTU+A8TT)] ?QJ1T/HGRV3D:,Q>5 \@(GV;48 MA5,)C8AW#$E06T.I"CU'0PBI*GVL&+ :L/;W;4'7T T]0/SWZ*.$,HA23]M MM#)L@'ND/C*-(?&%.D;&0:$GW '_ !T!RQQR"(S%5>;0QD::;#V)D(TVDGT_ MST"QHTBC$'B2*2:%@TACW%O.5D39(TA"J\9'90H'1#KC^*VADXA6L260B1 S'3Q12:Q,Q(W :-M(9E'K_P#3_GHM M_P +'@PZQR/4^7!\P1ILBQ5.2_;]U>O+8@UCEC%AZ\DY.GD[;6U;0$ +$PG% ML-)#B,-)3HY7/W\U8S!!8:I-:DHEYGU\D<(95)+LJ]7 M#.?CA$,51Q=7+YG(74HY_P"F)?+% M$2P4#7:3IKZZCH)V\YDUT+2"!"7#:M&\4A;:VUU]VK*1V _P" 82Y, MP.EFM-)2LUSMCMQV1%-+N_0D!@V2 ^)'#[7[ZZDC30@?@FDR=R*!I/!$VDEA MK$L5@[6#1*-BJ7>69%V* K'OVU].A=;)Z=QZD\O':UT4:UK(;:21X[T<- M@A(YQ!ME,$,<8_;TU9]20->ACLMYMCI\]>QPXWC,I#@3!5H8R.TZ2+K?^Q.4T?).*5D3#BO M%I*CR3PV7>/1>13XWCF+JUY9H(;-B)LMEY8U)2A@L0)!>R]^PX"(D2D!CJ[*H+"6R3-62 M^UQ.7%#^Q'_L3Y[]JX_*<,^KLWOG4X>CT_Y3UW['?7J^8(LN[2:Q)5E M>% 4&JR1OWU/<,._6>&[4>2%%D!?=L.NKN=78GVDJQU(&NOX/IUFKG6#G65A M:B>*149R=KRJIB&A/C63_I"NWY/8 ^H/?JSY3K%3"MEI#*].[$*SKL1I@60^ M8-Y&$BA=2#KIZ=AU?MG&LEO)I3,<3'JN^O1*2Q*K H[6IG1D8D=I8M.VF[:! MJ3VT7P0R5XAH5![2^UE.I5D9@&4@ $^FO^3T7'9;)$T1*1;@I?Q2!3M+1LJL MRE5]FW0@_P"0.B=EL%>(L^]C%&-23W:/13H 7T8[B#_J/^'5,E+4Z3PUQ&\, M15V'R-)I'D41O(8Y0D3J75_:C C7< =!WZ&2N.2K5)+I.442B P,D?C>1-%6 M36.0NOKN[@_ZCHA=C9<(B$3U[S61+K'*/$]9(]P+1W*VYS8CEW,-48&, =GU MT J?IQF?(P"&IF<4Y9PM-([,CK8KK&9Q%XPCSP35S'_V'42 :DZ=$S\FAY,? M+@KV)L/K69U:6.2.25%*F%(I]-CZ.CMV_P!QM#I8 DVU.T)/DC M)&JMO]W;T8^H&A&H.O162^5CHVX%#L.D8+*CMO:7:$=MA'_(]O\ Z!1#%LC MF+D2%%.T.I V#4KH=!LD9R-H) [CH+"^N+\E#-*D9WPV#$E@*27T#+I*NFH) MB/KH/TZ@?@]5F\-E,AC,=GJ"U+\"6!V$0*"01J!ZZ>A, MC,'@,9A:D=:"G&S1J0SRA'F)E8/)*\I 9C/,=3W _P!- -+@S:DJ!I =&D!' M8.2NS]+%5VKJTA9#[3^#^>W5&3KHI\0.XL7F8EI'*L49OT*L=.A+% M LT326?BXT/8L&4RP(OS+5=[ \M=]K;=BA"?U=ST!^&N2?R,<:538K.8S-C; M-N41/$0P>Q8LUXBL*,55G*J%B5=#KIIT$M./7.S5[./Q-W&8ZP]=3;3-"/&T MI+ @2:-+>U&IFD!:238GM[:T-^4LQU;HP-7BV0DHP59(;23W*>0+5 M[,21V$)7EN(1&WZ1J5T[@]2_ U[^U+$2MBL7B4LV8\6A?)7[,EK(2K M?L2V):Z3/,7K5($A$0* G8Z'MW&DK45'%D;%*..W%+%!%,(()4<-/-')[C*1 M'(B^1G$>CD:;AH>Q(ZB]K7X50FY$\=B[<1J$/R;EIC&T-82U(I["O536=[,D M,<)#AVB#NRL_8$=6;2E')N80X1H^/X"N59:=^Q/-8BEFFDO6C&9 !$IK1[A( M=[: /H3KKVZ)C2K/B9&\\4LD+2V(V-CPQ*ND#>:14A4D,Q>>(,SIKKVVCOH> MHTL&M2Q4L<-$X]*,I@V&1:LT4LD(G=%>TLK"L;+JS, SCWD+H?45%O\ 'L#' MB))X5FI6YI)@RK#2A6Q79(_9"602&678A;5B-/0#_-PB52(UJQ8QE&"PJQ0" M[D+]RA<&"I(+44,L5O(U=T@NEV4"NH69_(H4^[05!.:YAC13;!\/K7,#0KO1 M_FI8(WC?@1Y9O)(J1QJT,D5"&(I#^K1]=1J #WJGUJPNQ5$K>&M72:/_?UHIIY& M>62!(VDDV,6,+%"B]M-3W.NG1#Y/!6J9&GC"EAJE6FKB;8=C,L95XLE;9OD0 MTR )%50>X386*W=O4ZCS9+'Q32+'7HX]($B MQF$HBM%&@>?20AF=#OTZGY5/'X[A<>U;*7#4&4$&2^5;_D$%RM!"GCMS9"M1 MWQ/\6&!@FTB%4!&A))-Q$RT_YA_83*YFSEDPF/KT*&2KP8Z1KL[7\E8J58!6 MKV)IXQ#2AL )Y(HUA=('8E23UFW+4EGVU]R^9OYNS);R%N>S/(D2L9IY9Y&6 M$;(U>69Y)I%@0!5#,0J@ =NW66S>U.5&*S_L'Q"8&12S'<"5/C4EE$C$:$Z# M0Z]!C(I"1KLC! !.U2969@8RC;E;6-!III^>^I_!"^C7\#-(4D!=1JP!5=4) M?:RJ[,P]/3373MWZ*ROY":1&B7\$ZH!XVT&X$(SGLX,@U]&(TZ(CPFE9%B8" M/31=5 [Z-H Q (.F@[=NBE2Q @JNT%%=B2=-5A!;=[BS%F _'?\= 9&3O!5 M6)(!&FU=I"G0;O\ 3_GV[= OQ>,M9>TM*L@C;;NGL2^VO4@WJCVIR@++#&7' M8 LQT U8C4G#9*MP'C7#HHA>M5Y,D8H;EJ6ZC2V0\T431PSXU2RP0(B^5(V. MLO;=JH[W&&"@[8_%31ZQP9%J\0"9*P /) B*( M$_423V+%$9"U-.7E>0L9&W2:$2*>X)4:$A6+ =M.