N-CSRS 1 fp0044314_ncsrs.htm fp0044314

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 811-05426

 

AIM Investment Funds (Invesco Investment 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: November 30

 

Date of reporting period: 5/31/2019

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800 959 4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

*Prior to the close of business on May 24, 2019, the Fund’s name was Oppenheimer SteelPath MLP Select 40 Fund. See Important Update on the following page for more information.

 

 

Important Update

 

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it had entered into an agreement whereby Invesco Ltd., a global investment management company would acquire OppenheimerFunds and its subsidiaries (together, “OppenheimerFunds”). After the close of business on May 24, 2019 Invesco Ltd. completed the acquisition of OppenheimerFunds. This Fund was included in that acquisition and as of that date, became part of the Invesco family of funds. Please visit oppenheimerfunds.com for more information or call Invesco’s Client Services team at 800-959-4246.

 

 

Table of Contents

 

Top Holdings and Allocations

4

Share Class Performance

5

Fund Expenses

7

Statement of Investments

10

Statement of Assets and Liabilities

14

Statement of Operations

16

Statements of Changes in Net Assets

17

Financial Highlights

19

Notes to Financial Statements

25

Initial Approval of Investment Advisory and Sub-Advisory Contracts

44

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments

49

Distribution Sources

50

Shareholder Proxy

51

Invesco Privacy Policy

52

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/19

 

Class A Shares
of the Fund

   

 

Without
Sales
Charge

With
Sales
Charge

S&P 500
Index

Alerian MLP
Index

6-Month

4.29%

(1.43)%

0.74%

3.29%

1-Year

1.45%

(4.17)%

3.78%

(1.12)%

5-Year

(3.49)%

(4.57)%

9.66%

(6.62)%

Since Inception (3/31/10)

3.83%

3.19%

12.10%

4.45%

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Fund returns include changes in share price, reinvested distributions and a 5.50% maximum applicable sales charge except where “without sales charge” is indicated. As the result of a reorganization after the close of business on May 24, 2019, the returns of the Fund for periods on or prior to May 24, 2019 reflect performance of the Oppenheimer predecessor fund. Share class returns will differ from the predecessor fund due to a change in expenses and sales charges. Returns for periods of less than one year are not annualized. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and summary prospectus for more information on share classes and sales charges. Fund literature is available at invesco.com.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 3

 

 

Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP AND RELATED ENTITIES HOLDINGS

Energy Transfer LP

6.41%

Buckeye Partners LP

6.03%

Tallgrass Energy LP

5.71%

TC PipeLines LP

5.51%

Genesis Energy LP

4.85%

Magellan Midstream Partners LP

4.77%

Targa Resources Corp.

4.58%

Sunoco LP

4.58%

EQM Midstream Partners LP

4.56%

MPLX LP

4.49%

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and are based on net assets.

 

SECTOR ALLOCATION

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and are based on the total value of investments.

 

For more current Fund holdings, please visit oppenheimerfunds.com.

 

*

Rounds to less than 0.05%.

 

4 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/19

 

Inception
Date

6-Month

1-year

5-Year

Since
Inception

CLASS A (MLPFX)

3/31/10

4.29%

1.45%

(3.49)%

3.83%

CLASS C (MLPEX)

7/14/11

3.99%

0.71%

(4.20)%

1.64%

CLASS R1 (SPMWX)

5/24/19

4.31%

1.34%

(3.70)%

3.58%

CLASS Y (MLPTX)

3/31/10

4.42%

1.66%

(3.26)%

4.11%

CLASS R51 (SPMVX)

5/24/19

4.43%

1.59%

(3.46)%

3.84%

CLASS R62 (OSPSX)

6/28/13

4.53%

1.78%

(3.17)%

(0.54)%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/19

 

Inception
Date

6-Month

1-year

5-Year

Since
Inception

CLASS A (MLPFX)

3/31/10

(1.43)%

(4.17)%

(4.57)%

3.19%

CLASS C (MLPEX)

7/14/11

2.99%

(0.20)%

(4.20)%

1.64%

CLASS R1 (SPMWX)

5/24/19

4.31%

1.34%

(3.70)%

3.58%

CLASS Y (MLPTX)

3/31/10

4.42%

1.66%

(3.26)%

4.11%

CLASS R51 (SPMVX)

5/24/19

4.43%

1.59%

(3.46)%

3.84%

CLASS R62 (OSPSX)

6/28/13

4.53%

1.78%

(3.17)%

(0.54)%

 

1.

Class R and 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.

Class R6 shares’ returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund.

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Performance shown at NAV does not include the applicable front-end sales charge, which would have reduced the performance. The current maximum initial sales charge for Class A shares is 5.50%, and the contingent deferred sales charge for Class C shares is 1% for the 1-year period. Class R, Class Y, Class R5 and R6 shares have no sales charge; therefore, performance is at NAV. 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 the predecessor fund due to a change in expenses and sales charge.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 5

 

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a float-adjusted, capitalization-weighted index measuring master limited partnerships, whose constituents represent approximately 85% of total float-adjusted market capitalization. The index is unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict performance of the Fund. 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 indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

Before investing in any of the Invesco funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.AIM.LINE (246-5463). Read prospectuses and summary prospectuses carefully before investing.

 

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.

 

6 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 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, 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 May 31, 2019.

 

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended May 31, 2019” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the 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.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 7

 

 

Actual

Beginning
Account
Value
December 1, 2018

Ending
Account
Value
May 31, 2019

Expenses
Paid During
6 Months Ended
May 31, 2019
1,2

CLASS A

$ 1,000.00

$ 1,042.90

$ 17.37

CLASS C

1,000.00

1,039.90

21.16

CLASS R

1,000.00

1,043.10

18.64

CLASS Y

1,000.00

1,044.20

16.10

CLASS R5

1,000.00

1,044.30

16.00

CLASS R6

1,000.00

1,045.30

15.76

       

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,008.00

17.07

CLASS C

1,000.00

1,004.30

20.79

CLASS R

1,000.00

1,006.70

18.31

CLASS Y

1,000.00

1,009.20

15.83

CLASS R5

1,000.00

1,009.30

15.73

CLASS R6

1,000.00

1,009.60

15.48

 

1.

Actual expenses paid for Class A, C, Y, and R6 are equal to the Fund’s annualized expense ratio for that class multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class R and R5 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 7/365 to reflect the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019.

 

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

 

8 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Those annualized expense ratios, based on the 6-month period ended May 31, 2019 for Classes A, C, Y, and R6 and for the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019 for Class R and R5 are as follows:

 

Class

Expense Ratios

CLASS A

3.41%

CLASS C

4.16

CLASS R

3.66

CLASS Y

3.16

CLASS R5

3.14

CLASS R6

3.09

 

The expense ratios for Class A, C, R, Y, R5, and R6 reflect contractual waivers and/or reimbursements of expenses by the Fund’s Manager. 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, if applicable.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 9

 

 

Statement of Investments May 31, 2019 / Unaudited

 

Description

 

Shares

   

Value

 

MLP Investments and Related Entities — 93.7%

Diversified — 4.4%

       

Enterprise Products Partners LP

    5,345,683     $ 149,091,099  
                 

Gathering/Processing — 25.6%

Antero Midstream Partners LP

    12,244,304       149,625,395  

Archrock, Inc.1

    6,732,307       59,715,563  

Crestwood Equity Partners LP

    728,252       25,874,794  

DCP Midstream LP

    3,739,177       113,745,764  

EnLink Midstream LLC

    4,850,000       50,343,000  

Hess Midstream Partners LP

    475,970       9,186,221  

MPLX LP

    4,996,447       152,791,349  

Summit Midstream Partners LP

    2,798,908       20,320,072  

Targa Resources Corp.

    4,059,230       156,117,986  

Western Midstream Partners LP

    4,586,551       133,881,405  

Total Gathering/Processing

            871,601,549  
 

Natural Gas Pipeline Transportation — 16.5%

Energy Transfer LP

    15,878,808       218,174,825  

EQM Midstream Partners LP

    3,604,344       155,347,226  

TC PipeLines LP1

    5,176,277       187,536,516  

Total Natural Gas Pipeline Transportation

            561,058,567  
                 

Natural Gas Pipelines — 1.2%

CNX Midstream Partners LP

    2,725,321       39,953,206  
                 

Other Energy — 12.9%

       

CSI Compressco LP1

    5,432,951       17,494,102  

GasLog Partners LP2

    1,259,632       26,616,024  

Global Partners LP1

    1,800,731       35,798,532  

Golar LNG Partners LP2

    1,622,758       18,223,572  

Suburban Propane Partners LP

    1,224,900       28,050,210  

Sunoco LP1

    5,209,759       156,084,380  

Teekay LNG Partners LP2

    1,913,080       25,118,740  

Teekay Offshore Partners LP2

    99,700       114,655  

USA Compression Partners LP

    3,086,980       52,694,749  

Westlake Chemical Partners LP1

    3,544,043       79,953,610  

Total Other Energy

            440,148,574  
                 

Petroleum Pipeline Transportation — 32.9%

Buckeye Partners LP

    5,034,916       205,223,176  

Genesis Energy LP1

    7,565,701       165,083,596  

Holly Energy Partners LP

    4,901,210       130,323,174  

Magellan Midstream Partners LP

    2,642,492       162,513,258  

NGL Energy Partners LP1

    6,847,842       101,621,975  

NuStar Energy LP

    5,076,317       136,857,507  

PBF Logistics LP

    734,291       14,759,249  

Plains All American Pipeline LP

    4,310       97,449  

Plains GP Holdings LP, Class A

    5,250       118,230  

Shell Midstream Partners LP

    504,406       10,607,658  

Tallgrass Energy LP,
Class A1

    8,167,971       194,316,030  

Total Petroleum Pipeline Transportation

            1,121,521,302  
                 

Production & Mining — 0.2%

Alliance Resource Partners LP

    410,013       7,056,324  
                 

Terminalling & Storage — 0.0%*

Martin Midstream Partners LP

    200,000       1,346,000  
                 

Total MLP Investments And Related Entities

(identified cost $2,990,680,794)

    3,191,776,621  

 

10 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Description

 

Shares

   

Value

 

Common Stocks — 3.9%

Diversified — 3.9%

               

Williams Cos., Inc.

    5,087,084     $ 134,197,276  
                 

Total Common Stocks

(identified cost $153,588,862)

    134,197,276  
                 

Preferred MLP Investments and Related Entities — 2.4%

Gathering/Processing—0.8%

Crestwood Equity Partners LP, 9.25%3

    2,867,200       26,951,680  
                 

Other Energy — 0.5%

       

Global Partners LP, 9.75%3,4
[US0003M + 677.4]

    600,000       15,390,000  
                 

Petroleum Pipeline Transportation — 1.1%

GPM Petroleum LP, 10%1,5,6
(Cost $27,000,740)

    2,000,000       38,560,000  
                 

Total Preferred MLP Investments And Related Entities

(identified cost $63,384,492)

    80,901,680  
                 

Short-Term Investments — 0.7%

Money Market — 0.7%

       

Fidelity Treasury Portfolio, Institutional Class, 2.23%7

    22,205,169       22,205,169  
                 

Total Short-Term Investments

(identified cost $22,205,169)

    22,205,169  
                 

Total Investments — 100.7%

(identified cost $3,229,859,317)

    3,429,080,746  

Liabilities in Excess of Other Assets — (0.7)%

    (23,468,080 )

Net Assets — 100%

  $ 3,405,612,666  

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 11

 

 

STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

GP — General Partnership

 

LLC — Limited Liability Company

 

LP — Limited Partnership

 

*

Rounds to less than 0.05%.

 

1.

Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the period ended May 31, 2019, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during this period in which the issuer was an affiliate are as follows:

 

 

 

Shares
November 30,
2018

   

Gross
Additions

   

Gross
Reductions

   

Shares
May 31,
2019

 

MLP Investments and Related Entities

               

Archrock Inc.

    7,032,307             (300,000 )     6,732,307  

CSI Compressco LP i

    818,809       4,614,142             5,432,951  

Genesis Energy LP

    7,335,101       300,000       (69,400 )     7,565,701  

Global Partners LP

    1,253,830       549,776       (2,875 )     1,800,731  

NGL Energy Partners LP

    5,101,405       1,759,835       (13,398 )     6,847,842  

Sunoco LP

    4,382,608       837,041       (9,890 )     5,209,759  

Tallgrass Energy LP i

    8,440,403             (272,432 )     8,167,971  

TC Pipelines LP

    5,190,531             (14,254 )     5,176,277  

TransMontaigne Partners LP i

    2,095,321             (2,095,321 )      

Westlake Chemical Partners

    3,317,354       321,776       (95,087 )     3,544,043  

Preferred MLP Investments and Related Entities

       

GPM Petroleum LP Class A - Preferred ii

    2,000,000                   2,000,000  

 

           

Dividends and Distributions

                 

 

 

Value
May 31,
2019

   

Return of
Capital

   

Capital
Gains

   

Income

   

Realized
Gain/(Loss)

   

Change in
Unrealized
Appreciation/
(Depreciation)

 

MLP Investments and Related Entities

                               

Archrock Inc.

  $ 59,715,563     $ 1,777,329     $     $     $ (1,165,639 )   $ (6,760,839 )

CSI Compressco LP i

    17,494,102       59,903       2,615                   (134,882 )

Genesis Energy LP

    165,083,596       6,876,819       1,307,952             (1,104,118 )     6,330,491  

Global Partners LP

    35,798,532       1,503,780                   (7,455 )     5,322,052  

NGL Energy Partners LP

    101,621,975       4,814,817                   (168,840 )     37,073,795  

Sunoco LP

    156,084,380       7,933,871                   (24,822 )     16,256,220  

Tallgrass Energy LP i

    194,316,030       8,596,518                   (375,703 )     29,497,613  

TC Pipelines LP

    187,536,516       6,630,944       98,216             (233,649 )     40,209,912  

TransMontaigne Partners LP i

          1,366,884       235,357             12,825,768       (11,620,309 )

Westlake Chemical Partners

    79,953,610       2,972,405                   174,353       2,350,178  

Preferred MLP Investments and Related Entities

             

GPM Petroleum LP Class A - Preferred ii

    38,560,000       1,958,531                         578,531  
    $ 1,036,164,304     $ 44,491,801     $ 1,644,140     $     $ 9,919,895     $ 119,102,762  

 

12 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

 

i.

Is not an affiliate as of May 31, 2019. Was an affiliate during the period ended May 31, 2019.

 

 

ii.

An affiliate due to the Manager sitting on the board.

 

2.

Foreign security denominated in U.S. dollars.

 

3.

Perpetual security. Maturity date is not applicable.

 

4.

Represents the current interest rate for a variable or increasing rate security, which may be fixed for a predetermined period. The interest rate is, or will be as of an established date, determined as [Referenced Rate + Basis-point spread].

 

5.

The value of this security was determined using significant unobservable inputs. See Note 3 of accompanying Notes.

 

6.

Restricted security. The aggregate value of restricted securities at period end was $38,560,000, which represents 1.1% of the Fund’s net assets.

 

7.