^O4:*L;<422V)5WNA\T; M%GW-8"2I")/=N:.(R'1=R:?Y[:= JJ2/7WR>:2M9,3PPNCD1NDC#Y F\.JF( MI[2#J-6].W8'K'\PR.+@R5<6I'2U5..>6'198X[#122F L'6-9)HT+ @K&@ M] -"8VC./R3-E*TD\SV4KR"TV^9H4ELO(KRM+)NU57W$ECJ5!T!]-"])!G>0 M5_(9:,VZ>>>9IA25ZL:1^25HH9XE?;/;25MWD TVJ =>Y)"&Q6_V2VYV$,TD MD"&NNX!#8CW&1%W$F%!J2Y;0NWH.Q(*Y:4F.KM)4OT[]:>"MYC$LGDJOMBEV M6DL1168_&P">1=RN0>Y'<@FD>S/%\TQ11)'*K2'W(&FD.\G=O"[I-NFBC30 M?\2FJW:CL2%H'T\>I"2H8B96/M;0=PB%>QU]W^!WZ F.>24S5FD:-#J&"I$N MQ"!$A31%778#WU&A())]>@<<>S+'?M^:2&:O0\D2HR2>1K!6")979D$:J7'N M4%O0KZZ@GX1W%R36640HUFQ9EVP*%9Y)99R-7C1=Q64$@ @,?P?3I%;L5^/3 M8/B4MMY#0R>+X]7K7;D5&Y=M8]JY1Z6._CJ]>P#=>>=VKUV*HTTNKL 0>M8P MQG;1[DEQI[DF2ELV6M6VGEV7Y&^969')A:5E"_[FS&H+/JWD91I[2.L.DSTC MF(R]>C4R:6ZEBW-:IK6QS+=^-#6!G:6XLD9CE>99XSJNTJ WXENSZ[@3H2.AEAXVC"L=&);1@VJNNNNH91V_2/]-.A&3SR# M148HA(955M' 8::%AW;77OKI_P /3H/LQOL!9GX%QZTB# M5DNU&UY;<@D?:8JDBUD=2KS$@IUS]O>34W7;T_Y6[]M>KAYSKEW+/L3D=_FO M/\_D.3S*DA9= "="I&G=0/0#4#OZ],?(75X>Z!U<@L VWL?%Z MNL8]%;MH#[O7TZ,VGRU#!%(CAOVK4?FK>0.9FB+,NDIJR620U8 M4#$F>-?&LD:$I$00-NI"ET4 :>H]/\] 5*B/)'''&@0!O$@)947W, 2W?0:] MB3J=/^'0^RF-E-8"2(RP*RBP %]P)(5XV]8Y$T.A]-->YZ MXX8F"PRK)'JI MWHLGFV+KY#*K+[9 =1V) /H=!T#]X[V!G7(4;$*NSAHY:ACLU=S(LJ2@[G21 MY8B--W< D'UZ)SR9X[#_ "I+=F..3Y DDF,<4<"[Y0';PPQ!8H8V?_I4 :'M MT4YQSO<*PI75HZB27'G$+33*'5(@LTBH?' ''M&H52W^=- 55J9F:%1(5:22 M5!(66$*Q6,;W=](O$RMH=2---=>@P\$]<,C^61E9TE*@@.GI^YZ:CL/4:'3H MSWX33A>+L39&#Q)'$TOCV-+[H@?8TNL44JNZ^)]1H2-0/3JEX;-U8%\H\>L< M2#7:=6T"C:2Y9B6=@NA/<_\ +4]5D\/ A 8LW=0=(U*1]F\@! TT[)^>^I() M'08I/N$3;HXX'B$KOLF,BZ[=BHP!U/C'8%2=?73\U#HEY*[M'3$J"12&KL@, MNQ20I9W4>&,GL="!IKZ]^F@XSPY$0POCH((W/CD>=)YII(_D0_N#3=X5CC$Y M315<*=2OIJ2CC6O0PI$T]R9I!#0C%9HX9Y83)_NUJ-X'G*RO&0!J=#I^#T_" M&:/+<>0[[+V7:MN2&%D2T]F" -4FF+PP5XT8.Y!3OKMTU[[>F9)A2ZSG<')3 M^0*D7R)LXBSU MU$\T5B$_(AC4NJ1 1QS"%P[ *FBZ$%=3ZOI4&Y;=Q=;%6>-8>&G1AN3*UA8Y MC/D)&,R.9ID,DQ =F]S3/JVS33:!U+>EBL6XHV0ABL8YC*FD:F%-ZSK9/C3? M[E 6.2)MH'M.X >X'J&4I&[BF-7$-)?B6I16#8M)&SO.(O%6=EK1.4UD M9F ;0A/:-2X.:+$OB2"Y\Q7L6+JV;WP\;43; )HBK7+4QQTR/&H&BM(S,"5 /3*R(W:^P.96H_ MC2\OSBUY'4O5K9&>K56C0,-4OM?N61CJ=3J>F:N(*P_(,VUY4KWU/=I"&'YLDD!>&!X84CA9=:\ M,\^PAMQ+ C4-ZZ7*'K#\AQL%C#A+-WYLDIJQ5ZMK5*LR ;X;:&XD;S4EB*R; M]N@=3IIJPLIA-\9R.*UD7L?+C;$##MCK<-WQ6*63FAN/YX/%7K2IY9I"=LSO MIL"^,NNBAE$;JY"">_DZ185Z./RC4JP:U)'2@DR&0BL4IG>WY15JU4F"K(-) M7(T.I)4E13.S6\GS"'-^>21:L,, OPS,:;^3(EY(Y+J(B$.FZ4E02-=IT[ 2 M\K.,)-BA=')<[RNQ!,8,F,+ORLT]B:;)O9K30.JQMMLL)YKH9%_;:-DT_P : M7RGA?JXJ'(8\7L;#XHY*LV(@SRQ6 N2LUYY$LIAYYF2&4U)93O:-I(HW75G# M*==(6S<&DKX/(9>Y>J8#"XBGY'1""Q&C-( 0S'8D>PZHS>*!= ^CE]@B[=]H]!V]2O M8*D<.]F4[BN_W:AE.TA5U*G:6*Z:CT&G;HHNY;BB C3;K(02^C!-^JD?]9(0 M>@T_Y_CH(^WDGF8O(Y+G10G=27T!U!T.A _X= $C=2JZ-J#M8D=U(U!+ GL M01WUZ#V:+R%'T8[02".R'=IKKZ:'3_B>_0.=2O+.\2DK$S';LEUVK'IM\DS* MC%%[: A2>B-AN.<>EX_C,;E9($AL78Z][#/0=FR%MY)'\UNU+)JAUV1A!M MU7355D5A?=IIA))M8,"J2$.VA20R&:8D^1Y'FU=V;5F+?\.HI(J,TW?H,VM;FU#&-0VY"BLJKN&U5W;B^A'Y]=/]>@PLR ,@C1$!5_)(A[>1G8"4 M]O<2C$:]_P#(Z)JB'BCKP;SNW,X,8T*G?IIN#%261@/0'37_ .'13O@ZC2VH MDDC)$I9FC+,HV$ :LZAMJZ:Z=B3KT3I()%MR2&!%0?"+F-I"JAXXT":,P8Q. M$10 #W(!_)Z'#/&U+-RZD/D7&T98G-O(RQ23PTJWD$DTLT44Q,=N[5A[0.VAZ"-W1$ ML4:?&DK6&#[FD0KO"N=I\:$JB@1D;C[@1J-=>BL*B23.L4,1FELG8J1;Y'VZ MZ[8]BF3QH!J3_P#>Z]!XTM&JR5)Y9V="J:QJLCED$L;PH\;JZG3MH""H'?H; M6!PSE.%^OA9R]"C!DN3[';$RW/=C\"9I!*U](9(F-FZB.T:*P"H_[FK: %-) M9;KH@Y3]K6YDIX_"6KM-JD=F;)WX;=U;N8R^38C)6)'DLR)#'XCX04VO,NK' M]6U5I)W5&7KDEEY#88O(=Q#D'B_1$R+(3(-P0$@*6U=-3HJC0 :Z'OH!W].H<"G2+5AH^[10&4 MZ>Y!V20'W:,K:ZZ::CI#=(Y J;#M!53L(8E=6;].A(T8D]2K8\V >_\ 3NCW MC3OM!!U[]^X'XZ#&+1IED#1*BZLSNSJ"(R2RAE&\-)IM&FFI/K^>B5E)/*P< ML"OE9Y%AC!**SZL$WEM2$)T]VIT'13:Q([M^20--="=?_J_U_'42NP']V_[S M5OLA;WU/]&9>Z>&Y(6/_ #+F4$3T9>75+ 2<8'"&98 M716D;0=MK$%6T[@'VCW:GU/57&-ED$8C4.Q.I[JJ^YA_]\5_R#_RZN$NR](I MY(B%:3P%Q(%)U!;W!0P'<>IU_P 'TZ,VPJCA4"/4-N0-^EM-K=B&)(8?\M/S MU,IDLB$@#A0#M_42=QU8$ZZ_IW:?XZ3/2%\D!:*DS^128'"^1E,3A)Y-/!H- MP3N P_\ K!_SU<'.C[!&\SK7DL?'F$31U'8[89&DCT"2]BG[F[:&(.C:$]@3 MUH^N#\M"6A.<==@FGIVI'%8A0DLEA0T8DB5@XKVBQT,;'UT![=R3RRHPG%V! M7R=9;%.8.J&?= YWJP/OBD#Q6:VNK=P58=QIZC.=QYE:?C02U9_+4L.2U8[C M)!XS[&8Z>.17#>UAJ00?37HDN2"O$TPV>0C5#JSG:-(MS!6)([=M.W13O#$C M2LJL8PZ *W;W:=PNGB/)H9ZPKRQ&))BG="=RS( $W-&P,;Q%0% MU/;H%,V8WXY\8U>*")))+%=H-PV266#2(ZM(Y,7;V[O3O_DGH&;:& "D[P(S MN!U'8DL2.VN_77_&G_/HI\J1R_JCL-&^PIO73:Z=]RNHU#*1Z ]@=/\ 7H'# M'RK7A$=G64PL[0J7]CA_57*@M[].QU[=$RDU/#V,FD#UE::Q-[%@CB*O&BJQ M$UA]/''" NAE)_Y:^A%MGY M T-PEN5J4:;QA_S21QN/)O/[8.YC(JQQJK#0>FH';N M2(I5C)GHS64JI)+.21"TDBI6)>+0LK2AVF@523M]OO\ 370CJP%9;)N8:\UV M[/D&CK5_&?.OAAWSB*1ZX!\,<1E(&[V_H ]=>H&PW[>5>;XUZY3D4^6/Y7*^Q=I8#4Z EM8UHYWHRB0P20ZVA7@K0P1P$R,YLW%C^4T MP=1L1""=69B.GV(7S3^-QM 6KD]R>VP'P\?7L0100.(XH(Y$67R2I!)&H1C$ M=&T MQZ-/9:U=BB>1Y93$OQ68#SQ5XU5Y'AW2,H;N[@_Z]7\H:,M=CRE0P5T_C\>S MJ7VU!\FT-%VF&0Q/(JK'V4L2%#$Z+V/01JUAJ$\L-R:/Y@>=A/'6:29_'++' M$*EZ"**6*02RJ">P,?HK 'J""<[&7PV$2Z9)*L.4\5/&58[<:RU*B%F>)50Q MF!7JHIVKM.DNC,W;I6HHZ*(! RM+HPW.'8["W<>@5-S!3IWU&A[#\F-#2D"> M\-(KJ5T4=P@*CW.J@:DL=- !Z@?GH'?#Y!:W86G7QSJ\:^Z$[0U>&1M-C M%EU#+H=0 #ZZDJ;39!KF]D^1^X3YHIE1T:,*1IH!JK[4UW(?T@$ '7JI4HP> M:L^:0M7:JB-+:2[828UVJ;9)94CCKJ\EB5C[5 #.Q92=!T1+L=Q>?(6SDJ-N M"CDY['\I8CG@/BI3$ML:+;!++&)*.I,:J%=M&.I &5B8K YIK/R\M)7REN5 MD=FAL&N&:+5(;4B2#=-(*V@CC*^U23J">VI$-$G$G1HR)XZ\"QJGM]=VI%S##3K^ROW?#SBC_X MWB;25XFR(FS-'%33U\;#CZ42_#PLT"RO%.B75$S*VXJ\*,Y+ =9MRUZS#4"* M#?&))'$8612S,Y1A&21M "G<=JZ:G777O_GK#?96+P,I\D>_X+L-?^/I M_J#2'>9C',(U(T1@'!CWHH!<]SKIJ3IV7H#A""\)UCC#/(20-0SA&D ;0Z!6 M 7_ 2 >W1!LJ5X9 '\DE?U#1L$>5]OL+:J^C>0D'370?Z^A3;N:PS+[45B M3'&FH W'ML.I.Y?SJ=?\]!9G#<#'-(W(J=RF'$5@Y\:+ MLU]VY=2%5E)%4H\LA,TDC/*^DCNS!CN;;MTT)&P!=!IV4: >FG4:832N_D _ MZDT4J5)U.@8E=K[@Q'_P/^NO1#H15# A>VG?3HIRP& N9 MBR1!&[K&OEED!T2*,?MC>7TC10V@U9E4$Z?X'1,X+Y&7W1N'4_@_\-!W)2S'O!)8FCG$ UJQ")M'41B.2/\QOO F5B&.A( ! MU'1*ABT@5C%"965# M(P\,LECQ%&;>[:!1'IJI<,I770=AT,D^0XM!:CB-&>*._-3^8*;*W[;,)MRE MS(2\YM6E M_P"@L$D &AT('IKJ26$!258^T!-==6(TTU]H!_ .O43#%B&8!3MCW>+=J?>==2^A] M/].K58V;,:(88$A(5PRSMN,R+L_[8[K&CN=-VNXZCL=.