Rate shown is the 7-day yield at period end.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 13

 

 

Statement of Assets and Liabilities May 31, 2019 / Unaudited

 

Assets:

       

Investments at value – see accompanying Statement of Investments:

       

Unaffiliated companies (cost $2,467,207,390)

  $ 2,604,726,574  

Affiliated companies (cost $762,651,927)

    824,354,172  

 

    3,429,080,746  

Receivable for beneficial interest sold

    3,819,301  

Prepaid expenses

    396,219  

Dividends receivable

    47,748  

Total assets

    3,433,344,014  

 

 

Liabilities:

       

Deferred tax liability, net

    19,660,029  

Payable for beneficial interest redeemed

    4,260,317  

Payable to Manager

    1,873,230  

Payable for investments purchased

    687,511  

Payable for distribution and service plan fees

    444,291  

Transfer agent fees payable

    391,937  

Borrowing expense payable

    58,227  

Other liabilities

    355,806  

Total liabilities

    27,731,348  

 

 

Net Assets

  $ 3,405,612,666  

 

 

Composition of Net Assets

       

Shares of beneficial interest

  $ 3,434,867,898  

Total accumulated loss

    (29,255,232 )

Net Assets

  $ 3,405,612,666  

 

14 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

STATEMENT OF ASSETS AND LIABILITIES Unaudited / (Continued)

 

Net Asset Value, Offering Price and Redemption Proceeds Per Share

       

Class A Shares:

       

Net asset value and redemption proceeds per share

  $ 7.42  

Offering price per share (net asset value plus sales charge of 5.50% of offering price)

  $ 7.85  

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 6.93  

Class R Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 7.43  

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 7.69  

Class R5 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 7.43  

Class R6 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 7.73  

 

Net Assets:

       

Class A shares

  $ 382,654,861  

Class C shares

    417,021,900  

Class R shares

    9,888  

Class Y shares

    1,648,618,165  

Class R5 shares

    9,888  

Class R6 shares

    957,297,964  

Total Net Assets

  $ 3,405,612,666  
         

Shares Outstanding:

       

Class A shares

    51,562,606  

Class C shares

    60,177,062  

Class R shares

    1,332  

Class Y shares

    214,334,988  

Class R5 shares

    1,332  

Class R6 shares

    123,825,571  

Total Shares Outstanding

    449,902,891  

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 15

 

 

Statement of Operations
For the Six Months Ended May 31, 2019 / Unaudited

 

Investment Income

       

Distributions and dividends

  $ 142,461,873  

Less return of capital on distributions and dividends ($44,491,801 from affiliates)

    (122,847,207 )

Less return of capital on distributions and dividends in excess of cost basis ($1,644,140 from affiliates)

    (9,524,771 )

Total investment income

    10,089,895  

 

 

Expenses

       

Management fees

    11,442,238  

Distribution and service plan fees

       

Class A

    487,889  

Class C

    2,098,757  

Transfer agent fees

       

Class A

    375,651  

Class C

    402,800  

Class Y

    1,566,752  

Class R6

    119,807  

Borrowing fees

    441,101  

Administrative fees

    427,681  

Tax expense

    190,671  

Custody fees

    139,676  

Registration fees

    109,177  

Legal, auditing, and other professional fees

    94,589  

Trustees’ fees

    64,373  

Other

    42,860  

Total expenses, before waivers and deferred taxes

    18,004,022  

Less expense waivers

    (1,167,432 )

Net expenses, before deferred taxes

    16,836,590  

 

 

Net investment loss, before deferred taxes

    (6,746,695 )

Deferred tax benefit

    2,502,267  

Net investment loss, net of deferred taxes

    (4,244,428 )

 

 

Net Realized and Unrealized Gains/(Losses) on Investments:

       

Net realized gains/(Losses)

       

Investments from:

       

Unffiliated companies (net return of capital in excess of cost basis of $7,880,631)

    (17,407,586 )

Affiliated companies (net return of capital in excess of cost basis of $1,644,140)

    9,919,895  

Deferred tax benefit

    1,722,169  

Net realized losses, net of deferred taxes

    (5,765,522 )

Net Change in Unrealized Appreciation/(Depreciation)

       

Investments from:

       

Unaffiliated companies

    61,247,958  

Affiliated companies

    119,102,762  

Deferred tax expense

    (41,480,665 )

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    138,870,055  

 

 

Net realized and unrealized gains/(losses) on investments, net of deferred taxes

    133,104,533  

Change in net assets resulting from operations

  $ 128,860,105  

 

See accompanying Notes to Financial Statements.

 

16 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Statements of Changes in Net Assets

 

 

 

For the Six
Months Ended
May 31, 2019
(Unaudited)

   

For the
Year Ended
November 30,
2018

 

Operations

               

Net investment loss, net of deferred taxes

  $ (4,244,428 )   $ (36,973,599 )

Net realized gains/(losses), net of deferred taxes

    (5,765,522 )     66,302,051  

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    138,870,055       (65,803,588 )

Change in net assets resulting from operations

    128,860,105       (36,475,136 )

 

 

 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

    (15,434,702 )     (28,060,033 )

Class C shares

    (17,585,811 )     (31,336,108 )

Class W shares

          (152,858 )

Class Y shares

    (61,764,184 )     (111,515,504 )

Class R6 shares

    (31,810,117 )     (37,936,649 )

Distributions to shareholders from return of capital:

    (126,594,814 )     (209,001,152 )
                 

Distributions to shareholders from income:

               

Class A shares

          (10,850,584 )

Class C shares

          (12,117,415 )

Class Y shares

          (43,181,237 )

Class R6 shares

          (14,669,790 )

Distributions to shareholders from income:

          (80,819,026 )

Change in net assets resulting from distributions to shareholders

    (126,594,814 )     (289,820,178 )

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 17

 

 

Statements of Changes in Net Assets (Continued)

 

 

 

For the Six
Months Ended
May 31, 2019
(Unaudited)

   

For the
Year Ended
November 30,
2018

 

Beneficial Interest Transactions

               

Class A shares

  $ (13,559,841 )   $ (29,944,602 )

Class C shares

    (11,085,674 )     367,485  

Class R shares

    10,000        

Class W shares

          (2,956,143 )

Class Y shares

    (43,906,659 )     159,560,225  

Class R5 shares

    10,000        

Class R6 shares

    250,559,224       303,792,404  

Change in net assets resulting from beneficial interest transactions

    182,027,050       430,819,369  

Change in net assets

    184,292,341       104,524,055  

 

 

 

Net Assets

               

Beginning of period

    3,221,320,325       3,116,796,270  

End of period

  $ 3,405,612,666     $ 3,221,320,325  

 

See accompanying Notes to Financial Statements.

 

18 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Financial Highlights

 

Class A

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   


Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 7.40     $ 8.15     $ 9.18     $ 9.35     $ 12.54     $ 11.99  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.02 )     (0.11 )     (0.06 )     (0.05 )     (0.04 )     (0.09 )

Return of capital1

    0.22       0.46       0.40       0.41       0.43       0.44  

Net realized and unrealized gains/(losses)

    0.11       (0.39 )     (0.66 )     0.18       (2.87 )     0.91  

Total from investment operations

    0.31       (0.04 )     (0.32 )     0.54       (2.48 )     1.26  

Distributions to shareholders:

                                               

Return of capital

    (0.29 )     (0.51 )     (0.58 )     (0.71 )     (0.71 )     (0.71 )

Income

          (0.20 )     (0.13 )                  

Total distributions to shareholders

    (0.29 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )

Net asset value, end of period

  $ 7.42     $ 7.40     $ 8.15     $ 9.18     $ 9.35     $ 12.54  

 

 

 

 

 

 

 

Total Return, at Net Asset Value 2

    4.29 %     (0.80 %)     (4.00 %)     6.31 %     (20.49 %)     10.59 %

 

 

 

 

 

 

 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 382,655     $ 395,038     $ 466,445     $ 631,417     $ 608,965     $ 872,216  

Ratio of Expenses to Average Net Assets: 7

       

Before (waivers) and deferred tax expense/(benefit)

    1.24 %     1.23 %     1.23 %     1.24 %     1.23 %     1.25 %

Expense (waivers)

    (0.10 %)     (0.10 %)3     (0.12 %)3     (0.12 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred tax expense/(benefit)4

    1.14 %     1.13 %     1.11 %     1.12 %     1.12 %     1.13 %

Deferred tax expense/(benefit)5

    2.27 %     (0.30 %)     (2.49 %)     3.79 %     (13.36 %)     5.19 %

Total expenses/(benefit)

    3.41 %     0.83 %     (1.38 %)     4.91 %     (12.24 %)     6.32 %
                                                 

Ratio of Investment Loss to Average Net Assets: 7

       

Before (waivers) and deferred tax benefit/(expense)

    (0.83 %)     (1.25 %)     (1.16 %)     (1.08 %)     (0.83 %)     (1.24 %)

Expense (waivers)

    (0.10 %)     (0.10 %)3     (0.12 %)3     (0.12 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (0.73 %)     (1.15 %)     (1.04 %)     (0.96 %)     (0.72 %)     (1.12 %)

Deferred tax benefit/(expense)6

    0.15 %     (0.26 %)     0.34 %     0.38 %     0.32 %     0.41 %

Net investment loss

    (0.58 %)     (1.41 %)     (0.70 %)     (0.58 %)     (0.40 %)     (0.71 %)

 

 

 

 

 

 

 

Portfolio turnover rate

    13 %     24 %     13 %     10 %     8 %     12 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.10%.

5.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

6.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

7.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 19

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class C

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   


Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 6.95     $ 7.76     $ 8.84     $ 9.09     $ 12.30     $ 11.87  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.06 )     (0.19 )     (0.15 )     (0.13 )     (0.13 )     (0.18 )

Return of capital1

    0.22       0.46       0.40       0.41       0.43       0.44  

Net realized and unrealized gains/(losses)

    0.11       (0.37 )     (0.62 )     0.18       (2.80 )     0.88  

Total from investment operations

    0.27       (0.10 )     (0.37 )     0.46       (2.50 )     1.14  

Distributions to shareholders:

                                               

Return of capital

    (0.29 )     (0.51 )     (0.58 )     (0.71 )     (0.71 )     (0.71 )

Income

          (0.20 )     (0.13 )                  

Total distributions to shareholders

    (0.29 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )

Net asset value, end of period

  $ 6.93     $ 6.95     $ 7.76     $ 8.84     $ 9.09     $ 12.30  

 

 

 

 

 

 

 

Total Return, at Net Asset Value 2

    3.99 %     (1.65 %)     (4.74 %)     5.59 %     (21.07 %)     9.66 %

 

 

 

 

 

 

 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 417,022     $ 430,103     $ 479,457     $ 517,869     $ 451,373     $ 475,459  

Ratio of Expenses to Average Net Assets: 7

               

Before (waivers) and deferred tax expense/(benefit)

    1.99 %     1.98 %     1.98 %     1.99 %     1.98 %     2.00 %

Expense (waivers)

    (0.10 %)     (0.10 %)3     (0.12 %)3     (0.12 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred tax expense/(benefit)4

    1.89 %     1.88 %     1.86 %     1.87 %     1.87 %     1.88 %

Deferred tax expense/(benefit)5

    2.27 %     (0.30 %)     (2.49 %)     3.79 %     (13.36 %)     5.19 %

Total expenses/(benefit)

    4.16 %     1.58 %     (0.63 %)     5.66 %     (11.49 %)     7.07 %
                                                 

Ratio of Investment Loss to Average Net Assets: 7

               

Before (waivers) and deferred tax benefit/(expense)

    (2.07 %)     (2.38 %)     (2.21 %)     (2.01 %)     (1.65 %)     (2.01 %)

Expense (waivers)

    (0.10 %)     (0.10 %)3     (0.12 %)3     (0.12 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (1.99 %)     (2.28 %)     (2.09 %)     (1.89 %)     (1.54 %)     (1.89 %)

Deferred tax benefit/(expense)6

    0.15 %     (0.26 %)     0.34 %     0.38 %     0.39 %     0.41 %

Net investment loss

    (1.84 %)     (2.54 %)     (1.75 %)     (1.51 %)     (1.15 %)     (1.48 %)

 

 

 

 

 

 

 

Portfolio turnover rate

    13 %     24 %     13 %     10 %     8 %     12 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.85%.

5.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

6.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

7.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

20 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R

 

For the
Period
Ended
May 31,
2019
(Unaudited)1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 7.51  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gains/(losses)

    (0.08 )

Total from investment operations

    (0.08 )

Distributions to shareholders:

       

Return of capital

     

Income

     

Total distributions to shareholders

     

Net asset value, end of period

  $ 7.43  

 

 

Total Return, at Net Asset Value4

    4.31 %

 

 

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of expenses to average net assets:8

Before (waivers) and deferred tax expense

    1.49 %

Expense (waivers)

    (0.10 %)

Net of (waivers) and before deferred tax expense5

    1.39 %

Deferred tax expense6

    2.27 %

Total expenses

    3.66 %
         

Ratio of Investment Loss to Average Net Assets:8

Before (waivers) and deferred tax benefit

    (0.94 %)

Expense (waivers)

    (0.10 %)

Net of expense (waivers) and before deferred tax benefit

    (0.84 %)

Deferred tax benefit7

    0.15 %

Net investment loss

    (0.69 %)

 

 

Portfolio turnover rate

    13 %

 

1.

Shares commenced operations after the close of business on May 24, 2019.

2.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

3.

Less than ($0.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.35%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 21

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class Y

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   


Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 7.65     $ 8.39     $ 9.40     $ 9.53     $ 12.74     $ 12.15  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    0.00 2       (0.07 )     (0.02 )     (0.01 )     (0.00 )2     (0.05 )

Return of capital1

    0.22       0.46       0.40       0.41       0.43       0.44  

Net realized and unrealized gains/(losses)

    0.11       (0.42 )     (0.68 )     0.18       (2.93 )     0.91  

Total from investment operations

    0.33       (0.03 )     (0.30 )     0.58       (2.50 )     1.30  

Distributions to shareholders:

                                               

Return of capital

    (0.29 )     (0.51 )     (0.58 )     (0.71 )     (0.71 )     (0.71 )

Income

          (0.20 )     (0.13 )                  

Total distributions to shareholders

    (0.29 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )

Net asset value, end of period

  $ 7.69     $ 7.65     $ 8.39     $ 9.40     $ 9.53     $ 12.74  

 

 

 

 

 

 

 

Total Return, at Net Asset Value3

    4.42 %     (0.65 %)     (3.68 %)     6.62 %     (20.33 %)     10.78 %

 

 

 

 

 

 

 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 1,648,618     $ 1,688,252     $ 1,698,030     $ 1,598,012     $ 1,376,872     $ 1,772,095  

Ratio of Expenses to Average Net Assets: 9

               

Before (waivers) and deferred tax expense/(benefit)

    0.99 %     0.98 %     0.98 %     0.99 %     0.98 %     1.00 %

Expense (waivers)

    (0.10 %)     (0.10 %)4     (0.12 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred tax expense/(benefit)5

    0.89 %     0.88 %     0.86 %     0.87 %     0.87 %     0.88 %

Deferred tax expense/(benefit)6

    2.27 %     (0.30 %)     (2.49 %)     3.79 %     (13.36 %)     5.19 %

Total expenses/(benefit)

    3.16 %     0.58 %     (1.63 %)     4.66 %     (12.49 %)     6.07 %
                                                 

Ratio of Investment Loss to Average Net Assets: 9

               

Before (waivers) and deferred tax benefit/(expense)

    (0.29 %)     (0.69 %)     (0.66 %)     (0.59 %)     (0.50 %)     (0.96 %)

Expense (waivers)

    (0.10 %)     (0.10 %)4     (0.12 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (0.19 %)     (0.59 %)     (0.54 %)     (0.47 %)     (0.39 %)     (0.84 %)

Deferred tax benefit/(expense)7

    0.15 %     (0.26 %)     0.34 %     0.38 %     0.39 %     0.41 %

Net investment loss

    (0.04 %)     (0.85 %)     (0.20 %)     (0.09 %)     (0.00 %)8     (0.43 %)

 

 

 

 

 

 

 

Portfolio turnover rate

    13 %     24 %     13 %     10 %     8 %     12 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

2.

Less than $0.005.

3.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.85%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Less than (0.005%).

9.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

22 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R5

 

For the
Period
Ended
May 31,
2019
(Unaudited)1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 7.51  

Income/(loss) from investment operations:

       

Net investment income/(loss)2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gains/(losses)

    (0.08 )

Total from investment operations

    (0.08 )

Distributions to shareholders:

       

Return of capital

     

Income

     

Total distributions to shareholders

     

Net asset value, end of period

  $ 7.43  

 

 

Total Return, at Net Asset Value4

    4.43 %

 

 

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of expenses to average net assets: 8

Before deferred tax expense5

    0.87 %

Deferred tax expense6

    2.27 %

Total expenses

    3.14 %
         

Ratio of Investment Loss to Average Net Assets: 8

Before deferred tax benefit

    (0.33 %)

Deferred tax benefit7

    0.15 %

Net investment loss

    (0.18 %)

 

 

Portfolio turnover rate

    13 %

 

1.

Shares commenced operations after the close of business on May 24, 2019.

2.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

3.