@>PYU9AN4,I&H[Z$ MZ#0D:>HZ&.AW@VZ,DFG8 Z]F(*A]3J.R%2!J#KKU4SU3I#0FGL15Z_\ NC,L MY#6L')PJ]A'8(D)E0R[BIC!WAW M 37?J%*_\CU<,WV$YCBU?$5HYX\C6O5M-C6(R LMJ&62"Q6I(HD>V\1C]SC: MJ '<>X'4P9S4>BB\VI;4;MNT$[@4T"A_3:%)/?3T/H.F%Y+8*I\QA=D &T%U M!9&V]SMU&S<3IIVU!'51+&I2OQE+(Q7&H\0!;<9-I&BJ>X T![]&4M222RBXN\B9"KD&04+JB(N'B#+#%O1RR63" MNW1P)-5 [CN09KV,>E$R2$O%N;;+J2P;NJQ2E]H@N1O&>QTW#737TZ&4;KQC MR;2H=2Q!]I#*54#L-1Z>FFFIT].BEMM0-CA@&1=5*%E4@KHP*^Y@0!ZZZ=OQ MT2%>,OPP64%^HEJG*-LH94,T!)+>6K(%+*%.C$ ^X'_/?H$=^&,3SJ@+CQ9G]L<*1DE MI#&$!" ;1M(4M_D$Z]5-87?P_%UTR9$$ZR$XZ4I/*(EKV:ZL)5F@*L98RIUC M5&V,3J3^-42X690$R.+3QJT5D&,21Z.BKO+;8@Q8#NV@'8_Y/;JH?(2@,6[> M4(*Z(?$Z@;0&8 ;1J?3N?]>J@]56(!=616T *G:Y(]R,3HPW=S^1_J.G8(M( MH:,%U5E&W73:93L9AW525 :,!B"1V]?QT":46;$1 \5>SL)1RGR(8)#H59@? M&TC.Q(.O8_GMV,5&)EAHX&' WTCL&5S\VX#(LLI:?RTPJQQI#$@?>"N\*H( M 'J\'.SA+/D5->:M4\5;^/JV,@NP5Q) 4EMBA)NKS.B3^,.P))9-2?P"$INW M8XX4N[8:<4E2&Q.BJLSK*\#RV#/)'"SN5.@DT]C::]M"0HTWY5?R,N5LV; $55B E6!*S)NW-75 #[0=2Q/?K+<3/@T%KD,^18JL>"@A6WDU<10 MQV9(5 JT3,X6%_-(F^0':0NYB==-:EU]K*GS$?S37AOF1-L3&Q5IR1Q.\BZ^ M&5-T3&3<[>-5 C4;2Y.H'1D97R8WPA$EK.-YC%E4*1QHC:,2ZI++.&CT,C * MS.-I(!;JA3_("\^ZJ2LBQSV(X)H=\JF!74G=$Q3OX"=.Y"$'\CJ#"[R/&8BF M)<@\D4@)DKX^L0UFR=L8,:1Q;/;^V=SMV7_)UT-R8RUIY'R*;/79[EZ 1_(< MBI24DUZ"-XE#(I*F6W(L8W-H%[>@T&F6\8,DDL#,_A$@3W*DOYZ*(0[SM(" M[0!Y0 !M(TU1 21K^._026A:9ZAB(WM6L0:N[JQB6/L!'#HVC"-F]S=CIZ:# MN1:7"4O7LL%C=!7#%[NDL#*(P5V61<?Q8_*5&Z,;BW90NG5C-7ACHJYGD2 M)PQ#!65(RY9]"A$TC;MQ[=OU,2?7JHEM19"PB78Q6-6,AD U9542>0#NP"N M==""""1IU4.:3R;1(E::9MA$AW2M\>1I$5"2=D>LJDZ*!KJW5#U$EE1\S2*. M*"41_)9WC225D*A(&\L=7_;>53*6$FF@ 8,1T&3BY9L1?$LV8I(8HE&DQ^/, MC+MG@0;U):,1Z@Z :-KZDGJB!_8&=_\ N.MR62OB[5FC9J5L3B\G&LIRN2R M!+,LE:*3SKCJ]0R22NVPMIL!]P/6;K:S>G/2U99IYY95CE>P\]B3VG_N3LS2 MC0=E#;CIW TZRT12W)&[2?N$:; ="%'<:J5&W=I_P >HI)Y65UD#NI VE6' M9?7:P[D*3ZC7OH>_^.BO5=VD"@F660;BNA7370'3LR*!M'H!J=>@)9IM6".) M60@$QQERVG8!=%U8J!W.@VZ'7TZ G7=(DSMO+>]E7*DB2SCPUK$K;XIJY>9%D*"2-0T#U581NI 8.& M&HZ'0RIAK=V6M6QU)IC.%GD"/&4CC!(,S32M^W7KEF5F<@LW8:]M2Y/&=RU- M98J>&0Q4:Q85:\=FUY9%DU75'.I,C R:G7OWZ&1]84X4(D5I665?((VV".$LV\;RX0.ZZ$;@ M0IT_ /0-T[0/*[1E477=&#M\CPLW[6XIZ.>Q;O\ _F/17LK*B(--_DU8CL5U M&@)/YT&A[?D] WD*-NR218]Q!4@#0DG]).I )_\ AT$EX[Q^_P @R$->K$\@ MU9F"KMW1JIW^\@B*(>K2-[5 [GT!)G#8?(<*BI\77%XF6"K:KO7:X[2/#'/9 MLV5B*S2[)'9::0$Q0A#(S;V+ ]:PSG:ILXU;'B[4=?)RAFBW*2P'[;:_C3J+/E$JDI>59-NT;$:/T('C/D9CK"695([*"1IZG_ #%/ M+),M)TDF@WEA++&REIBLZR.600@QB&.-=_?0=CKIIT#')(C-*S,2TQC",7 7 M:.XT4 (GD5=-%T[?D] Q6)TW?O2 !EU5 0B#: //(7*^0GT51J 0"1^.B[(7 MR!=2('D]@D4 ZI&JD@AU12/W-S=C_J==.BX^2.(3.RQ!]QDD5B)W&T;='$CR M::E1IZ=SIZ=0T6PP12_O2%I,?%859+2PLX@\@E%=V@&W]F9H]-H/;0DGTU?@ MS_:;<7BQUW))3D,4MB2QSO&6@\<]>>,J?<=8V&Y3W!K-X\+ M@L<9QMW'+);LU:^LIO91,Y98969@K%YF#1DL 1)$5T[:F6-2 M]*KECDE5ID$H W>;568*Y 7>"H]&W@%?]-3Z]3#9O.P1S;U/D+(5?V[550RE M6]IT#!M?\$COT4B.[:0"Q#Z,0-2-4[ ]]5.NNG^OXZGT?1)8;QJR:@ LOH% M&I<,H+:-[RVI!U].HL(' ]P]RZZ@LH773_J.T#L&'_P'5:%:(0K$MN;L=/4^ MNAU_#-Z]1!TKEP4[J&U*(JZJ #J=?3U)U)_)Z&-$KH(T![R.^[8FC%E0:KKV M(U;=N[#4::?GMT00*WZ_(0J[=$.FT(0 ^H4@:N1VTZ+$LBB#,D1.J=M.V[<6 MU*E0O=B21H!Z]7\,V]GBM@[-B%W*!$AG2JYD=8UB=]VY6CU5GE]6VC7VC4Z$ M],)GY2["XV".">W51I9IZZ0.\A6M7QU4QHD]AI)9/(T]IMP711M5M!J3UIFU M9?'A5QT1L26(-J,U6&-$.BR3[&LNJ* )"HA4>A.H)U_)K-IL^P9L<\F-F189 M9H*\L:1@$^%)2)XO+"%\3B/>=-="6?OZ=%BOJE-Q7-@0^UMZ+(S*D<;D!QN7 MU"Z,"=-& )TZC7'V5I%##Y7,H9-%WQPZF41[%U<.0%?<6_)['_/1.4CIW0:3 M8W:RUW0R1E65FW@;8E$^H6AEZ;.R_(R$<.Z_ 6437:]=0%L- J@PHOND4!SW)/XZJ6; M1C,XEJDD-^!=M2T==FUU>O(-@DB<-JQVD@ER1N4@CU/47PC_ )GE+ZLKZMH# M$OM6,, Q/?N%]=="=/\ GT4?X0-T>K#8PE62,EB0>Y8 =]=6[_Y]>_0'0V5E MDE2U,TCE5+32$:E5"[46235F0J@ !_X#H@UZQKO!/"3'(LITA9MLR,C*5D=2 M%727=[="=?3_ !T%G8:U1S8ABO01O=7C>]D,WDT4 ;69FE4%DE!0#1HVT8@$[3VZHL7Z^BK5(#8G7=&DC MUZ91=SR!2TDTC[_^YHY55.W10NO^3U8E7!0@CL#VK'#&Z':5?S;D9574QJ$4 M%S^G33_\O5G^&2::F*0\;A)M9]\#!'#)["L9;;M(":#37\Z$Z'J*5HKR12B< M('0*\.Q=B;1ZA1J?<@'H3WU[>FO50@FM3"-4>(M/'%H#K^R2K!= [CNK&0:? MXU_&G4Z4V>=2T3C4#U)/ZED'NV%54@J-#WU&GX_T N3_ ',7E90%T "-J=RZ MG3;Y"J[2IU[G\@Z= WOD,?0QTHEMU:=&M/+>NQLDJRY ,YTCCF618XO>L:+" M?6&K 9?D6!*YCCU [NA]O MN[1:R AJPMI>GIQ&U/1@C!,DABVQI+)"Y;6+> TFH++W;HN M5NR8N*/%4\?Q3Q0U D,T4,]SYD]M;\%R77+_ !!8HPRI*JB2&,^0,QW;0 09 M[5K8DS/'!%'$^)7*NUU+DM.66;(RM99!OFF,>D+Q;=BZ'LZ$G4D'HUS]&],W MDIYK&P*]N1S-9N7V2S*9F"-*?$"D9C8Q]@WM4#30:=#244LDX4&1]HC4 MQ1KNT5?0 '0G7H@C2,QJK)N;"TZJ5;D$*6HKEH0,%F@D,MN$;HH_& M%&H8.?U;4T'<=NM1*N'%TFDKB2*/8VCI$5 !1$8GLI D81D+NU8^BDG7JLE MR-*KN(8Q8$@D7?$OCW(NQB\A5RJB1^R@!BVIZ"9XBC'3037$8"6.0R5BTCB( M2*?$DA8KJD/=HQV[D=4);"K?LTX_%+=%5MT$ D<1P>2P=[%6=H_(S^]BP/YT MT/?(7[

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end GRAPHIC 13 g910850g05w72.jpg GRAPHIC begin 644 g910850g05w72.jpg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end GRAPHIC 14 g910850g24p57.jpg GRAPHIC begin 644 g910850g24p57.jpg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g910850g25a92.jpg GRAPHIC begin 644 g910850g25a92.jpg M_]C_X0 817AI9@ 24DJ @ /_L !%$=6-K>0 ! 0 !D M #_X0.%:'1T<#HO+VYS+F%D;V)E+F-O;2]X87 O,2XP+P \/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B \ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835 @0V]R92 U+C,M8S Q,2 V-BXQ-#4V-C$L(#(P,3(O,#(O,#8M M,30Z-38Z,C<@(" @(" @("(^(#QR9&8Z4D1&('AM;&YS.G)D9CTB:'1T<#HO M+W=W=RYW,RYO&UL;G,Z9&,](FAT=' Z+R]P=7)L+F]R M9R]D8R]E;&5M96YT&UL;G,Z&%P+S$N,"]S5'EP92]297-O=7)C95)E9B,B('AM<#I#'!A8VME="!E;F0] M(G(B/S[_[@ .061O8F4 9, !_]L A ! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! @(" @(" @(" @(# P,# P,# P,# M 0$! 0$! 0(! 0(" @$" @,# P,# P,# P,# P,# P,# P,# P,# P,# P,# M P,# P,# P,# P,# P,# P,# P/_P 1" !# /0# 1$ A$! Q$!_\0 IP ! M (" P$! 0 D*!P@%!@L!! ,! 0$! 0$ ! M P($$ !@(" 0(#!0(("0T! ! @,$!08'" )$1(3(10*,2(5%AI- 3%#X@ CR#E MU^9.GR/8EW2=?Y#2/8CH;3MH\#Q'J&P[)Z(2;V0G:[$HG)\U8[1BJ9.L],S; M(")U#J-*\S('VK_#QRCC%>UX?W)J-,=]-5=_\9$RIJWE:%R##-A;-[-7S>N( MO=#E'*7NEAKU2Y#V9RNOA])P3.HF+1W[9C-EEDP]?!Q4N7AFX7!R. . . 5Y M=(.R;8_9[NPWXT]N;BIP.OVJ6.;C#X^J%:@R)R,W9(/*6-J_^?;C9I!1W+R$ MVXBYARBFT;&:1K=)4?V*BO[;DR:5*76J\LL-EP*4#5:)2&^,L;SK&K0Y5%7DU*)MI*==*J/))V[> M+J*CY.4@$3)#3LE2TE]#H'5'D[NZN&\FW4!V'41U7=98=M9C8Y=2%1I-=JT7 M;D+XT9T>*PC8JT@G-7VEOZ #M9\[?K/Q*=)L=59)TJHD>EM=?