Less than ($0.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.83%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 23

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R6

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   


Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 7.68     $ 8.41     $ 9.43     $ 9.54     $ 12.74     $ 12.14  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    0.01       (0.05 )     (0.01 )     0.01       0.09       (0.05 )

Return of capital1

    0.22       0.46       0.40       0.41       0.43       0.44  

Net realized and unrealized gains/(losses)

    0.11       (0.43 )     (0.70 )     0.18       (3.01 )     0.92  

Total from investment operations

    0.34       (0.02 )     (0.31 )     0.60       (2.49 )     1.31  

Distributions to shareholders:

                                               

Return of capital

    (0.29 )     (0.51 )     (0.58 )     (0.71 )     (0.71 )     (0.71 )

Income

          (0.20 )     (0.13 )                  

Total distributions to shareholders

    (0.29 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )     (0.71 )

Net asset value, end of period

  $ 7.73     $ 7.68     $ 8.41     $ 9.43     $ 9.54     $ 12.74  

 

 

 

 

 

 

 

Total Return, at Net Asset Value2

    4.53 %     (0.53 %)     (3.78 %)     6.83 %     (20.25 %)     10.87 %

 

 

 

 

 

 

 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 957,298     $ 706,202     $ 467,945     $ 313,325     $ 193,494     $ 57,153  

Ratio of Expenses to Average Net Assets: 6

               

Before deferred tax expense/(benefit)3

    0.82 %     0.81 %     0.79 %     0.80 %     0.80 %     0.81 %

Deferred tax expense/(benefit)4

    2.27 %     (0.30 %)     (2.49 %)     3.79 %     (13.36 %)     5.19 %

Total expenses/(benefit)

    3.09 %     0.51 %     (1.70 %)     4.59 %     (12.56 %)     6.00 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:6

               

Before deferred tax benefit/(expense)

    0.09 %     (0.29 %)     (0.44 %)     (0.29 %)     0.45 %     (0.82 %)

Deferred tax benefit/(expense)5

    0.15 %     (0.26 %)     0.34 %     0.38 %     0.39 %     0.41 %

Net investment income/(loss)

    0.24 %     (0.55 %)     (0.10 %)     0.09 %     0.84 %     (0.41 %)

 

 

 

 

 

 

 

Portfolio turnover rate

    13 %     24 %     13 %     10 %     8 %     12 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.78%, 0.78%, 0.77%., 0.78%, 0.78%, and 0.78%, for the periods ended May 31, 2019, November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015, and November 28, 2014, respectively.

4.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

5.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

6.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

24 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

 

 

Notes to Financial Statements Unaudited

 

 

 

Note 1 Significant Accounting Policies

 

Invesco Oppenheimer SteelPath MLP Select 40 Fund (the “Fund”) is a separate series of AIM Investment Funds (Invesco Investment Funds) (the “Trust”). The Trust is organized as a Delaware statutory trust, as amended (the “1940 Act”), as an open-end management investment company authorized to 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.

 

Prior to the close of business on May 24, 2019, the Fund operated as Oppenheimer SteelPath MLP Select 40 Fund (the “Acquired Fund” or “Predecessor Fund”). The Acquired Fund was reorganized after the close of business on May 24, 2019 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).

 

Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class C, and Class Y shares received the corresponding class of shares of the Fund and holders of the Acquired Fund’s Class I shares received Class R6 shares of the Fund and holders of the Acquired Fund’s Class W received Class Y shares of the Fund. Information for the Acquired Fund’s Class I Shares prior to the Reorganization is included with information relating to Class R6 Shares throughout this report. Information for the Acquired Fund’s Class W Shares prior to the Reorganization is included with Class Y Shares throughout this report. Class R and Class R5 shares commenced operations on the Reorganization Date.

 

The Fund’s investment objective is to seek total return.

 

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

 

A.

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

 

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 25

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

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

 

26 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

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 economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 27

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

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 investments 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.

 

28 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

D.

Dividends and Distributions to Shareholders – Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year.

 

E.

Master Limited Partnerships – The Fund primarily invests in Master Limited Partnerships (“MLPs”). MLPs are publicly traded partnerships and limited liability companies taxed as partnerships under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Fund principally invests in MLPs that derive their revenue primarily from businesses involved in the gathering, transporting, processing, treating, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products or coal (“energy infrastructure MLPs”). The Fund is a partner in each MLP; accordingly, the Fund is required to take into account the Fund’s allocable share of income, gains, losses, deductions, expenses, and tax credits recognized by each MLP. The Fund will concentrate its investments in the energy sector. Energy infrastructure MLPs are subject to a variety of industry specific risk factors that may adversely affect their business or operations, including a decrease in production or reduced volumes of natural gas or other energy commodities available for transporting, processing, storing or distributing; changes in energy commodity prices; a sustained reduced demand for crude oil, natural gas and refined petroleum products; depletion of natural gas reserves or other commodities if not replaced; natural disasters, extreme weather and environmental hazards; rising interest rates, how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 29

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

charge for products and services. In addition, taxes, government regulation, international politics, price, and supply fluctuations, volatile interest rates and energy conservation may cause difficulties for energy infrastructure MLPs.

 

MLPs may be less liquid and subject to more abrupt or erratic price movements than conventional publicly traded securities.

 

F.

Return of Capital – Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. The return of capital portion of the distribution is a reduction to investment income that results in an equivalent reduction in the cost basis of the associated investments and increases net realized gains (losses) and change in unrealized appreciation (depreciation). Such estimates are based on historical information available from each MLP and other industry sources. These estimates will subsequently be revised and may materially differ primarily based on information received from the MLPs after their tax reporting periods are concluded.

 

G. Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. For the period ended May 31, 2019, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 2.0 percent for state and local tax, net of federal tax expense.

 

The alternative minimum tax (“AMT”) requirements were repealed with the enactment of H.R. 1, Tax Cuts and Jobs Act (the “TCJA”), for tax years beginning after December 31, 2017. Any past alternative minimum taxes paid by the fund do qualify for substantial refundability under the TCJA with AMT credit carryforwards becoming partially refundable prior to, or fully refundable for tax years beginning in 2021.

 

The Fund’s income tax provision consists of the following as of May 31, 2019:

 

Current tax expense (benefit)

       

Federal

  $  

State

     

Total current tax expense

  $  
         

Deferred tax expense (benefit)

       

Federal

  $ 34,016,556  

State

    3,239,673  

Total deferred tax expense

  $ 37,256,229  

 

30 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

The reconciliation between the federal statutory income tax rate of 21% and the tax effect on net investment income (loss) and realized and unrealized gain (loss) follows:

 

 

 

Amount

   

% Effect

 

Application of Federal statutory income tax rate

  $ 34,884,431       21.00 %

State income taxes net of federal benefit

    3,322,328       2.00 %

Effect of permanent differences

    (1,277,682 )     (0.77 %)

Return to provision adjustments

    327,152       0.20 %

Total income tax expense (benefit)

  $ 37,256,229       22.43 %

 

The Fund intends to invest its assets primarily in MLP investments, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLP investments, the Fund reports its allocable share of the MLP investments’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

At May 31, 2019, the Fund determined a valuation allowance was not required. In evaluating a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. Additionally, various tax law changes resulting from the enactment of the TCJA were considered by the Fund in assessing the recoverability of its deferred tax assets. Specifically, the TCJA eliminated the net operating loss carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any net operating losses arising in tax years ending after December 31, 2017. The TCJA also established a limitation for any net operating losses generated in

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 31

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

tax years beginning after December 31, 2017 to the lesser of the aggregate of available net operating losses or 80% of taxable income before any net operating loss utilization. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2019 are as follows:

 

Deferred tax assets:

       

Net operating loss carryforward (tax basis) - Federal

  $ 104,854,282  

Net operating loss carryforward (tax basis) - State

    9,561,915  

Minimum tax credit carryforward - Federal

    76,367  

Excess business interest expense carryforward

    3,957,975  

Capital loss carryforward (tax basis)

    20,772,871  

Organizational Costs

    3,054  

Total deferred tax asset

    139,226,464  
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

  $ (158,886,493 )

Total deferred tax liability

    (158,886,493 )
         

Total net deferred tax asset/(liability)

  $ (19,660,029 )

 

 

32 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2019, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months. Generally, the Fund is subject to examinations by taxing authorities for up to three years after the filing of the return for the tax period. All relevant periods are still open for examination.

 

At May 31, 2019, the Fund had net operating loss carryforwards for federal income tax purposes, as follows:

 

 

Expiration date for expiring net operating loss carryforwards:

       

11/30/2032

  $

24,232,175

 
11/30/2033    

63,882,188

 
11/30/2034    

129,986,547

 
11/30/2035    

153,875,403

 
11/30/2036    

116,663,848

 
11/30/2037    

10,613,012

 

Total expiring net operating loss carryforwards

  $

499,253,173

 
         

Total non-expiring net operating loss carryforwards

  $

52,935

 
         

Total net operating loss carryforwards

  $ 499,306,108  

 

During the period ended May 31, 2019, the Fund estimates that it will utilize $21,172,361 of net operating loss carryforward.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 33

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

At May 31, 2019, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

       

11/30/2021

  $ 29,454,428  

11/30/2024

    60,862,402  

Total

  $ 90,316,830  

 

At May 31, 2019, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

  $ 2,738,252,236  

Gross Unrealized Appreciation

  $ 899,610,982  

Gross Unrealized Depreciation

    (208,782,472 )

Net Unrealized Appreciation (Depreciation) on Investments

  $ 690,828,510  

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

H.

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.

 

I.

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.

 

34 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

J.

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.

 

 

Note 2Advisory 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 $3 billion

    0.70 %

Next $2 billion

    0.68 %

Over $5 billion

    0.65 %

 

For the six months ended May 31, 2019, the effective advisory fees incurred by the Fund was 0.70%. From the beginning of the fiscal period until the date of the Reorganization, the Acquired Fund paid $10,981,363 in advisory fees to OFI SteelPath, Inc. based on the annual rates above of the Acquired Fund’s average daily net assets.

 

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

 

Effective on the Reorganization Date, the Adviser has contractually agreed, through at least May 31, 2021, to waive advisory fees and/or reimburse expenses of all shares to the 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,

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 35

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 2Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

Class R, Class Y, Class R5 and Class R6 shares to 1.10%. 1.85%, 1.35%, 0.85%, 0.84% and 0.79%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause total annual fund operating expense after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expenses on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.

 

Further, the Adviser has contractually agreed, through at least June 30, 2021, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

 

For the six months ended May 31, 2019, advisory fees of $1,167,432 were waived.

 

Prior to the Reorganization, the OFI SteelPath, Inc. had contractually agreed to waive fees and/or reimburse expenses of Class A, Class C, Class W, and Class Y shares to 1.10%. 1.85%, 0.85%, and 0.85%, respectively, of the Acquired Fund’s average daily net assets.

 

The Trust has entered into an administration and fund accounting agreement with UMB Fund Services, Inc. (“UMB”) pursuant to which UMB shall provide administration and fund accounting services to the Fund. For the six months, ended May 31, 2019, expenses incurred under the agreement are shown in the Statement of Operations as Administrative fees. Prior to the Reorganization, the Acquired Fund paid administrative fees to UMB. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund. Prior to the Reorganization, UMB Bank, n.a. served 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. Prior to the Reorganization, the Acquired Fund paid transfer agent fees to OFI Global Asset Management, Inc. For the six months ended May 31, 2019, expenses incurred under these agreements are shown in the Statement of Operations as Transfer agent fees.

 

36 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 2Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

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 Plan, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of the Class A, 1.00% of the average daily net assets of Class C and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the 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. Prior to the Reorganization, the Acquired Fund paid distribution fees to OppenheimerFunds Distributor, Inc. For the six months ended May 31, 2019, 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 May 31, 2019, IDI advised the Fund that IDI retained $3,243 in front-end sales commissions from the sale of Class A shares and $0 and $47 from Class A and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. From the beginning of the fiscal year to the date of the Reorganization, OppenheimerFunds Distributor, Inc. retained $89,908 in front-end sales commissions from the sale of Class A shares and $72 and $14,817 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

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 37

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 3 – Additional Valuation Information (Continued)

 

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 May 31, 2019. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

 

 

Level 1 —

   

Level 2 —

   

Level 3 —

   

Value

 

Assets Table

                               

Investments, at Value:

                               

MLP Investments and Related Entities*

  $ 3,191,776,621     $     $     $ 3,191,776,621  

Common Stocks*

    134,197,276                   134,197,276  

Preferred MLP Investments and Related Entities*

    42,341,680             38,560,000       80,901,680  

Short-Term Investments

    22,205,169                   22,205,169  

Total Assets

  $ 3,390,052,746     $     $ 38,560,000     $ 3,429,080,746  

 

*

A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the reporting period in relation to net assets.

 

38 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 3 – Additional Valuation Information (Continued)

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Beginning balance November 30, 2018

  $ 39,940,000  

Transfers into Level 3 during the period

     

Change in unrealized appreciation/(depreciation)

    578,531  

Total realized gain/(loss)

     

Purchases

     

Sales

     

Return of capital distributions

    (1,958,531 )

Ending balance May 31, 2019

  $ 38,560,000  

 

The total change in unrealized appreciation/depreciation included in the Statement of Operations attributable to Level 3 investments still held at May 31, 2019 is ($1,240,000).

 

The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for those investments classified as Level 3 as of May 31, 2019:

 

Assets Table
Investments,
at Value:

Value as of
May 31,
2019

Valuation
Technique

Unobservable
input

Range of
Unobservable
Inputs

Unobservable
Input Used

 

Preferred Stocks

$ 38,560,000

Discounted Cash Flow Model

Illiquidity Discount

n/a

10%

(a)

 


 

Average Estimated Yield

11.0%-13.5%

12.3%

 

Total

$ 38,560,000

         

 

(a)

The Fund fair values certain preferred shares using a discounted cash flow model, which incorporates an illiquidity discount and the expected yield based on the average yield on comparable companies’ equity. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could increase (decrease) significantly based on an increase (decrease) in expected yields.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 39

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

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 period June 1, 2018 to May 24, 2019, the Fund engaged in transactions with affiliates as listed. Securities purchases of $96,810,270 and securities sales of $12,304,890, which resulted in net realized gains of $1,569,110.

 

For the period May 25, 2019 to May 31, 2019, the Fund did not engage in transactions with affiliates.

 

 

Note 5 – Trustees’ and Officer Fees and Benefits

 

Certain trustees have executed a Deferred Compensation Agreement pursuant to which they have the option to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Invesco and/or Invesco Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities, if applicable. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

 

 

Note 6 – Cash Balances

 

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with UMB Bank 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 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.

 

40 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (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 period ended May 31, 2019 was $589,523,849 and $431,492,474 respectively.

 

 

Note 8 – Share Information

 

The Fund has authorized an unlimited number of shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

 

   

Six Months Ended
May 31, 2019
(Unaudited)

   

Year Ended
November 30, 2018

 

 

 

Shares

   

Amount

   

Shares

   

Amount

 

Class A

                               

Sold

    8,526,062     $ 62,409,304       16,951,713     $ 137,811,195  

Dividends and/or distributions reinvested

    2,011,761       14,977,645       4,744,160       37,709,710  

Redeemed

    (12,360,650 )     (90,946,790 )     (25,521,144 )     (205,465,507 )

Net decrease

    (1,822,827 )   $ (13,559,841 )     (3,825,271 )   $ (29,944,602 )

 

 

 

   

 

   

 

   

 

 

Class C

                               

Sold

    7,576,269     $ 52,017,033       12,419,761     $ 95,171,824  

Dividends and/or distributions reinvested

    2,497,474       17,406,229       5,725,377       42,992,829  

Redeemed

    (11,742,621 )     (80,508,936 )     (18,087,520 )     (137,797,168 )

Net Increase/(Decrease)

    (1,668,878 )   $ (11,085,674 )     57,618     $ 367,485  

 

 

 

   

 

   

 

   

 

 

Class R*

                               

Sold

    1,332     $ 10,000                  

Dividends and/or distributions reinvested

                           

Redeemed

                           

Net Increase

    1,332     $ 10,000                  

 

 

 

   

 

   

 

   

 

 

Class W

                               

Sold

                        $  

Dividends and/or distributions reinvested

                    25,412       209,333  

Redeemed

                    (386,554 )     (3,165,476 )

Net decrease

                    (361,142 )   $ (2,956,143 )

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 41

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 8 – Share Information (Continued)

 

   

Six Months Ended
May 31, 2019
(Unaudited)

   

Year Ended
November 30, 2018

 

 

 

Shares

   

Amount

   

Shares

   

Amount

 

Class Y

                               

Sold

    68,601,242     $ 523,645,753       108,238,869     $ 904,823,509  

Dividends and/or distributions reinvested

    7,785,178       60,013,077       17,868,373       146,380,279  

Redeemed

    (82,959,374 )     (627,565,489 )     (107,923,546 )     (891,643,563 )

Net Increase/(Decrease)

    (6,572,954 )   $ (43,906,659 )     18,183,696     $ 159,560,225  

 

 

 

   

 

   

 

   

 

 

Class R5*

                               

Sold

    1,332     $ 10,000                  

Dividends and/or distributions reinvested

                           

Redeemed

                           

Net Increase

    1,332     $ 10,000                  

 

 

 

   

 

   

 

   

 

 

Class R6

                               

Sold

    51,567,742     $ 396,581,993       60,136,872     $ 498,343,690  

Dividends and/or distributions reinvested

    3,735,558       28,994,569       5,734,064       47,079,209  

Redeemed

    (23,378,157 )     (175,017,338 )     (29,584,195 )     (241,630,495 )

Net increase

    31,925,143     $ 250,559,224       36,286,741     $ 303,792,404  

 

*

Class R and R5 shares commenced operations after the close of business on May 24, 2019.