%<=RQ?P9#@# M@#@#@#@#@#@#@#@#@$'_ &=]@VS>-<^X!Z[NO2B4FY[L;(5V3?NWD4]!LFI[B2160A\L[7W+7S:[33.^2:YB"QYRPE3%,>V[7Z\V]19&O/)V&;5^KLI:J&41 M554$[%P==JW5]+E!R5)LYAUQBT^&52+1GD/'GS\/M\_P>/X_/*8G"V2QP%.K ML];;5,1M=J]7AI.PV.?F':+")@X*%9+R,M+RCYR=-NSCXU@V4665.8")ID$P MB !P"J#$Q&9_J1,S3E@GYV\X4Z5\*WAS!U2K0;E_5;QO7=ZJ_%-[/3CTGLO& M&.&#U'[I1 2L2B5%$HRPN7,9-S;3J7_I_0ELVFWLZY>E'!M/Q[+MJSC9@TA5 M"XDUDPE7XMQ?;.U:^&RDFRJ[9RP1CXUR[3\/+#..FS=PY XJ.5W/DIJ<3-=C M*L.:?JWMRLC6=W7]4=7\3X^C%E!"';W1&Z9QR8Z0\B5-=:,J;ZE0+-9;X"** M;1^4@_=!8_VC,FRZ97N9BF)^J%[=\2OV\KF?"^&9:OJJ!ZV%^P'E/%";E(1^ M*;"?2ML<1%;P/W3F1<@ _:0WV"+\,>-R?[KQ^IST_P!NK%7\4[!0#G4/,-A< M,XN!/BE%I)N?3\T*3L4I-J$7_&]9_H2!=8'8Q0NR+7/!)!PZ^*<$8/Q0ZV3W=V'[DQ@F-JMR$$1 M2>?MYB>*=E%1;(47$DLWDHCI)N]]3!K@P)G39;K]P5FG M!C,B4YCE&,G"$] @K[8>5"PZX M]3T3>34GH$SG2]G.]#LTV(QR281HF:<06_(=6;V%@2+GFD78,Q8C<%8S,>FX M=I-9)@N51!8I%54Q.F)B&,40$7DO8N/6D]R8/M![G[/JWG*EZ*Z18)6VUWTR M$S9/TZ F=^I3\:1LJS4DXI>XIPSAG)2DT^A43R1F0/(QK'Q( ^?/FZ)T2K4Y MCKY+E6DF@&0NQ'ZD#1^N*[";AZ/Z[Y2UTA#(RF28[$$HU+:J#6O<(H_?.I6G M9&O3R ;Q[<1]R1=Q$O&-O'J<*ID 5 FITIZJTEO)8 PYN'AS?#0B=V:P;)NG ME*OF(SL2U:R10, M5U:D:@76:K6/Y^DM[:E:;(SCDH7R#,@9Z@.U'/?9MEW=6>EL=8 MII>H^!+TI1L-7*!;VY.]WAR_GIYY#N[/)3%D?5DQ6&.8IF_D"LV3;TN)AOZ1 M*0HE,-+A0E]6:;9.[L][]T=A,E:[]).KM-S35,/2!X6_[39>7,ACE>437=-@ M6K!7EFI5;CH-\YCW 1BSU^^D9I!$SEO'$;@54\.OCF5GL>#KD!W5]DW7]F;& MV-NZS4VC4;#65Y@D!7]GL%G.ZKE=D53)"L]FR1-KO59L,;#(&^8D6*2L/-M& M'N.TFKPB1DQ#XYI?VWJ3(]N&]=[T*T'N^V^$8/'V1+'!3V*V5>8W0\Q(TF8A M\@W.!KZTE[U5FH9^Z)^%2XKM%$70)F-Z3#ZR#X&G$2JKBR$NC=R7<3V&X\J; MWK!TCQS*HU.G5-KG_/&3E48+'#G.2]?CI6]XZPS&WS(]19NH2IOI &XKN'TN M^5 2G43:D,D=>&CCKGW,D#C-ONV[%G4AGS:_8? 6&8+='!U@NEB+B!_6[&A5 M)W">/YB%1L,^];5')^A^M[1W*&S58\&6^O7,N=]BM,\ M 9[V2J-,H66,QT5GD>4IE"9SS&O5ZO6U=S+T5F1&RS,],#)+TES'N'GNK^"N MEE"E*4I0#@E)*FEL5;X;-/8UO%V>9-[2>L34/'&1,488HUKT(K$UL#E.)IT% MD8M1M[VQ6>^QD4C8JO/MEUGDLD5L@0ZS=%H=/W5#.3*I(0UQ,QPIZO4[AV.8 MT^HFW^UFEL%9:T*U-K50C;A3\JJ.\19T8R%\?26-)$]@80T.PL62)./>GECI MBB*0)^\IZ@*F8#B'*(?5+RFR4#]^3B7]T#^\L_2FT_BGXA^C7Z"?B7_J_P#: M!_,_Z>_D3\T_AWH_+_XQ_3OQ+Y3W_P +^/R_S?\ 1^0Y^/\ N<]_(F0 M<_VW4+IZP=/O:]>-^KTI*9ULD1ZC2%*U3QNY"8OCY0I0#TM[&>,=&\"8".D( M5PS/Y(Y$!HZTEFWLCL,I,[8$WCB+C&T>ZG+"\ 0 MD"Y5EFD-[M=:XSN>@%K;IUJ]J!3V5&UKP;CO$4$T;$;JJ56O-$;!,"0/!G=F MMKHKJTVF16'XJ.9%XY7./VF'E/,Z=:LR+FB?Q!4L5WJV9\>4>.P[6*Y)3N0I M+)",4XI4?6H]L=61=3Z,VBXCEF94/)?;.0XJF,!"E,8P%$%G.FYY8FU$#BSL M^[''..>JK4)ECBJ9!DCUJFTZNHOX.-O(Q[QTM9LZW&LN55:MA:F'9N 6<-6J M+1FQCD$U'"8OUSH\AZUF(S;/2UZ\=7+WIGJ#AO73)6<+9L'UTC"8R!;%A M7!)18WOIU&IFZV+0?!D4\-+TD=HOJG-],G7@A)0VIF*9ZHXQ;.R^^A7W M,"AC+$"+B.34]1&RP-K+8U_)0#PM)K' ?4;R,\F]:=*2\EP_E,"FITZPL/7? MJ-NXF%K\5'0<.QK^6 9140R;QT:S!UG?%;YR#5DT32;-RKO72BI@(4 %10QO MM$>3R;W_ ,4D?/5EVGZ2:V=A797NAO;>;#!Y=S7D^P5G$#J-Q]:;ZI'45;(5 MN=VQHV=0$=(_@)&D97:M&(IF]LQF;$"$^X4P<'5Q3E3.Q8%F/J=^E^Q1$K7Y MW,-WEX.=CGT/,Q,E@+)KN.E(J3;*LI&.?M%ZX=%TR>M%SI*IG 2G(80$! >4 MR^*_H1?_ $T>2ZR[Q+W'X6Q=//I[ ]1L\ED;"YWB3EF9O4[S6\NUF,=+13OP MZBGTQ4,?09UT%0*J11$0.'J\\AWVK66]S9[Z/S_4"V!_O8R_^AG$'")W^Y?@ MQG]/_P#[X7O!