 

 

Note 9Borrowing Agreement

 

The Fund, along with Invesco Oppenheimer SteelPath MLP Alpha Plus Fund, Invesco Oppenheimer SteelPath MLP Alpha Fund, and Invesco Oppenheimer SteelPath MLP Income Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Adviser consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities

 

42 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 9Borrowing Agreement (Continued)

 

or other assets of the Fund. The Fund is not liable for borrowings of other Funds in the Trust. If applicable, securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.75% per annum. An unused commitment fee at the rate of 0.30% per annum is charged for any undrawn portion of the credit facility, and each series of the Trust will pay its pro rata share of this fee. A facility fee of 0.10% was charged on the commitment amount, and each series of the Trust paid its pro rata share of this fee. The borrowing is due November 15, 2019, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the six months ended May 31, 2019, the Fund paid $441,101 in borrowing fees. The Fund did not utilize the facility during the six months ended May 31, 2019.

 

 

Note 10 – Independent Registered Public Accounting Firm

 

The Audit Committee of the Board of Trustees appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal periods ending after May 24, 2019. Prior to the close of business on May 24, 2019, the Predecessor Fund was a separate series of an unaffiliated investment company and its financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”).

 

Effective after the close of business on May 24, 2019, the Prior Auditor resigned as the independent registered public accounting firm of the Fund. The Prior Auditor’s report on the financial statements of the Predecessor Fund for the past two fiscal years did not contain an adverse or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Predecessor Fund’s two most recent fiscal years and through the close of business on May 24, 2019, there were no (1) disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report; or (2) “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 43

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts

 

(INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND)

At meetings held on December 14, 2018, the Board of Trustees (the Board or the Trustees) of AIM Investment Funds (Invesco Investment Funds) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved (i) an amendment to the Trust’s Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) to add Invesco Oppenheimer SteelPath MLP Select 40 Fund (the Fund), (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. to add the Fund, (iii) an amendment to the separate sub-advisory contract with Invesco Capital Management LLC to add the Fund, (iv) an amendment to the separate sub-advisory contract with Invesco Asset Management (India) Private Limited to add the Fund, and (v) an initial sub-advisory contract with OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts). Additionally, on March 26, 2019, the Board re-approved an initial sub-advisory contract with OppenheimerFunds, Inc. following its change of control as a result of the acquisition of OppenheimerFunds, Inc. and its subsidiaries, including the Oppenheimer mutual funds (each, an Oppenheimer Fund), by Invesco Ltd. (the OFI Transaction). After evaluating the factors discussed below, among others, the Board approved the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

 

The Board’s Evaluation Process

The Board noted that it had previously approved establishing the Fund at the Board meeting held on October 23, 2018 and that the Fund was formed to acquire the assets and liabilities of an Oppenheimer Fund (the Acquired Fund) with the same investment objective and substantially similar principal investment strategies and risks At the time of approval, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or any of the Affiliated Sub-Advisers except OppenheimerFunds, Inc., which was not affiliated with Invesco at that time.

 

In approving the investment advisory agreement and sub-advisory contracts, the Board followed a process similar to the process that it follows in annually reviewing and approving investment advisory agreements and sub-advisory contracts for the series portfolios of funds advised by Invesco Advisers and considered the information provided in the most recent annual review process for those funds as well as the information provided with respect to the Fund. As part of the approval process, the Board reviewed and considered information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board reviewed comparative investment performance and fee data prepared by Invesco

 

44 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

Advisers and an independent mutual fund data provider. The Board was assisted in its review by the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees, and by independent legal counsel.

 

The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. This information is current as of December 14, 2018 and March 26, 2019 for the sub-advisory contract with OppenheimerFunds, Inc.

 

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

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

 

The Board reviewed the nature, extent and quality of the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who will provide these services. The Board’s review included consideration of the investment process oversight and structure, credit analysis and investment risk management to be employed in providing advisory services to the Fund. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds and will provide to the Fund, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such business. The Board reviewed and considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds, including the Fund, following the OFI Transaction. The Board concluded that the nature, extent and quality of the services to be provided to the Fund by Invesco Advisers are appropriate and satisfactory.

 

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 45

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.

 

B.

Fund Investment Performance

 

The Board noted that the Fund would continue the historical performance information of the Acquired Fund following the consummation of the OFI Transaction. The Board considered the performance of the Acquired Fund and the fact that, at the closing of the OFI Transaction, management anticipates that the Fund will be managed pursuant to substantially similar investment strategies and by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

 

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2017 to the performance of funds in the Morningstar performance universe and against the Fund’s benchmark index. The Board noted that the Fund is taxed as a regular corporation, or “C” corporation, rather than as a regulated investment company for U.S. federal income tax purposes. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

 

C.

Advisory and Sub-Advisory Fees and Fund Expenses

 

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Morningstar expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.

 

The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for at least two years from the closing date of the OFI Transaction in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

 

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

 

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other similarly managed third-party mutual funds advised or sub-advised by Invesco Advisers and its affiliates, based on asset balances as of December 31, 2018.

 

46 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

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

 

D.

Economies of Scale and Breakpoints

 

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board also considered that the Fund may benefit from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund will share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.

 

E.

Profitability and Financial Resources

 

The Board reviewed information from the 2018 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an independent consultant. The Board noted that Invesco Advisers will continue to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Invesco Funds, and the profits estimated to be realized by the Fund, to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

 

F.

Collateral Benefits to Invesco Advisers and its Affiliates

 

The Board considered various other benefits to be received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees to be received for providing administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; and that the services are required for the operation of the Fund.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 47

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

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

 

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds with respect to certain investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers will receive from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the amount of advisory fees to be received by Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

The Board also considered that an affiliated broker may receive commissions for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers may use the affiliated broker to, among other things, control order routing and minimize information leakage, and the Board was be advised that such trades will be executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

48 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments Unaudited

 

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) on Form N-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q (or any successor Form) on the SEC website at sec.gov.

 

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

 

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

 

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

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 49

 

 

Distribution Sources Unaudited

 

For any distribution that took place over the last six months of the Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. For certain securities, such as Master Limited Partnerships (“MLPs”), the percentages attributed to each category are estimated using historical information because the character of the amounts received from the MLPs in which the Fund invests is unknown until after the end of the calendar year. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’. The Fund’s latest distribution information will be followed by the sources of any distribution, updated daily.

 

Fund Name

Pay
Date

Net
Income

Net
Profit
from Sale

Other
Capital
Sources

Invesco Oppenheimer SteelPath MLP Select 40 Fund

1/4/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Select 40 Fund

2/8/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Select 40 Fund

3/8/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Select 40 Fund

4/5/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Select 40 Fund

5/10/19

0.0%

0.0%

100.0%

 

50 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

Shareholder Proxy Unaudited

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

A Special Meeting (“Meeting”) of Shareholders of Invesco Oppenheimer SteelPath MLP Select 40 Fund was held on May 17, 2019. The Meeting was held for the following purpose:

 

(1)

Approval of an Agreement and Plan of Reorganization that provides for the reorganization of Oppenheimer SteelPath MLP Select 40 Fund into Invesco Oppenheimer SteelPath MLP Select 40 Fund.

 

The results of the voting on the above matter was as follows:

 

Matter

Votes For

Votes
Against

Votes
Abstain

Broker
Non-Votes

(1) Approval of an Agreement and Plan of Reorganization.

188,203,355

2,948,595

22,436,231

0

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 51

 

 

Invesco 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.

 

1

NTD

 

52 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

INVESCO PRIVACY POLICY (Continued)

 

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 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

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 53

 

 

INVESCO PRIVACY POLICY (Continued)

 

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.

 

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.

 

54 INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

 

INVESCO PRIVACY POLICY (Continued)

 

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:

 

 

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.

 

INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND 55

 

 

 

O-SPMS40-SAR-1 07262019

 

 

 

 

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800 959 4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

*Prior to the close of business on May 24, 2019, the Fund’s name was Oppenheimer SteelPath MLP Alpha Fund. See Important Update on the following page for more information.

 

 

Important Update

 

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it had entered into an agreement whereby Invesco Ltd., a global investment management company would acquire OppenheimerFunds and its subsidiaries (together, “OppenheimerFunds”). After the close of business on May 24, 2019 Invesco Ltd. completed the acquisition of OppenheimerFunds. This Fund was included in that acquisition and as of that date, became part of the Invesco family of funds. Please visit oppenheimerfunds.com for more information or call Invesco’s Client Services team at 800-959-4246.

 

 

Table of Contents

 

Top Holdings and Allocations

4

Share Class Performance

5

Fund Expenses

7

Statement of Investments

10

Statement of Assets and Liabilities

12

Statement of Operations

14

Statements of Changes in Net Assets

15

Financial Highlights

16

Notes to Financial Statements

22

Initial Approval of Investment Advisory and Sub-Advisory Contracts

40

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments

45

Distribution Sources

46

Shareholder Proxy

47

Invesco Privacy Policy

48

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/19

 

Class A Shares
of the Fund

   

 

Without
Sales
Charge

With
Sales
Charge

S&P 500
Index

Alerian
MLP Index

6-Month

4.66%

(1.05)%

0.74%

3.29%

1-Year

(0.99)%

(6.47)%

3.78%

(1.12)%

5-Year

(5.54)%

(6.60)%

9.66%

(6.62)%

Since Inception (3/31/10)

2.73%

2.10%

12.10%

4.45%

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Fund returns include changes in share price, reinvested distributions and a 5.50% maximum applicable sales charge except where “without sales charge” is indicated. As the result of a reorganization after the close of business on May 24, 2019, the returns of the Fund for periods on or prior to May 24, 2019 reflect performance of the Oppenheimer predecessor fund. Share class returns will differ from the predecessor fund due to a change in expenses and sales charges. Returns for periods of less than one year are not annualized. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and summary prospectus for more information on share classes and sales charges. Fund literature is available at invesco.com.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 3

 

 

Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP AND RELATED ENTITIES HOLDINGS

Energy Transfer LP

13.02%

Enterprise Products Partners LP

10.95%

Williams Cos., Inc.

9.58%

Tallgrass Energy LP

8.28%

MPLX LP

7.19%

Magellan Midstream Partners LP

6.73%

Targa Resources Corp.

6.48%

TC PipeLines LP

6.46%

Antero Midstream Partners LP

5.44%

EQM Midstream Partners LP

4.40%

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and based on net assets.

 

SECTOR ALLOCATION

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and based on the total value of investments.

 

For more current Fund holdings, please visit oppenheimerfunds.com.

 

4 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/19

   

Inception
Date

   

6-Month

   

1-Year

   

5-Year

   

Since
Inception

 

CLASS A (MLPAX)

    3/31/10       4.66 %     (0.99 )%     (5.54 )%     2.73 %

CLASS C (MLPGX)

    8/25/11       4.17 %     (1.81 )%     (6.27 )%     1.19 %

CLASS R1(SPMGX)

    5/24/19       4.53 %     (1.24 )%     (5.78 )%     2.47 %

CLASS Y (MLPOX)

    3/31/10       4.81 %     (0.70 )%     (5.30 )%     2.99 %

CLASS R51(SPMHX)

    5/24/19       4.66 %     (0.99 )%     (5.54 )%     2.73 %

CLASS R62(OSPAX)

    6/28/13       4.78 %     (0.69 )%     (5.23 )%     (2.07 )%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/19

   

Inception
Date

   

6-Month

   

1-Year

   

5-Year

   

Since
Inception

 

CLASS A (MLPAX)

    3/31/10       (1.05 )%     (6.47 )%     (6.60 )%     2.10 %

CLASS C (MLPGX)

    8/25/11       3.17 %     (2.70 )%     (6.27 )%     1.19 %

CLASS R1(SPMGX)

    5/24/19       4.53 %     (1.24 )%     (5.78 )%     2.47 %

CLASS Y (MLPOX)

    3/31/10       4.81 %     (0.70 )%     (5.30 )%     2.99 %

CLASS R51(SPMHX)

    5/24/19       4.66 %     (0.99 )%     (5.54 )%     2.73 %

CLASS R62(OSPAX)

    6/28/13       4.78 %     (0.69 )%     (5.23 )%     (2.07 )%

 

1.

Class R and 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.

Class R6 shares’ returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund.

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Performance shown at NAV does not include the applicable front-end sales charge, which would have reduced the performance. The current maximum initial sales charge for Class A shares is 5.50%, and the contingent deferred sales charge for Class C shares is 1% for the 1-year period. Class R, Class Y, Class R5 and R6 shares have no sales charge; therefore, performance is at NAV. 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 the predecessor fund due to a change in expenses and sales charge.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 5

 

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a float-adjusted, capitalization-weighted index measuring master limited partnerships, whose constituents represent approximately 85% of total float-adjusted market capitalization. The index is unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict performance of the Fund. 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 indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

Before investing in any of the Invesco funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.AIM.LINE (246-5463). Read prospectuses and summary prospectuses carefully before investing.

 

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.

 

6 INVESCO OPPENHEIMER STEELPATH MLP ALPHA 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, 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 May 31, 2019.

 

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended May 31, 2019” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the 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.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 7

 

 

Actual

Beginning
Account
Value
December 1, 2018

Ending
Account
Value
May 31, 2019

Expenses
Paid During
6 Months Ended
May 31, 20191,2

CLASS A

$ 1,000.00

$ 1,046.60

$ 12.96

CLASS C

1,000.00

1,041.70

16.80

CLASS R

1,000.00

1,045.30

14.28

CLASS Y

1,000.00

1,048.10

11.69

CLASS R5

1,000.00

1,046.60

11.68

CLASS R6

1,000.00

1,047.80

11.44

 

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,012.30

12.74

CLASS C

1,000.00

1,008.60

16.53

CLASS R

1,000.00

1,011.00

14.04

CLASS Y

1,000.00

1,013.60

11.50

CLASS R5

1,000.00

1,013.60

11.50

CLASS R6

1,000.00

1,013.90

11.25

 

1.

Actual expenses paid for Class A, C, Y, and R6 are equal to the Fund’s annualized expense ratio for that class multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class R and R5 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 7/365 to reflect the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019.

 

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

 

8 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

Those annualized expense ratios, based on the 6-month period ended May 31, 2019 for Classes A, C, Y, and R6 and for the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019 for Class R and R5 are as follows:

 

Class

Expense Ratios

CLASS A

2.55%

CLASS C

3.30

CLASS R

2.80

CLASS Y

2.30

CLASS R5

2.29

CLASS R6

2.24

 

The expense ratios for Class A, C, R, Y, R5, and R6 reflect contractual waivers and/or reimbursements of expenses by the Fund’s Manager. 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, if applicable.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 9

 

 

Statement of Investments May 31, 2019 / Unaudited

 

Description

 

Shares

   

Value

 

MLP Investments and Related Entities — 85.7%

Diversified — 10.9%

Enterprise Products Partners LP

    6,922,624     $ 193,071,984  
                 

Gathering/Processing — 24.7%

Antero Midstream Partners LP

    7,851,117       95,940,650  

DCP Midstream LP

    1,121,958       34,129,962  

MPLX LP

    4,146,263       126,792,723  

Targa Resources Corp.

    2,973,201       114,349,310  

Western Midstream Partners LP

    2,229,599       65,081,992  

Total Gathering/Processing

            436,294,637  
                 

Natural Gas Pipeline Transportation — 23.9%

Energy Transfer LP

    16,716,334       229,682,420  

EQM Midstream Partners LP

    1,799,466       77,556,985  

TC PipeLines LP1

    3,144,005       113,907,301  

Total Natural Gas Pipeline Transportation

            421,146,706  
                 

Other Energy — 5.8%

Sunoco LP

    295,501       8,853,210  

USA Compression Partners LP

    2,195,536       37,477,800  

Westlake Chemical Partners LP1

    2,444,940       55,157,846  

Total Other Energy

            101,488,856  
 

Petroleum Pipeline Transportation — 20.4%

Buckeye Partners LP

    25,000       1,019,000  

Magellan Midstream Partners LP

    1,928,993       118,633,070  

Plains All American Pipeline LP

    781,539       17,670,597  

Plains GP Holdings LP, Class A

    1,259,945       28,373,961  

Shell Midstream Partners LP

    2,297,514       48,316,719  

Tallgrass Energy LP, Class A

    6,136,311     145,982,839  

Total Petroleum Pipeline Transportation

            359,996,186  
 

Total MLP Investments And Related Entities

(identified cost $1,545,401,400)

    1,511,998,369  
                 

Common Stocks — 9.6%

Diversified — 9.6%

Williams Cos., Inc.

    6,404,858       168,960,154  
                 

Total Common Stocks

       

(identified cost $208,896,492)

    168,960,154  
                 

Short-Term Investments — 1.8%

Money Market — 1.8%

Fidelity Treasury Portfolio, Institutional Class, 2.23%2

    32,610,508       32,610,508  
                 

Total Short-Term Investments

(identified cost $32,610,508)

    32,610,508  
                 

Total Investments — 97.1%

       

(identified cost $1,786,908,400)

    1,713,569,031  

Other Assets in Excess of Liabilities — 2.9%

    50,371,555  

Net Assets — 100%

  $ 1,763,940,586  

 

10 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

GP — General Partnership

 

LP — Limited Partnership

 

1.

Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the period ended May 31, 2019, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during this period in which the issuer was an affiliate are as follows:

 

 

 

 

   

 

   

Shares
November
30,
2018

   

Gross
Additions

   

Gross
Reductions

   

Shares
May 31,
2019

 

MLP Investments and Related Entities

                               

TC Pipelines LPi

    3,313,464       407,117       (576,576 )     3,144,005  

Westlake Chemical Partners LP

    2,073,802       371,138             2,444,940  

 

           

Dividends and Distributions

                 

 

 

Value
May 31,
2019

   

Return of
Capital

   

Capital
Gains

   

Income

   

Realized
Gain/(Loss)

   

Change in
Unrealized
Appreciation/
Depreciation

 

MLP Investments and Related Entities

                                       

TC Pipelines LPi

  $ 113,907,301     $ 4,459,907     $     $     $ 3,758,015     $ 24,414,223  

Westlake Chemical Partners LP

    55,157,846       2,087,084                         1,594,760  
    $ 169,065,147     $ 6,546,991     $     $     $ 3,758,015     $ 26,008,983  

 

 

i.

Is not an affiliate as of May 31, 2019. Was an affiliate during the period ended May 31, 2019.

 

2.

Rate shown is the 7-day yield at period end.

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 11

 

 

Statement of Assets and Liabilities May 31, 2019 / Unaudited

 

Assets:

       

Investments at value – see accompanying Statement of Investments:

       

Unaffiliated companies (cost $1,744,016,645)

  $ 1,658,411,185  

Affiliated companies (cost $42,891,755)

    55,157,846  

 

    1,713,569,031  

Deferred tax asset, net

    57,173,708  

Receivable for beneficial interest sold

    777,977  

Prepaid expenses

    219,509  

Dividends receivable

    71,307  

Total assets

    1,771,811,532  

 

 

Liabilities:

       

Payable for beneficial interest redeemed

    3,738,949  

Payable to Manager

    1,583,824  

Payable for investments purchased

    1,533,257  

Payable for distribution and service plan fees

    436,543  

Transfer agent fees payable

    261,744  

Borrowing expense payable

    31,195  

Trustees’ fees payable

    5,321  

Other liabilities

    280,113  

Total liabilities

    7,870,946  

 

 

Net Assets

  $ 1,763,940,586  

 

 

Composition of Net Assets

       

Shares of beneficial interest

  $ 2,540,999,631  

Total accumulated loss

    (777,059,045 )

Net Assets

  $ 1,763,940,586  

 

12 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

Statement of Assets and Liabilities Unaudited / (Continued)

 

Net Asset Value, Offering Price and Redemption Proceeds Per Share

       

Class A Shares:

       

Net asset value and redemption proceeds per share

  $ 6.80  

Offering price per share (net asset value plus sales charge of 5.50% of offering price)

  $ 7.20  

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 6.33  

Class R Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 6.80  

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 7.03  

Class R5 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 6.80  

Class R6 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 7.07  

 

Net Assets:

       

Class A shares

  $ 443,327,600  

Class C shares

    385,314,542  

Class R shares

    9,822  

Class Y shares

    792,551,621  

Class R5 shares

    9,822  

Class R6 shares

    142,727,179  

Total Net Assets

  $ 1,763,940,586  
         

Shares Outstanding:

       

Class A shares

    65,221,814  

Class C shares

    60,917,486  

Class R shares

    1,445  

Class Y shares

    112,799,815  

Class R5 shares

    1,445  

Class R6 shares

    20,199,434  

Total Shares Outstanding

    259,141,439  

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 13

 

 

Statement of Operations
For the Six Months Ended May 31, 2019 / Unaudited

 

Investment Income

       

Distributions and dividends

  $ 69,251,867  

Less return of capital on distributions and dividends ($6,546,991 from affiliates)

    (59,361,324 )

Total investment income

    9,890,543  

 

 

Expenses

       

Management fees

    10,452,198  

Distribution and service plan fees

       

Class A

    567,416  

Class C

    2,011,585  

Transfer agent fees

       

Class A

    438,710  

Class C

    387,272  

Class Y

    868,099  

Class R6

    20,402  

Borrowing fees

    263,197  

Administrative fees

    250,984  

Custody fees

    135,956  

Tax expense

    69,774  

Registration fees

    66,428  

Legal, auditing, and other professional fees

    65,360  

Trustees’ fees

    45,773  

Other

    41,359  

Total expenses, before waivers and deferred taxes

    15,684,513  

Less expense waivers

    (939,097 )

Net expenses, before deferred taxes

    14,745,416  

 

 

Net investment loss, before deferred taxes

    (4,854,873 )

Deferred tax benefit

    1,983,200  

Net investment loss, net of deferred taxes

    (2,871,673 )

 

 

Net Realized and Unrealized Gains/Losses on Investments:

       

Net Realized Gains/Losses

       

Investments from:

       

Unffiliated companies

    38,383,835  

Affiliated companies

    3,758,015  

Deferred tax expense

    (4,970,338 )

Net realized gains, net of deferred taxes

    37,171,512  

Net Change in Unrealized Appreciation/(Depreciation)

       

Investments

       

Unaffiliated companies

    29,688,591  

Affiliated companies

    26,008,983  

Deferred tax expense

    (6,569,141 )

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    49,128,433  

 

 

Net realized and unrealized gains / (losses) on investments, net of deferred taxes

    89,299,945  

Change in net assets resulting from operations

  $ 83,428,272  

 

See accompanying Notes to Financial Statements.

 

14 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

Statements of Changes in Net Assets

 

 

 

For the Six
Months Ended
May 31, 2019
(Unaudited)

   

For the
Year Ended
November 30,
2018

 

Operations

               

Net investment loss, net of deferred taxes

  $ (2,871,673 )   $ (47,987,167 )

Net realized gains/(losses), net of deferred taxes

    37,171,512       (48,505,470 )

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    49,128,433       (7,064,135 )

Change in net assets resulting from operations

    83,428,272       (103,556,772 )

 

 

 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

    (18,076,566 )     (45,814,695 )

Class C shares

    (17,054,589 )     (43,523,566 )

Class Y shares

    (34,141,994 )     (97,600,233 )

Class R6 shares

    (5,411,917 )     (12,866,984 )

Distributions to shareholders from return of capital:

    (74,685,066 )     (199,805,478 )
                 

Distributions to shareholders from income:

               

Class A shares

          (2,748,078 )

Class C shares

          (2,610,651 )

Class Y shares

          (5,854,303 )

Class R6 shares

          (771,793 )

Distributions to shareholders from income:

          (11,984,825 )

Change in net assets resulting from distributions to shareholders

    (74,685,066 )     (211,790,303 )

 

 

 

Beneficial Interest Transactions

               

Class A shares

    (32,274,426 )     (80,414,822 )

Class C shares

    (33,883,701 )     (78,700,070 )

Class R shares

    10,000        

Class Y shares

    (251,448,657 )     (183,957,627 )

Class R5 shares

    10,000        

Class R6 shares

    (4,397,490 )     17,578,817  

Change in net assets resulting from beneficial interest transactions

    (321,984,274 )     (325,493,702 )

Change in net assets

    (313,241,068 )     (640,840,777 )

 

 

 

Net Assets

               

Beginning of period

    2,077,181,654       2,718,022,431  

End of period

  $ 1,763,940,586     $ 2,077,181,654  

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 15

 

 

Financial Highlights

 

Class A

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   


Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 6.76     $ 7.74     $ 9.05     $ 9.32     $ 12.81     $ 12.04  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.01 )     (0.15 )     (0.14 )     (0.06 )     (0.07 )     (0.12 )

Return of capital1

    0.17       0.39       0.35       0.35       0.40       0.42  

Net realized and unrealized gains/(losses)

    0.15       (0.56 )     (0.86 )     0.13       (3.13 )     1.16  

Total from investment operations

    0.31       (0.32 )     (0.65 )     0.42       (2.80 )     1.46  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.62 )           (0.69 )     (0.69 )     (0.69 )

Income

          (0.04 )     (0.66 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.69 )     (0.69 )     (0.69 )

Net asset value, end of period

  $ 6.80     $ 6.76     $ 7.74     $ 9.05     $ 9.32     $ 12.81  

 

                                               

Total Return, at Net Asset Value2

    4.66 %     (4.68 %)     (7.78 %)     5.25 %     (22.59 %)     12.26 %
                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 443,328     $ 474,015     $ 625,062     $ 1,073,057     $ 1,226,012     $ 1,937,356  

Ratio of Expenses to Average Net Assets:7

       

Before (waivers) and deferred/current tax expense/(benefit)

    1.65 %     1.63 %     1.63 %     1.64 %     1.63 %     1.65 %

Expense (waivers)

    (0.11 %)     (0.10 %)3     (0.12 %)3     (0.11 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred/current tax expense/(benefit)4

    1.54 %     1.53 %     1.51 %     1.53 %     1.52 %     1.53 %

Deferred/current tax expense/(benefit)5

    1.01 %     3.06 %     0.70 %     2.54 %     (14.45 %)     5.38 %

Total expenses/(benefit)

    2.55 %     4.59 %     2.21 %     4.07 %     (12.93 %)     6.91 %
                                                 

Ratio of Investment Loss to Average Net Assets:7

       

Before (waivers) and deferred tax benefit/(expense)

    (0.65 %)     (1.30 %)     (1.59 %)     (1.32 %)     (1.38 %)     (1.57 %)

Expense (waivers)

    (0.11 %)     (0.10 %)3     (0.12 %)3     (0.11 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (0.54 %)     (1.20 %)     (1.47 %)     (1.21 %)     (1.27 %)     (1.45 %)

Deferred tax benefit/(expense)6

    0.21 %     (0.76 %)     (0.11 %)     0.55 %     0.63 %     0.54 %

Net investment loss

    (0.33 %)     (1.96 %)     (1.58 %)     (0.66 %)     (0.64 %)     (0.91 %)

 

                                               

Portfolio turnover rate

    20 %     36 %     37 %     35 %     36 %     17 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting period.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.50%.

5.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

6.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

7.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

16 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class C

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   


Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 6.33     $ 7.34     $ 8.69     $ 9.04     $ 12.53     $ 11.89  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.05 )     (0.22 )     (0.22 )     (0.13 )     (0.16 )     (0.22 )

Return of capital1

    0.17       0.39       0.35       0.35       0.40       0.42  

Net realized and unrealized gains/(losses)

    0.15       (0.52 )     (0.82 )     0.12       (3.04 )     1.13  

Total from investment operations

    0.27       (0.35 )     (0.69 )     0.34       (2.80 )     1.33  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.62 )           (0.69 )     (0.69 )     (0.69 )

Income

          (0.04 )     (0.66 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.69 )     (0.69 )     (0.69 )

Net asset value, end of period

  $ 6.33     $ 6.33     $ 7.34     $ 8.69     $ 9.04     $ 12.53  

 

                                               

Total Return, at Net Asset Value2

    4.17 %     (5.37 %)     (8.59 %)     4.51 %     (23.11 %)     11.30 %
                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 385,315     $ 419,972     $ 568,380     $ 772,963     $ 783,886     $ 1,011,690  

Ratio of Expenses to Average Net Assets:7

       

Before (waivers) and deferred/current tax expense/(benefit)

    2.40 %     2.38 %     2.38 %     2.39 %     2.38 %     2.40 %

Expense (waivers)

    (0.11 %)     (0.10 %)3     (0.12 %)3     (0.11 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred/current tax expense/(benefit)4

    2.29 %     2.28 %     2.26 %     2.28 %     2.27 %     2.28 %

Deferred/current tax expense/(benefit)5

    1.01 %     3.06 %     0.70 %     2.54 %     (14.45 %)     5.38 %

Total expenses/(benefit)

    3.30 %     5.34 %     2.96 %     4.82 %     (12.18 %)     7.66 %
                                                 

Ratio of Investment Loss to Average Net Assets:7

       

Before (waivers) and deferred tax benefit/(expense)

    (1.84 %)     (2.44 %)     (2.62 %)     (2.27 %)     (2.21 %)     (2.34 %)

Expense (waivers)

    (0.11 %)     (0.10 %)3     (0.12 %)3     (0.11 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (1.73 %)     (2.34 %)     (2.50 %)     (2.16 %)     (2.10 %)     (2.22 %)

Deferred tax benefit/(expense)6

    0.21 %     (0.76 %)     (0.11 %)     0.55 %     0.63 %     0.54 %

Net investment loss

    (1.52 %)     (3.10 %)     (2.61 %)     (1.61 %)     (1.47 %)     (1.68 %)

 

                                               

Portfolio turnover rate

    20 %     36 %     37 %     35 %     36 %     17 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting period.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 2.25%.

5.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

6.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

7.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 17

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R

 

For the
Period
Ended
May 31,
2019
(Unaudited)1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 6.92  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gains/(losses)

    (0.12 )

Total from investment operations

    (0.12 )

Distributions to shareholders:

       

Return of capital

     

Income

     

Total distributions to shareholders

     

Net asset value, end of period

  $ 6.80  

 

       

Total Return, at Net Asset Value4

    4.53 %
         

Ratios/Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of Expenses to Average Net Assets:8

Before (waivers) and deferred/current tax expense

    1.90 %

Expense (waivers)

    (0.11 %)

Net of (waivers) and before deferred/current tax expense5

    1.79 %

Deferred/current tax expense6

    1.01 %

Total expenses

    2.80 %
         

Ratio of Investment Income to Average Net Assets:8

Before (waivers) and deferred tax benefit

    1.47 %

Expense (waivers)

    (0.11 %)

Net of expense (waivers) and before deferred tax benefit

    1.58 %

Deferred tax benefit7

    0.21 %

Net investment income

    1.79 %

 

       

Portfolio turnover rate

    20 %

 

1.

Shares commenced operations after the close of business on May 24, 2019.

2.

Per share net investment income is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

3.

Less than ($0.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.75%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

18 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class Y

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   


Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 6.97     $ 7.94     $ 9.25     $ 9.49     $ 12.99     $ 12.18  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    0.01       (0.12 )     (0.10 )     (0.02 )     (0.03 )     (0.07 )

Return of capital1

    0.17       0.39       0.35       0.35       0.40       0.42  

Net realized and unrealized gains/(losses)

    0.15       (0.58 )     (0.90 )     0.12       (3.18 )     1.15  

Total from investment operations

    0.33       (0.31 )     (0.65 )     0.45       (2.81 )     1.50  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.62 )           (0.69 )     (0.69 )     (0.69 )

Income

          (0.04 )     (0.66 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.69 )     (0.69 )     (0.69 )

Net asset value, end of period

  $ 7.03     $ 6.97     $ 7.94     $ 9.25     $ 9.49     $ 12.99  

 

                                               

Total Return, at Net Asset Value2

    4.81 %     (4.42 %)     (7.61 %)     5.48 %     (22.34 %)     12.46 %
                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 792,552     $ 1,036,891     $ 1,376,755     $ 1,548,940     $ 1,584,939     $ 2,193,129  

Ratio of Expenses to Average Net Assets:7

       

Before (waivers) and deferred/current tax expense/(benefit)

    1.40 %     1.38 %     1.38 %     1.39 %     1.38 %     1.40 %

Expense (waivers)

    (0.11 %)     (0.10 %)3     (0.12 %)3     (0.11 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred/current tax expense/(benefit)4

    1.29 %     1.28 %     1.26 %     1.28 %     1.27 %     1.28 %

Deferred/current tax expense/(benefit)5

    1.01 %     3.06 %     0.70 %     2.54 %     (14.45 %)     5.38 %

Total expenses/(benefit)

    2.30 %     4.34 %     1.96 %     3.82 %     (13.18 %)     6.66 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:7

       

Before (waivers) and deferred tax benefit/(expense)

    (0.15 %)     (0.85 %)     (1.17 %)     (0.92 %)     (1.03 %)     (1.21 %)

Expense (waivers)

    (0.11 %)     (0.10 %)3     (0.12 %)3     (0.11 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (0.04 %)     (0.75 %)     (1.05 %)     (0.81 %)     (0.92 %)     (1.09 %)

Deferred tax benefit/(expense)6

    0.21 %     (0.76 %)     (0.11 %)     0.55 %     0.63 %     0.54 %

Net investment income/(loss)

    0.17 %     (1.51 %)     (1.16 %)     (0.26 %)     (0.29 %)     (0.55 %)

 

                                               

Portfolio turnover rate

    20 %     36 %     37 %     35 %     36 %     17 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting period.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.25%.