_P ZUJ_VD,O\ODO;[).1[QH=?0CM@ZV.U^O(*QU,L-NC<#[# M/F"9R$5C8\KV(=.Y18 ]HZ\YABYS2*?J_P#K:/P^Z'(.OU0X)E^\;;)#4GJZ MV!#X0[;Y]WVR:J=*G=!U+]=^@&+L#Y'R3;*MFQY+W* M^9M;Q&'K].HN+Q8[$^3CT_QV(A'+&42AZ+'P[!$R:IR$2:@4/'Q#A%[(NJRM MCNO;UWB=1&^?7UG_ %WJ64+58\H3,)%VC#B,WAG($0W992I\TQFJVX3FY:$; M,(47Z*#B.7<**$(#-\N0P^DY@&B.NYI/P=3V8R=/9;^D0PA;K+(+RTPSC,'4 M521<*BX5=,,7;)$QK!'.X,)A7$L#4VI1-Y'R)1X\%G3N98EZ2*%7<=]4.BL- M6F*#%K,8"J5ZE!11324?V7(A7%XLTF[,0H"N[?3D^N3"'@//@ !EV/- MO\DFMCKT+;J]/52R1S:7KMGAI2O3T2\("K24A9IBO&RD3DV""_I,J M:RX\F*7*^"?X\P@/@PA#?M]4JT?.^U20WV[)^M;J3JCIPYKCVTESUL"E&JF4 M&.J[TTDV44D42B":+J Q-4;2Y2]?C[\RV^/DY>!U^F'9;PBXR/A(R.AHADVC M8J(8M(R,CF:14&C"/8-TVK)DU0( $1;-6R12$( !2E Y3 KF?2_%&W(V?!FJX3.JW31;&O=[_T1 MOMU%9)W/ROJI9[9O-9J_:LOM]B-@J7#/Z_CU;&A"43'&0I3'T.5:OJ14*5PT M?S-9D'L2\*W]3F"=,3*J++>XH:G-J4_3M@I^?_S)?R_O8_\ G\_KQ_T\&W_; M^A8)U;9AGKZC_L6RQ-IC(,=/=7<$:\X]!R/ND@7V36,7>;&Z8 /W4%G+IO,) M"(>!%-VH _;\89O3J2^K(,OJS,RVK+&\FLNHM:=JK,,>8OB)YE#>?+9SE3/] MU=5I@X62+\%56L!4HY-(1#R0KU8"_P \WDS3I7I;+Q.I.N5*U&UIPGK9CYDW M9UC#^/:_3T5&Z?MC+RS-H5:RV9Y_"K*6NR+NY)VH/Q44\]/D\LROD M/(=&Q+1K7DS)EK@Z-C^C04A9;?;[+((1<%7X*+0,Y?24D^MS MF[-CD_I0J^/:NW 7K)F^$&T.U '3H#R!TDD)N>J(77/*MRX[U(=2.&NK;"XP MT0:.O^Q5_CX];..<%6'LNYYXCZ7*5*I2;DHO*[C"N.S#\FT\E6?KE%X\]2YB M$0IA=NW]B7'@X(7?J$<.LWK=1M[DYC.HPN;*B]+\'$18<56>(LZD@T4 M_G)+FKS9^V]0" @1P;X^!'AFG4\6C?W1[+3K/.F>JF:)!P9W*90UYP_=IER< M?)UIRP4*"D)Q0PB(B(FEEEOM^/\ '\>#FEBFON57,(WF&T!^J:VDK&7I!K4J M3O12SAC^V3APCH-W-Y,1H5ZJ"99!R!&Y2RV0*'-UQ(XF HRIDD?("<.0U:Y= M*:\%S2;G(6LP\I8K)+Q=?K\''NY:;G9N0:14/#Q;! [I])2DF_5091\>R;)F M4666.1-,A1,80 !'E,"EUT;94H.3?L376D]SIO4# 87T_[B M>Q3KLVLH>-WK_+F1G5PUTE,JT^M3",\NRLEMN-3@ZP]L\:[(@YR+BS(;=ZT1 M1.0KMQ#JMR@=P4A!>2WFNM6BX6ZUBU88M7+Y]KUK^S9,T%G3MVZQ-CINU:M6 MZ9EG#ERX6@")((()$$QSF$"E* B(@ )$2:3MN!@55!%8%2 (#Z@X&N==RO;] M'Y_J!; _WL9?_0SB#D1KW^Y?@QG]/_\ [X7O!_SK6K_:0R_R^2]OLDFP[Q=0 MPW2ZS=D\8QD6$I?*=5QS5BY$I3'CN)Z]^;*)B M:K0@S$Z]2C86*+*3<2R9&DI:07(@V0 XJK*F I"B(^.70RS3VR1&_4I5BMTW MIES%6:A7H.JUR*R!@E*+K];B6$'"1J:^9JR[638146W:L&9%G2YU# FF4#*' M,8?B(CP:=6MD@_4'_NN- O[J6&/_ ,7%\'%^]_DD:X.2HMW&L2=?O<5UN=IL M<8L%C7)TXCK3LO,)IG^2;QGR[FO*SLX< !(XGQ9;73E,##Y_R/2$/B4!Y#:/ M5#@YOHYA'&\795V9]MMD05D:HZR'(:S:U2#Y+W44Z="A#IO9&)6-X*DHUQM6 M:NB)DP\":7>%^ F-YH[/3"CR6SN#$K:R71YMA@_(>67O7'VE9-TYP5E_(L_E MJ2P YQ17G\T?JU\RQ_4G]:?S) M^=/U@\>Q^#_BOYI^/R'M_+?AG]"]7C]MP<_(^?,U5ZX7):GWI=Y&/I4HH3-J M0U+RA#IJAZ57=<''B[99TB _$[9)>S-2>0^ &-_R<'5:]=2BYR-R1XL3 H4 MWD14]10* F, #3S8><>3SLNS3LRV:[U=G:EH_I!5+:YU\<6\&N/Z V!>%E,S MRT*O[CC-.9UU/0C5\5[&-=>"/RK7R5>07+ M\X\\K&330IA=NW]B7?@X*3'U)':%N5K/NEA?7K3+8ZWXH7'!D5.7VNTZ,I,A7V=BJ:F]"S5:P.DI,L-")F232.F4R3L@B41, \AOU1+G-+R6!.VRPO, M>=-VYCZ_2(R$XVU LU5L,HY]DBDE;+/5FE+.Y.5$B* .)&R3)1 I"E*)U H M!\ Y3.-;7Y,O]3]5DJ5UF:&5N73.C(LM4L(KND5/('2/*4.&ERI& ?B IIOB MAX'[/'!+UM_DQ1VC=0FM7:=2ZPRRFZG\=9;QVF^1QGF^BHQRMIKK&262:.&QSJBJ+%N-MB+FA_37WRR# TGVG$>?:& MQ)&T//N,S,D;9'QB#XTFS@;1&/D_D;A7HZ34.Z9IJ*-GT>Y4.=F[;^XL"@1; MC3P18F^FMV#R0S9T39GN7W!S%A%H=!NMC%L6TL$)6';F*4L:Y7NF7\B5Y(IF MY )Y5B'A2^/(%^ >!W\J6TK)/]K;HO@/4/5E7437J&F*7BX\);X_W9.>E+9/ M+S%X9.