5.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

6.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

7.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 19

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R5

 

For the
Period
Ended
May 31,
2019
(Unaudited)1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 6.92  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gains/(losses)

    (0.12 )

Total from investment operations

    (0.12 )

Distributions to shareholders:

       

Return of capital

     

Income

       

Total distributions to shareholders

     

Net asset value, end of period

  $ 6.80  

 

       

Total Return, at Net Asset Value4

    4.66 %
         

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of Expenses to Average Net Assets:8

Before deferred tax expense5

    1.28 %

Deferred tax expense6

    1.01 %

Total expenses

    2.29 %
         

Ratio of Investment Income to Average Net Assets:8

Before deferred tax benefit

    1.17 %

Deferred tax benefit7

    0.21 %

Net investment income

    1.38 %

 

       

Portfolio turnover rate

    20 %

 

1.

Shares commenced operations after the close of business on May 24, 2019.

2.

Per share net investment income is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

3.

Less than ($.005) per share

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.24%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

20 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R6

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   


Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 7.01     $ 7.97     $ 9.28     $ 9.50     $ 12.99     $ 12.17  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    0.01       (0.10 )     (0.07 )     0.09       (0.05 )     (0.12 )

Return of capital1

    0.17       0.39       0.35       0.35       0.40       0.42  

Net realized and unrealized gains/(losses)

    0.15       (0.59 )     (0.93 )     0.03       (3.15 )     1.21  

Total from investment operations

    0.33       (0.30 )     (0.65 )     0.47       (2.80 )     1.51  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.62 )           (0.69 )     (0.69 )     (0.69 )

Income

          (0.04 )     (0.66 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.69 )     (0.69 )     (0.69 )

Net asset value, end of period

  $ 7.07     $ 7.01     $ 7.97     $ 9.28     $ 9.50     $ 12.99  

 

                                               

Total Return, at Net Asset Value2

    4.78 %     (4.27 %)     (7.58 %)     5.70 %     (22.27 %)     12.55 %
                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 142,727     $ 146,304     $ 147,825     $ 99,431     $ 9,722     $ 3,732  

Ratio of Expenses to Average Net Assets:6

       

Before deferred/current tax expense/(benefit)3

    1.23 %     1.22 %     1.19 %     1.18 %     1.19 %     1.20 %

Deferred/current tax expense/(benefit)4

    1.01 %     3.06 %     0.70 %     2.54 %     (14.45 %)     5.38 %

Total expenses/(benefit)

    2.24 %     4.28 %     1.89 %     3.72 %     (13.26 %)     6.58 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:6

       

Before deferred tax benefit/(expense)

    0.06 %     (0.56 %)     (0.72 %)     0.45 %     (1.12 %)     (1.47 %)

Deferred tax benefit/(expense)5

    0.21 %     (0.76 %)     (0.11 %)     0.55 %     0.63 %     0.54 %

Net investment income/(loss)

    0.27 %     (1.32 %)     (0.83 %)     1.00 %     (0.49 %)     (0.93 %)

 

                                               

Portfolio turnover rate

    20 %     36 %     37 %     35 %     36 %     17 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting period.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.19%, 1.19%, 1.18%, 1.15%, 1.17% and 1.18% for the periods ended May 31, 2019, November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015 and November 28, 2014, respectively.

4.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

5.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

6.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 21

 

 

 

 

Notes to Financial Statements Unaudited

 

 

 

Note 1 – Significant Accounting Policies

 

Invesco Oppenheimer SteelPath MLP Alpha Fund (the “Fund”) is a separate series of AIM Investment Funds (Invesco Investment Funds) (the “Trust”). The Trust is organized as a Delaware statutory trust, as amended (the “1940 Act”), as an open-end management investment company authorized to 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.

 

Prior to the close of business on May 24, 2019, the Fund operated as Oppenheimer SteelPath MLP Alpha Fund (the “Acquired Fund” or “Predecessor Fund”). The Acquired Fund was reorganized after the close of business on May 24, 2019 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).

 

Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class C, and Class Y shares received the corresponding class of shares of the Fund and holders of the Acquired Fund’s Class I shares received Class R6 shares of the Fund. Information for the Acquired Fund’s Class I Shares prior to the Reorganization is included with information relating to Class R6 Shares throughout this report. Class R and Class R5 shares commenced operations on the Reorganization Date.

 

The Fund’s investment objective is to seek total return.

 

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

 

A.

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

 

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices

 

22 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

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

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 23

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

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 economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

B.

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

 

24 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

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 investments 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.

Dividends and Distributions to Shareholders – Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 25

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year.

 

E.

Master Limited Partnerships – The Fund primarily invests in Master Limited Partnerships (“MLPs”). MLPs are publicly traded partnerships and limited liability companies taxed as partnerships under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Fund principally invests in MLPs that derive their revenue primarily from businesses involved in the gathering, transporting, processing, treating, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products or coal (“energy infrastructure MLPs”). The Fund is a partner in each MLP; accordingly, the Fund is required to take into account the Fund’s allocable share of income, gains, losses, deductions, expenses, and tax credits recognized by each MLP. The Fund is non-diversified and will concentrate its investments in the energy sector. Energy infrastructure MLPs are subject to a variety of industry specific risk factors that may adversely affect their business or operations, including a decrease in production or reduced volumes of natural gas or other energy commodities available for transporting, processing, storing or distributing; changes in energy commodity prices; a sustained reduced demand for crude oil, natural gas and refined petroleum products; depletion of natural gas reserves or other commodities if not replaced; natural disasters, extreme weather and environmental hazards; rising interest rates, how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for products and services. In addition, taxes, government regulation, international politics, price, and supply fluctuations, volatile interest rates and energy conservation may cause difficulties for energy infrastructure MLPs.

 

MLPs may be less liquid and subject to more abrupt or erratic price movements than conventional publicly traded securities.

 

F.

Return of Capital – Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are

 

26 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

received. The return of capital portion of the distribution is a reduction to investment income that results in an equivalent reduction in the cost basis of the associated investments and increases net realized gains (losses) and change in unrealized appreciation (depreciation). Such estimates are based on historical information available from each MLP and other industry sources. These estimates will subsequently be revised and may materially differ primarily based on information received from the MLPs after their tax reporting periods are concluded.

 

G. Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. For the period ended May 31, 2019, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 1.6 percent for state and local tax, net of federal tax expense.

 

The alternative minimum tax (“AMT”) requirements were repealed with the enactment of H.R. 1, Tax Cuts and Jobs Act (the “TCJA”), for tax years beginning after December 31, 2017. Any past alternative minimum taxes paid by the fund do qualify for substantial refundability under the TCJA with AMT credit carryforwards becoming partially refundable prior to, or fully refundable for tax years beginning in 2021.

 

The Fund’s income tax provision consists of the following as of May 31, 2019:

 

Current tax expense/(benefit)

       

Federal

  $  

State

     

Total current tax expense

  $  
         

Deferred tax expense/(benefit)

       

Federal

  $ 8,879,727  

State

    676,552  

Total deferred tax expense

  $ 9,556,279  

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 27

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

The reconciliation between the federal statutory income tax rate of 21% and the tax effect on net investment income (loss) and realized and unrealized gain (loss) follows:

 

 

 

Amount

   

% Effect

 

Application of Federal statutory income tax rate

  $ 19,526,756       21.00 %

State income taxes net of federal benefit

    1,487,752       1.60 %

Effect of permanent differences

    (1,410,601 )     (1.52 %)

Change in valuation allowance

    (10,047,628 )     (10.81 %)

Total income tax expense (benefit)

  $ 9,556,279       10.27 %

 

For the period ended May 31, 2019 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of 10.27% (net expense) differed from the combined federal and state statutory tax rate of 22.60% (net expense) due in large part to the change in valuation allowance primarily as a result of the change in unrealized appreciation.

 

The Fund intends to invest its assets primarily in MLP investments, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLP investments, the Fund reports its allocable share of the MLP investments’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

At May 31, 2019, the Fund determined a valuation allowance was required. In implementing a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. Additionally, various tax law changes

 

28 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

resulting from the enactment of the TCJA were considered by the Fund in assessing the recoverability of its deferred tax assets. Specifically, the TCJA eliminated the net operating loss carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any net operating losses arising in tax years ending after December 31, 2017. The TCJA also established a limitation for any net operating losses generated in tax years beginning after December 31, 2017 to the lesser of the aggregate of available net operating losses or 80% of taxable income before any net operating loss utilization. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset, net of the valuation allowance, will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2019 are as follows:

 

Deferred tax assets:

       

Net operating loss carryforward (tax basis) – Federal

  $ 61,636,342  

Net operating loss carryforward (tax basis) – State

    6,901,282  

Minimum tax credit carryforward – Federal

    4,067,066  

Excess business interest expense carryforward

    157,640  

Capital loss carryforward (tax basis)

    103,784,364  

Valuation allowance

    (88,638,876 )

Total deferred tax asset

    87,907,818  
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

  $ (30,734,110 )

Total deferred tax liability

    (30,734,110 )
         

Total net deferred tax asset/(liability)

  $ 57,173,708  

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 29

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2019, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months. Generally, the Fund is subject to examinations by taxing authorities for up to three years after the filing of the return for the tax period. All relevant periods are still open for examination.

 

At May 31, 2019, the Fund had net operating loss carryforwards for federal income tax purposes, as follows:

 

Expiration date for expiring net operating loss carryforwards:

       

11/30/2035

  $ 91,510,641  

11/30/2036

    201,995,745  

Total expiring net operating loss carryforwards

  $ 293,506,386  
         

Total non-expiring net operating loss carryforwards

  $  
         

Total net operating loss carryforwards

  $ 293,506,386  

 

During the period ended May 31, 2019, the Fund estimates that it will utilize $25,617,066 of net operating loss carryforward.

 

At May 31, 2019, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

       

11/30/2021

  $ 391,157,831  

11/30/2023

    68,065,020  

Total

  $ 459,222,851  

 

30 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

During the period ended May 31, 2019, the Fund estimates that it will utilize $15,135,441 of capital loss carryforward.

 

At May 31, 2019, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

  $ 1,574,830,422  

Gross Unrealized Appreciation

  $ 304,405,738  

Gross Unrealized Depreciation

    (165,667,129 )

Net Unrealized Appreciation (Depreciation) on Investments

  $ 138,738,609  

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

H.

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.

 

I.

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.

 

J.

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.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 31

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

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 $3 billion

    1.10 %

Next $2 billion

    1.08 %

Over $5 billion

    1.05 %

 

For the six months ended May 31, 2019, the effective advisory fees incurred by the Fund was 1.10%. From the beginning of the fiscal period until the date of the Reorganization, the Acquired Fund paid $10,068,315 in advisory fees to OFI SteelPath, Inc. based on the annual rates above of the Acquired Fund’s average daily net assets.

 

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

 

Effective on the Reorganization Date, the Adviser has contractually agreed, through at least May 31, 2021, to waive advisory fees and/or reimburse expenses of all shares to the 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 1.50%. 2.25%, 1.75%, 1.25%, 1.24% and 1.19%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause total annual fund operating expense after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expenses on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues

 

32 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 2 – Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

the fee waiver agreement, it will terminate May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.

 

Further, the Adviser has contractually agreed, through at least June 30, 2021, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

 

For the six months ended May 31, 2019, advisory fees of $939,097 were waived.

 

Prior to the Reorganization, the OFI SteelPath, Inc. had contractually agreed to waive fees and/or reimburse expenses of Class A, Class C, and Class Y shares to 1.50%. 2.25%, and 1.25%, respectively, of the Acquired Fund’s average daily net assets.

 

The Trust has entered into an administration and fund accounting agreement with UMB Fund Services, Inc. (“UMB”) pursuant to which UMB shall provide administration and fund accounting services to the Fund. For the six months, ended May 31, 2019, expenses incurred under the agreement are shown in the Statement of Operations as Administrative fees. Prior to the Reorganization, the Acquired Fund paid administrative fees to UMB. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund. Prior to the Reorganization, UMB Bank, n.a. served 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. Prior to the Reorganization, the Acquired Fund paid transfer agent fees to OFI Global Asset Management, Inc. For the six months ended May 31, 2019, expenses incurred under these agreements 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 Plan, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of the Class A, 1.00% of the average daily net assets of Class C and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 33

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 2 – Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

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. Prior to the Reorganization, the Acquired Fund paid distribution fees to OppenheimerFunds Distributor, Inc. For the six months ended May 31, 2019, 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 May 31, 2019, IDI advised the Fund that IDI retained $745 in front-end sales commissions from the sale of Class A shares and $16 and $20 from Class A and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. From the beginning of the fiscal year to the date of the Reorganization, OppenheimerFunds Distributor, Inc. retained $70,610 in front-end sales commissions from the sale of Class A shares and $5,304 and $12,737 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 investment’s assigned level:

 

Level 1 – Prices are determined using quoted prices in an active market for identical assets.

 

34 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 3 – Additional Valuation Information (Continued)

 

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.

 

As of May 31, 2019, all of the securities in this Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). 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.

 

 

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 period June 1, 2018 to May 24, 2019, the Fund engaged in transactions with affiliates as listed. Securities purchases of $28,021,340 and securities sales of $66,936,823, which resulted in net realized gains of $3,347,400.

 

For the period May 25, 2019 to May 31, 2019, the Fund did not engage in transactions with affiliates.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 35

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 5 – Trustees’ and Officer Fees and Benefits

 

Certain trustees have executed a Deferred Compensation Agreement pursuant to which they have the option to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Invesco and/or Invesco Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities, if applicable. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

 

 

Note 6 – Cash Balances

 

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with UMB Bank 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 by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

 

 

Note 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 ended May 31, 2019 was $359,579,254 and $732,597,044 respectively.

 

36 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 8 – Share Information

 

The Fund has authorized an unlimited number of shares of beneficial interest in each class. Transactions in shares of beneficial interest were as follows:

 

   Six Months Ended
May 31, 2019
(unaudited)
  Year Ended
November 30, 2018
   Shares  Amount  Shares  Amount
Class A                    
Sold   6,008,305   $40,719,673    15,721,577   $120,928,457 
Dividends and/or distributions reinvested   2,565,119    17,573,536    6,347,367    47,326,181 
Redeemed   (13,483,043)   (90,567,635)   (32,713,646)   (248,669,460)
Net decrease   (4,909,619)  $(32,274,426)   (10,644,702)  $(80,414,822)
                     
Class C                    
Sold   4,828,687   $29,852,113    9,228,386   $67,244,971 
Dividends and/or distributions reinvested   2,644,700    16,917,860    6,510,699    45,751,774 
Redeemed   (12,892,749)   (80,653,674)   (26,814,768)   (191,696,815)
Net decrease   (5,419,362)  $(33,883,701)   (11,075,683)  $(78,700,070)
                     

Class R*

                    
Sold   1,445   $10,000           
Dividends and/or distributions reinvested                  
Redeemed                  
Net increase   1,445   $10,000           
                     
Class Y                    
Sold   29,095,061   $200,319,327    59,498,339   $466,106,870 
Dividends and/or distributions reinvested   4,744,504    33,530,490    13,281,069    101,888,501 
Redeemed   (69,816,761)   (485,298,474)   (97,399,912)   (751,952,998)
Net decrease   (35,977,196)  $(251,448,657)   (24,620,504)  $(183,957,627)
                     

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 37

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 8 – Share Information (Continued)

 

   Six Months Ended
May 31, 2019
(unaudited)
  Year Ended
November 30, 2018
   Shares  Amount  Shares  Amount

Class R5*

            
Sold   1,445   $10,000           
Dividends and/or distributions reinvested                  
Redeemed                  
Net increase   1,445   $10,000           
                     
Class R6                    
Sold   5,566,554   $38,596,499    10,860,175   $84,717,188 
Dividends and/or distributions reinvested   755,841    5,385,210    1,763,764    13,568,964 
Redeemed   (7,007,495)   (48,379,199)   (10,280,992)   (80,707,335)
Net increase/(decrease)   (685,100)  $(4,397,490)   2,342,947   $17,578,817 

 

*

Class R and R5 shares commenced operations after the close of business on May 24, 2019.

 

 

Note 9 – Borrowing Agreement

 

The Fund, along with Invesco Oppenheimer SteelPath MLP Alpha Plus Fund, Invesco Oppenheimer SteelPath MLP Income Fund, and Invesco Oppenheimer SteelPath MLP Select 40 Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Adviser consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other Funds in the Trust. If applicable, securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

38 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 9 – Borrowing Agreement (Continued)

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.75% per annum. An unused commitment fee at the rate of 0.30% per annum is charged for any undrawn portion of the credit facility, and each series of the Trust will pay its pro rata share of this fee. A facility fee of 0.10% was charged on the commitment amount, and each series of the Trust paid its pro rata share of this fee. The borrowing is due November 15, 2019, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the six months ended May 31, 2019, the Fund paid $263,197 in borrowing fees. The Fund did not utilize the facility during the six months ended May 31, 2019.

 

 

Note 10 – Independent Registered Public Accounting Firm

 

The Audit Committee of the Board of Trustees appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal periods ending after May 24, 2019. Prior to the close of business on May 24, 2019, the Predecessor Fund was a separate series of an unaffiliated investment company and its financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”).

 

Effective after the close of business on May 24, 2019, the Prior Auditor resigned as the independent registered public accounting firm of the Fund. The Prior Auditor’s report on the financial statements of the Predecessor Fund for the past two fiscal years did not contain an adverse or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Predecessor Fund’s two most recent fiscal years and through the close of business on May 24, 2019, there were no (1) disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report; or (2) “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 39

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts

 

(INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND)

At meetings held on December 14, 2018, the Board of Trustees (the Board or the Trustees) of AIM Investment Funds (Invesco Investment Funds) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved (i) an amendment to the Trust’s Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) to add Invesco Oppenheimer SteelPath MLP Alpha Fund (the Fund), (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. to add the Fund, (iii) an amendment to the separate sub-advisory contract with Invesco Capital Management LLC to add the Fund, (iv) an amendment to the separate sub-advisory contract with Invesco Asset Management (India) Private Limited to add the Fund, and (v) an initial sub-advisory contract with OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts). Additionally, on March 26, 2019, the Board re-approved an initial sub-advisory contract with OppenheimerFunds, Inc. following its change of control as a result of the acquisition of OppenheimerFunds, Inc. and its subsidiaries, including the Oppenheimer mutual funds (each, an Oppenheimer Fund), by Invesco Ltd. (the OFI Transaction). After evaluating the factors discussed below, among others, the Board approved the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

 

The Board’s Evaluation Process

The Board noted that it had previously approved establishing the Fund at the Board meeting held on October 23, 2018 and that the Fund was formed to acquire the assets and liabilities of an Oppenheimer Fund (the Acquired Fund) with the same investment objective and substantially similar principal investment strategies and risks At the time of approval, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or any of the Affiliated Sub-Advisers except OppenheimerFunds, Inc., which was not affiliated with Invesco at that time.

 

In approving the investment advisory agreement and sub-advisory contracts, the Board followed a process similar to the process that it follows in annually reviewing and approving investment advisory agreements and sub-advisory contracts for the series portfolios of funds advised by Invesco Advisers and considered the information provided in the most recent annual review process for those funds as well as the information provided with respect to the Fund. As part of the approval process, the Board reviewed and considered information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board reviewed comparative investment performance and fee data prepared by Invesco

 

40 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND
SUB-ADVISORY CONTRACTS (Continued)

 

Advisers and an independent mutual fund data provider. The Board was assisted in its review by the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees, and by independent legal counsel.

 

The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. This information is current as of December 14, 2018 and March 26, 2019 for the sub-advisory contract with OppenheimerFunds, Inc.

 

Factors and Conclusions and Summary of Independent Written Fee Evaluation

 

A.

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

 

The Board reviewed the nature, extent and quality of the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who will provide these services. The Board’s review included consideration of the investment process oversight and structure, credit analysis and investment risk management to be employed in providing advisory services to the Fund. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds and will provide to the Fund, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such business. The Board reviewed and considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds, including the Fund, following the OFI Transaction. The Board concluded that the nature, extent and quality of the services to be provided to the Fund by Invesco Advisers are appropriate and satisfactory.

 

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 41

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND
SUB-ADVISORY CONTRACTS (Continued)

 

on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.

 

 

B.

Fund Investment Performance

 

The Board noted that the Fund would continue the historical performance information of the Acquired Fund following the consummation of the OFI Transaction. The Board considered the performance of the Acquired Fund and the fact that, at the closing of the OFI Transaction, management anticipates that the Fund will be managed pursuant to substantially similar investment strategies and by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

 

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2017 to the performance of funds in the Morningstar performance universe and against the Fund’s benchmark index. The Board noted that the Fund is taxed as a regular corporation, or “C” corporation, rather than as a regulated investment company for U.S. federal income tax purposes. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

 

 

C.

Advisory and Sub-Advisory Fees and Fund Expenses

 

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Morningstar expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.

 

The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for at least two years from the closing date of the OFI Transaction in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

 

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

 

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other similarly managed third-party mutual funds advised or sub-advised by Invesco Advisers and its affiliates, based on asset balances as of December 31, 2018.

 

42 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND
SUB-ADVISORY CONTRACTS (Continued)

 

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

 

 

D.

Economies of Scale and Breakpoints

 

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board also considered that the Fund may benefit from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund will share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.

 

 

E.

Profitability and Financial Resources

 

The Board reviewed information from the 2018 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an independent consultant. The Board noted that Invesco Advisers will continue to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Invesco Funds, and the profits estimated to be realized by the Fund, to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

 

 

F.

Collateral Benefits to Invesco Advisers and its Affiliates

 

The Board considered various other benefits to be received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees to be received for providing administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; and that the services are required for the operation of the Fund.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 43

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND
SUB-ADVISORY CONTRACTS (Continued)

 

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

 

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds with respect to certain investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers will receive from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the amount of advisory fees to be received by Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

The Board also considered that an affiliated broker may receive commissions for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers may use the affiliated broker to, among other things, control order routing and minimize information leakage, and the Board was be advised that such trades will be executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

44 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments Unaudited

 

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) on Form N-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q (or any successor Form) on the SEC website at sec.gov.

 

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

 

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

 

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

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 45

 

 

Distribution Sources Unaudited

 

For any distribution that took place over the last six months of the Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. For certain securities, such as Master Limited Partnerships (“MLPs”), the percentages attributed to each category are estimated using historical information because the character of the amounts received from the MLPs in which the Fund invests is unknown until after the end of the calendar year. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’. The Fund’s latest distribution information will be followed by the sources of any distribution, updated daily.

 

Fund Name

 

Pay
Date

   

Net
Income

   

Net
Profit
from Sale

   

Other
Capital
Sources

 

Invesco Oppenheimer SteelPath MLP Alpha Fund

    1/4/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Alpha Fund

    2/8/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Alpha Fund

    3/8/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Alpha Fund

    4/5/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Alpha Fund

    5/10/19       0.0 %     0.0 %     100.0 %

 

46 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

Shareholder Proxy Unaudited

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

A Special Meeting (“Meeting”) of Shareholders of Invesco Oppenheimer SteelPath MLP Alpha Fund was held on May 17, 2019. The Meeting was held for the following purpose:

 

(1)

Approval of an Agreement and Plan of Reorganization that provides for the reorganization of Oppenheimer SteelPath MLP Alpha Fund into Invesco Oppenheimer SteelPath MLP Alpha Fund.

 

The results of the voting on the above matter was as follows:

 

Matter

Votes For

Votes
Against

Votes
Abstain

Broker
Non-Votes

(1) Approval of an Agreement and Plan of Reorganization.

120,354,387

3,239,537

27,214,775

0

 

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 47

 

 

Invesco 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.

 

1

NTD

 

48 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

INVESCO PRIVACY POLICY (Continued)

 

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 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

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 49

 

 

INVESCO PRIVACY POLICY (Continued)

 

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.

 

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.

 

50 INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND

 

 

INVESCO PRIVACY POLICY (Continued)

 

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:

 

 

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.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA FUND 51

 

 

 

O-SPMA-SAR-1 07262019

 

 

 

 

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800 959 4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

*Prior to the close of business on May 24, 2019, the Fund’s name was Oppenheimer SteelPath MLP Income Fund. See Important Update on the following page for more information.

 

 

Important Update

 

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it had entered into an agreement whereby Invesco Ltd., a global investment management company would acquire OppenheimerFunds and its subsidiaries (together, “OppenheimerFunds”). After the close of business on May 24, 2019 Invesco Ltd. completed the acquisition of OppenheimerFunds. This Fund was included in that acquisition and as of that date, became part of the Invesco family of funds. Please visit oppenheimerfunds.com for more information or call Invesco’s Client Services team at 800-959-4246.

 

 

Table of Contents

 

Top Holdings and Allocations

4

Share Class Performance

5

Fund Expenses

7

Statement of Investments

10

Statement of Assets and Liabilities

15

Statement of Operations

17

Statements of Changes in Net Assets

18

Financial Highlights

19

Notes to Financial Statements

25

Initial Approval of Investment Advisory and Sub-Advisory Contracts

44

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments

49

Distribution Sources

50

Shareholder Proxy

51

Invesco Privacy Policy

52

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/19

   

Class A Shares
of the Fund

                 

 

 

Without
Sales
Charge

   

With
Sales
Charge

   

S&P 500
Index

   

Alerian MLP
Index

 

6-Month

    8.54 %     2.65 %     0.74 %     3.29 %

1-Year

    3.22 %     (2.40 )%     3.78 %     (1.12 )%

5-Year

    (4.00 )%     (5.07 )%     9.66 %     (6.62 )%

Since Inception (3/31/10)

    2.34 %     1.71 %     12.10 %     4.45 %

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Fund returns include changes in share price, reinvested distributions and a 5.50% maximum applicable sales charge except where “without sales charge” is indicated. As the result of a reorganization after the close of business on May 24, 2019, the returns of the Fund for periods on or prior to May 24, 2019 reflect performance of the Oppenheimer predecessor fund. Share class returns will differ from the predecessor fund due to a change in expenses and sales charges. Returns for periods of less than one year are not annualized. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and summary prospectus for more information on share classes and sales charges. Fund literature is available at invesco.com.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 3

 

 

Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP AND RELATED ENTITIES HOLDINGS

Energy Transfer LP

    10.01 %

Sunoco LP

    9.13 %

Buckeye Partners LP

    7.19 %

Tallgrass Energy LP

    6.82 %

USA Compression Partners LP

    6.80 %

Genesis Energy LP

    6.65 %

NuStar Energy LP

    6.46 %

NGL Energy Partners LP

    6.08 %

TC PipeLines LP

    5.70 %

EQM Midstream Partners LP

    3.45 %

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and are based on net assets.

 

SECTOR ALLOCATION

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and are based on the total value of investments.

 

4 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/19

 

Inception
Date

 

6-Month

   

1-Year

   

5-Year

   

Since
Inception

 

CLASS A (MLPDX)

3/31/10

    8.54 %     3.22 %     (4.00 )%     2.34 %

CLASS C (MLPRX)

6/10/11

    8.21 %     2.53 %     (4.71 )%     0.10 %

CLASS R1 (SPNNX)

5/24/19

    8.41 %     2.97 %     (4.24 )%     2.08 %

CLASS Y (MLPZX)

3/31/10

    8.62 %     3.63 %     (3.75 )%     2.59 %

CLASS R51 (SPMQX)

5/24/19

    8.54 %     3.22 %     (4.00 )%     2.34 %

CLASS R62 (OSPMX)

6/28/13

    8.76 %     3.62 %     (3.67 )%     (1.73 )%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/19

 

Inception
Date

 

6-Month

   

1-Year

   

5-Year

   

Since
Inception

 

CLASS A (MLPDX)

3/31/10

    2.65 %     (2.40 )%     (5.07 )%     1.71 %

CLASS C (MLPRX)

6/10/11

    7.21 %     1.63 %     (4.71 )%     0.10 %

CLASS R1 (SPNNX)

5/24/19

    8.41 %     2.97 %     (4.24 )%     2.08 %

CLASS Y (MLPZX)

3/31/10

    8.62 %     3.63 %     (3.75 )%     2.59 %

CLASS R51 (SPMQX)

5/24/19

    8.54 %     3.22 %     (4.00 )%     2.34 %

CLASS R62 (OSPMX)

6/28/13

    8.76 %     3.62 %     (3.67 )%     (1.73 )%

 

1.

Class R and 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.

Class R6 shares’ returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund.

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Performance shown at NAV does not include the applicable front-end sales charge, which would have reduced the performance. The current maximum initial sales charge for Class A shares is 5.50%, and the contingent deferred sales charge for Class C shares is 1% for the 1-year period. Class R, Class Y, Class R5 and R6 shares have no sales charge; therefore, performance is at NAV. 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 the predecessor fund due to a change in expenses and sales charge.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 5

 

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a float-adjusted, capitalization-weighted index measuring master limited partnerships, whose constituents represent approximately 85% of total float-adjusted market capitalization. The index is unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict performance of the Fund. 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 indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

Before investing in any of the Invesco funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.AIM.LINE (246-5463). Read prospectuses and summary prospectuses carefully before investing.

 

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.

 

6 INVESCO OPPENHEIMER STEELPATH MLP INCOME 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, 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 May 31, 2019.

 

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended May 31, 2019” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the 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.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 7

 

 

Actual

Beginning
Account
Value
December 1, 2018

Ending
Account
Value
May 31, 2019

Expenses
Paid During
6 Months Ended
May 31, 2019
1,2

CLASS A

$ 1,000.00

$ 1,085.40

$ 10.09

CLASS C

1,000.00

1,082.10

13.96

CLASS R

1,000.00

1,084.10

11.33

CLASS Y

1,000.00

1,086.20

8.79

CLASS R5

1,000.00

1,085.40

8.68

CLASS R6

1,000.00

1,087.60

8.38

 

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,015.30

9.75

CLASS C

1,000.00

1,011.60

13.49

CLASS R

1,000.00

1,014.10

10.95

CLASS Y

1,000.00

1,016.60

8.50

CLASS R5

1,000.00

1,016.70

8.40

CLASS R6

1,000.00

1,017.00

8.10

 

1.

Actual expenses paid for Class A, C, Y, and R6 are equal to the Fund’s annualized expense ratio for that class multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class R and R5 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 7/365 to reflect the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019.

 

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

 

8 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Those annualized expense ratios, based on the 6-month period ended May 31, 2019 for Classes A, C, Y, and R6 and for the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019 for Class R and R5 are as follows:

 

Class

Expense Ratios

CLASS A

1.94%

CLASS C

2.69

CLASS R

2.19

CLASS Y

1.69

CLASS R5

1.67

CLASS R6

1.61

 

The expense ratios for Class A, C, R, Y, R5, and R6 reflect contractual waivers and/or reimbursements of expenses by the Fund’s Manager. 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, if applicable.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 9

 

 

Statement of Investments May 31, 2019 / Unaudited

 

Description

 

Shares

   

Value

 

MLP Investments and Related Entities — 93.2%

Gathering/Processing — 7.6%

American Midstream Partners LP1

    6,227,012     $ 32,380,462  

DCP Midstream LP

    773,752       23,537,536  

EnLink Midstream LLC

    7,548,883       78,357,406  

Sanchez Midstream Partners LP1

    1,758,705       3,833,977  

Summit Midstream Partners LP1

    11,150,202       80,950,466  

Targa Resources Corp.