&UBM+^0G'2X+2TDZ<"Y421*V9 KY!)%(@^G@S=.GE[FO\ U0]8-0ZJ M<&7K!],RW:\Q1UYR@ZR\=5&J5(8ENS@EEVJS4B%5(L"AA XG M6,7QX ."W?-Y.NZ+]3U+TS3G^7VOU!V-RSH'L!9I*1G+;-8>(Y<5">GY=0%YF?8PL+9:+8:E+6!T M)EI((^6)'/5Q%8[/WC**'&L]K2XTLHQ+2OIE*WD.]0%X[$M^]H]\FU:73=1E M"MT]8JI4E54SE$6\D_E;WD&V@P73#T*DBWT.LH4? J^GR')@OS87I21,MV"Z M!TW?C3J?TXD[U/XEJ,P]QRNTL]:C6=EF(AGC>PPT]%1Z+6Q.12>)NB0J;=11 M94RH$,)O)C_$:9S7&N1GS5/ 49JMK7@S6Z&LDC<(G!^,*AC*.M,NR:1TI8&E M1AVT0A+/V#$QV;1T](V YTTA$A3#X#X<$;RVS8#@A6I^JLO6+*[U>.*==XP) MN_Y%SEB^.PBQ;N"IR<==:Z]?6.?LK9N!%%731EC]E*QZQ"@'K/*I)B(>X'#- M>E/G]L$F?49J(32#KTULP.^CTF%W:4=M>?PJJP7GG2GH;,D91T6%;D55, $:1;P_D 3'P-9]76Y\K M4Z!]4[U^3NR6JU/VSQE7UIW(>I!K"O>XF.:&=2D[@&V%9+7)XBBD!UWA\>>."LCP&*:)'I>?6)6""4K;#9F#(T;D'93(4:P4S?FX[#VEY1PEZ72=#HA'1/G*_C&NO!_H[?[CB2< M%^<>>5122;T\UV[?V)?N#@U:W(W&P5HI@6Y;"[ VUK6Z?5F:I8R+3504L][M M"R*IH2BT>'.JFO/6NPN4_;003^XD3UKKG2;)+*D%F73PB@SU<8FS!W:]S-DW M0S1 J?IAC3)$-L'E0!!9_6*^E5%44-=*AGK@X M=8H'AZ;:Z^OBMRR-]0_=Y7-51U*ZJ,8/3KY9[ ]@Z/&VEDQ/[J];U_QK/,K1 M?+;,-T0,NVBD)1FU<%4, )J-XI[X\^T;Q3+KTS;V18GJU:AZ96*Y3ZZT)'U^ MJ0,16H)@G_V;*'@H]O%QC0G@ #T-F34A _D+P9/5Y.>X X X X X X X X X M X X X X X X X!"[V"]3T[V";E:7YTR#G"+BM>=29MG;7.O"M#=S#C(UJ_- M;"T33U_;1M3%C&,II.JP; Z0QKDQ&;9R &$7'W!I-\9:\LFBX,QP!P!P!P#1 MCL>T:H78GJ-D_6.[N20KVR,V\]C>[E1,L]QSE6MBJ]H]U9 D)5Q)'R!A;O4T MS$4P^W9/3M76SOPV2HO8EJ\P5H]SKEN40,VV1 MQO#,2MH?+M(=O"$:W-25K7LKRY404^<04+)IE%NX63:CJX2]4^UD*7:O]-;E MK'N1Y3;+JK%\1NE.GO+[72M6)2FW_&MF1<'E3S^NUH!]&(KQ*3PHJH0*CMH^ MCE!!..5<)"FT0F#2.U8Q9ISA_P"IB[2]+%2X:V_Q'7\NS-5%**<([!5*W8/S MBT(Q+\O\O,3K!@R83J_@GQ=NX%9TN8/6=PJ(B863I]45JC,61OK#=F+%$*1. M(-2L&42R/DCMFLS;6S5W%?7QW)]\.8J[F/:J>O]%Q"FJ M\O9MKCJD4>I5=ZH"CZ/U]P6FA J M3;M\DCZ2.&S1JP7L M%@EEF4Y1F4GK,!09+7+)=V3FB'HMG***K*QW^/.4 MX*^T@LLT<.WARE"7%)*(ZMI+XYV6Y8XY3(< < < < < < < < < < < < < M< < < < < < < < < < BN[*>J;#W87$U*[-K-8, ;:X=52EX'56XY/#OA%Z];U^C)!J?VK=,>YD Q1?;.ZEW9DLD0Y:KGXU7J4BQ.L4 M#*-UZWFV,@U4E4S#Z3B1,Z?G[#"'@1IQP[)\,[*&QG2CKN4USB,K];.,'#0! M-!CL?U-)LK_478&N,\[Q# MUI8,S;V/9Z=@=K$L<54BS5S$,*[4*9-.3N.0K!#-WK6$9+"!U5D(\69TRCZG MB ?M '2ZFM;>$<5KOU,;+;=9SJ6[G=?>JQE.[TQX,W@K1JB*?,ZVX$7.LFX: M.;.T*Y>1=^L[0Z"1E4O=?MEU44S/7TDF5-!$':2X]?[ED0I2D*4A"E*0I0*4 MI0 I2E*'@I2E#P % ^ <&1]X X X X X X X X X X X X X X X X X X MX X X X X X X!QTQ_5$K_5O]6OOZX_JC_PRO]:_^V_X?_%>K@%&SL1_3_\ M5"P_G;_A2/;_ !)U[7ZD_P!IK]7?'O*?_,O[/G])_%_\+[OQ]?GD\GHC;^?^ M1HKBC]#/S9&?E[_A&_G_ )HGL_F3]XO\GZ_47QY_5'_)KT_]_P#L_P"/@Z>? M]_\ @7I^OGQ^@,1Z?[#GCWB>/W?WK_0;Q[7P_#?<^_\ ->/^M\?3]O*>>M_/ KZF\_!R. . . . . . . . . . . . . . . . . . . . . . . . ?_V0$! end GRAPHIC 16 g910850g31w71.jpg GRAPHIC begin 644 g910850g31w71.jpg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end GRAPHIC 17 g910850g49b33.jpg GRAPHIC begin 644 g910850g49b33.jpg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end GRAPHIC 18 g910850g73a63.jpg GRAPHIC begin 644 g910850g73a63.jpg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g910850g75t65.jpg GRAPHIC begin 644 g910850g75t65.jpg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