    745,910       28,687,699  

Total Gathering/Processing

            247,747,546  
                 

Natural Gas Pipeline Transportation — 19.2%

Energy Transfer LP

    23,786,214       326,822,586  

EQM Midstream Partners LP

    2,612,831       112,613,016  

TC PipeLines LP1

    5,133,142       185,973,734  

Total Natural Gas Pipeline Transportation

            625,409,336  
                 

Other Energy — 29.1%

AmeriGas Partners LP

    838,758       28,459,059  

CrossAmerica Partners LP1

    5,059,477       81,255,201  

GasLog Partners LP2

    1,190,291       25,150,849  

Global Partners LP1

    3,881,379       77,161,814  

Golar LNG Partners LP1,2

    4,669,416       52,437,542  

Hoegh LNG Partners LP2

    484,142       8,288,511  

KNOT Offshore Partners LP1,2

    1,788,152       33,688,784  

Sprague Resources LP1

    1,638,339       28,294,114  

Suburban Propane Partners LP1

    4,184,901       95,834,233  

Sunoco LP1

    9,948,051       298,043,608  

Teekay Offshore Partners LP2

    440,043       506,049  

USA Compression Partners LP1

    13,010,459       222,088,535  

Total Other Energy

            951,208,299  
 

Petroleum Pipeline Transportation — 35.6%

Buckeye Partners LP

    5,759,071       234,739,734  

Delek Logistics Partners LP

    453,843       13,901,211  

Genesis Energy LP1

    9,956,274       217,245,899  

Holly Energy Partners LP

    1,121,964       29,833,023  

NGL Energy Partners LP1

    13,364,586       198,330,456  

NuStar Energy LP1

    7,825,269       210,969,252  

PBF Logistics LP

    1,770,231       35,581,643  

Tallgrass Energy LP, Class A1

    9,361,662       222,713,939  

Total Petroleum Pipeline Transportation

            1,163,315,157  
                 

Terminalling & Storage — 1.7%

Blueknight Energy Partners LP1

    2,140,334       2,311,561  

Martin Midstream Partners LP1

    8,047,133       54,157,205  

Total Terminalling & Storage

            56,468,766  
                 

Total MLP Investments And Related Entities

(identified cost $3,091,342,262)

    3,044,149,104  
         

Preferred MLP Investments and Related Entities — 2.2%

Gathering/Processing — 0.8%

Crestwood Equity Partners LP, 9.25%3

    2,867,201       26,951,689  
                 

Other Energy — 0.4%

CSI Compressco LP - Series A, 11%1,4,5,6 (Cost $1,592,498)

    212,421       3,303,140  

Teekay Offshore Partners LP, 7.25%2,3

    592,198       9,700,204  

Total Other Energy

            13,003,344  

 

10 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Statement of Investments Unaudited / (Continued)

 

Description

 

Shares

   

Value

 

Petroleum Pipeline Transportation — 1.0%

Blueknight Energy Partners LP, 11%1,3,6

    799,993     $ 3,903,966  

GPM Petroleum LP, 10%1,4 (Cost $20,234,023)

    1,500,000       28,920,000  

Total Petroleum Pipeline Transportation

            32,823,966  
                 

Total Preferred MLP Investments And Related Entities

       

(identified cost $57,757,027)

    72,778,999  
             

Short-Term Investments — 0.3%

Money Market — 0.3%

       

Fidelity Treasury Portfolio, Institutional Class, 2.23%7

    8,223,478       8,223,478  

Total Short-Term Investments

(identified cost $8,223,478)

    8,223,478  
         

Total Investments — 95.7%

       

(identified cost $3,157,322,767)

    3,125,151,581  

Other Assets in Excess of Liabilities — 4.3%

            139,501,488  

Net Assets — 100%

          $ 3,264,653,069  

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 11

 

 

Statement of Investments Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

LLC — Limited Liability Company

 

LP — Limited Partnership

 

1.

Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the period ended May 31, 2019, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during this period in which the issuer was an affiliate are as follows:

 

 

 

Shares
November 30,
2018

   

Gross
Additions

   

Gross
Reductions

   

Shares
May 31,
2019

 

MLP Investments and Related Entities

                       

American Midstream Partners LP

    6,227,012                   6,227,012  

Blueknight Energy Partners LP

    2,140,334                   2,140,334  

CrossAmerica Partners LP

    4,811,251       248,226             5,059,477  

CSI Compressco LP i

    4,440,244       173,898       (4,614,142 )      

Genesis Energy LP

    8,765,274       1,191,000             9,956,274  

Global Partners LP

    3,631,379       250,000             3,881,379  

Golar LNG Partners LP

    4,569,416       100,000             4,669,416  

KNOT Offshore Partners LP

    1,788,152                   1,788,152  

Martin Midstream Partners LP

    7,647,133       400,000             8,047,133  

NGL Energy Partners LP

    12,364,586       1,000,000             13,364,586  

NuStar Energy LP

    7,825,269                   7,825,269  

Sanchez Midstream Partners LP

    1,758,705                   1,758,705  

Sprague Resources LP

    1,635,016       3,323             1,638,339  

Suburban Propane Partners LP

    3,884,901       300,000             4,184,901  

Summit Midstream Partners LP

    10,750,202       400,000             11,150,202  

Sunoco LP

    9,339,784       608,267             9,948,051  

Tallgrass Energy LP

    8,809,126       750,000       (197,464 )     9,361,662  

TC Pipelines LP

    4,716,646       600,000       (183,504 )     5,133,142  

USA Compression Partners LP

    12,023,961       986,498             13,010,459  

Preferred MLP Investments and Related Entities

               

Blueknight Energy Partners LP - Preferred

    799,993                   799,993  

CSI Compressco LP - Preferred i

    579,201       27,413       (394,194 )     212,421  

GPM Petroleum LP - Preferred ii

    1,500,000                   1,500,000  

 

 

12 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Statement of Investments Unaudited / (Continued)

 

           

Divideds and Distributions

                 

 

 

Value
May 31,
2019

   

Return of
Capital

   

Capital
Gains

   

Income

   

Realized
Gain/(Loss)

   

Change in
Unrealized
Appreciation/
Depreciation

 

MLP Investments and Related Entities

               

American Midstream Partners LP

  $ 32,380,462     $     $     $     $     $ 2,802,155  

Blueknight Energy Partners LP

    2,311,561       139,201       117,639                   (1,209,209 )

CrossAmerica Partners LP

    81,255,201       5,181,201                         6,735,392  

CSI Compressco LP i

          41,364       4,777             (24,423,155 )     19,924,166  

Genesis Energy LP

    217,245,899       9,986,651       370,700                   8,391,151  

Global Partners LP

    77,161,814       3,527,576       233,640                   13,108,182  

Golar LNG Partners LP

    52,437,542       3,734,336                         2,004,847  

KNOT Offshore Partners LP

    33,688,784       1,071,711             787,967             (862,259 )

Martin Midstream Partners LP

    54,157,205       5,676,642       108,708                   (24,309,660 )

NGL Energy Partners LP

    198,330,456       10,112,377                         81,567,634  

NuStar Energy LP

    210,969,252       9,244,687       145,636                   31,077,187  

Sanchez Midstream Partners LP

    3,833,977             527,612                   (1,354,203 )

Sprague Resources LP

    28,294,114       2,187,183                         1,298,239  

Suburban Propane Partners LP

    95,834,233       4,901,881                         3,573,342  

Summit Midstream Partners LP

    80,950,466       9,362,898       24,151                   (45,909,419 )

Sunoco LP

    298,043,608       16,417,408                         37,332,133  

Tallgrass Energy LP

    222,713,939       9,751,745                   (10,290 )     31,412,684  

TC Pipelines LP

    185,973,734       6,673,085                   796,480       38,886,122  

USA Compression Partners LP

    222,088,535       11,829,211       1,501,229                   44,736,644  

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 13

 

 

Statement of Investments Unaudited / (Continued)

 

           

Divideds and Distributions

                 

 

 

Value
May 31,
2019

   

Return of
Capital

   

Capital
Gains

   

Income

   

Realized
Gain/(Loss)

   

Change in
Unrealized
Appreciation/
Depreciation

 

Preferred MLP Investments and Related Entities

               

Blueknight Energy Partners LP - Preferred

  $ 3,903,966     $ 285,998     $     $     $     $ (737,993 )

CSI Compressco LP - Preferred i

    3,303,140       313,331                   1,238,749       (1,176,831 )

GPM Petroleum LP - Preferred ii

    28,920,000       1,485,752                         450,752  
      2,133,797,888       111,924,238       3,034,092       787,967       (22,398,216 )     247,741,056  

 

 

i.

Is not an affiliate as of May 31, 2019. Was an affiliate during the period ended May 31, 2019.

 

 

ii.

An affiliate due to the Manager sitting on the board.

 

2.

Foreign security denominated in U.S. dollars.

 

3.

Perpetual security. Maturity date is not applicable.

 

4.

The value of this security was determined using significant unobservable inputs. See Note 3 of accompanying Notes.

 

5.

Interest of dividend paid in kind, when applicable.

 

6.

Restricted security. The aggregate value of restricted securities at period end was $32,223,140, which represents 0.99% of the Fund’s net assets.

 

7.

Rate shown is the 7-day yield at period end.

 

See accompanying Notes to Financial Statements.

 

14 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Statement of Assets and Liabilities May 31, 2019 / Unaudited

 

Assets:

 

Investments at value – see accompanying Statement of Investments:

       

Unaffiliated companies (cost $993,176,944)

  $ 994,656,833  

Affiliated companies (cost $2,164,145,823)

    2,130,494,748  

 

    3,125,151,581  

Deferred tax asset, net

    144,557,928  

Receivable for beneficial interest sold

    2,432,366  

Prepaid expenses

    409,797  

Dividends receivable

    21,495  

Total assets

    3,272,573,167  

 

 

Liabilities:

       

Payable for beneficial interest redeemed

    2,815,112  

Payable to Manager

    2,462,921  

Payable for distribution and service plan fees

    1,089,640  

Payable for investments purchased

    517,001  

Transfer agent fees payable

    486,489  

Borrowing expense payable

    56,074  

Other liabilities

    492,861  

Total liabilities

    7,920,098  

 

 

Net Assets

  $ 3,264,653,069  

 

 

Composition of Net Assets

       

Shares of beneficial interest

  $ 3,795,730,318  

Total accumulated loss

    (531,077,249 )

Net Assets

  $ 3,264,653,069  

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 15

 

 

Statement of Assets and Liabilities Unaudited / (Continued)

 

Net Asset Value, Offering Price and Redemption Proceeds Per Share

       

Class A Shares:

       

Net asset value and redemption proceeds per share

  $ 5.58  

Offering price per share (net asset value plus sales charge of 5.50% of offering price)

  $ 5.90  

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.13  

Class R Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.58  

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.78  

Class R5 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.58  

Class R6 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.82  

 

 

Net Assets:

       

Class A shares

  $ 1,422,579,716  

Class C shares

    909,600,843  

Class R shares

    9,887  

Class Y shares

    898,893,798  

Class R5 shares

    9,887  

Class R6 shares

    33,558,938  

Total Net Assets

  $ 3,264,653,069  
         

Shares Outstanding:

       

Class A shares

    254,954,396  

Class C shares

    177,411,705  

Class R shares

    1,773  

Class Y shares

    155,591,881  

Class R5 shares

    1,773  

Class R6 shares

    5,770,587  

Total Shares Outstanding

    593,732,115  

 

See accompanying Notes to Financial Statements.

 

16 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Statement of Operations
For the Six Months Ended May 31, 2019 / Unaudited

 

Investment Income

       

Distributions and dividends ($787,967 from affiliates)

  $ 158,487,240  

Less return of capital on distributions and dividends ($111,924,238 from affiliates)

    (153,187,196 )

Less return of capital on distributions and dividends in excess of cost basis ($3,034,092 from affiliates)

    (5,478,457 )

Total investment income

    (178,413 )

 

 

Expenses

       

Management fees

    15,048,820  

Distribution and service plan fees

       

Class A

    1,711,032  

Class C

    4,458,289  

Transfer agent fees

       

Class A

    1,312,094  

Class C

    853,543  

Class Y

    845,149  

Class R6

    3,826  

Borrowing fees

    425,001  

Administrative fees

    414,451  

Tax expense

    172,882  

Custody fees

    93,847  

Legal, auditing, and other professional fees

    88,826  

Registration fees

    82,124  

Trustees’ fees

    62,946  

Other

    47,305  

Total expenses, before waivers and deferred taxes

    25,620,135  

Less expense waivers

    (1,413,728 )

Net expenses, before deferred taxes

    24,206,407  

 

 

Net investment loss, before deferred taxes

    (24,384,820 )

Deferred tax benefit

    237,845  

Net investment loss, net of deferred taxes

    (24,146,975 )

 

 

Net Realized and Unrealized Gains/Losses on Investments:

       

Net Realized Gains / (Losses)

       

Investments from:

       

Unffiliated companies (net return of capital in excess of cost basis of $2,444,365)

    (56,687,811 )

Affiliated companies (net return of capital in excess of cost basis of $3,034,092)

    (22,398,216 )

Deferred tax benefit

    2,507,008  

Net realized losses, net of deferred taxes

    (76,579,019 )

Net Change in Unrealized Appreciation/(Depreciation)

       

Investments from:

       

Unaffiliated companies

    114,973,143  

Affiliated companies

    247,741,056  

Deferred tax expense

    (11,497,951 )

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    351,216,248  

 

 

Net realized and unrealized gains on investments, net of deferred taxes

    273,747,997  

Change in net assets resulting from operations

  $ 250,490,254  

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 17

 

 

Statements of Changes in Net Assets

 

 

 

For the Six
Months Ended
May 31, 2019
(Unaudited)

   

For the
Year Ended
November 30,
2018

 

Operations

               

Net investment loss, net of deferred taxes

  $ (24,146,975 )   $ (67,508,565 )

Net realized gains/(losses), net of deferred taxes

    (76,579,019 )     32,237,328  

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    351,216,248       (128,200,281 )

Change in net assets resulting from operations

    250,490,254       (163,471,518 )

 

 

 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

    (70,339,409 )     (160,500,997 )

Class C shares

    (49,518,171 )     (117,326,984 )

Class Y shares

    (43,702,740 )     (102,276,139 )

Class R6 shares

    (1,315,038 )     (2,782,423 )

Distributions to shareholders from return of capital:

    (164,875,358 )     (382,886,543 )
                 

Distributions to shareholders from income:

               

Class A shares

          (9,870 )

Class C shares

          (7,215 )

Class Y shares

          (6,290 )

Class R6 shares

          (171 )

Distributions to shareholders from income:

          (23,546 )

Change in net assets resulting from distributions to shareholders

    (164,875,358 )     (382,910,089 )

 

 

 

Beneficial Interest Transactions

               

Class A shares

    71,049,375       56,385,689  

Class C shares

    23,635,436       (9,084,854 )

Class R shares

    10,000        

Class Y shares

    7,979,251       72,968,628  

Class R5 shares

    10,000        

Class R6 shares

    9,936,424       3,060,289  

Change in net assets resulting from beneficial interest transactions

    112,620,486       123,329,752  

Change in net assets

    198,235,382       (423,051,855 )

 

 

 

Net Assets

               

Beginning of period

    3,066,417,687       3,489,469,542  

End of period

  $ 3,264,653,069     $ 3,066,417,687  

 

 

See accompanying Notes to Financial Statements.

 

18 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Financial Highlights

 

Class A

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.41     $ 6.37     $ 7.47     $ 7.78     $ 11.01     $ 10.86  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.03 )     (0.11 )     (0.06 )     (0.05 )     (0.06 )     (0.09 )

Return of capital1

    0.20       0.44       0.39       0.41       0.48       0.48  

Net realized and unrealized gains/(losses)

    0.28       (0.61 )     (0.72 )     0.11       (2.87 )     0.54  

Total from investment operations

    0.45       (0.28 )     (0.39 )     0.47       (2.45 )     0.93  

Distributions to shareholders:

                                               

Return of capital

    (0.28 )     (0.68 )     (0.62 )     (0.78 )     (0.78 )     (0.78 )

Income

          (0.00 )2     (0.09 )                  

Total distributions to shareholders

    (0.28 )     (0.68 )     (0.71 )     (0.78 )     (0.78 )     (0.78 )

Net asset value, end of period

  $ 5.58     $ 5.41     $ 6.37     $ 7.47     $ 7.78     $ 11.01  

 

                                               

Total Return, at Net Asset Value3

    8.54 %     (4.87 %)     (5.91 %)     7.29 %     (23.32 %)     8.66 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 1,422,580     $ 1,312,478     $ 1,482,395     $ 1,681,230     $ 1,355,597     $ 2,116,790  

Ratio of Expenses to Average Net Assets:8

       

Before (waivers) and deferred tax expense/(benefit)

    1.48 %     1.49 %     1.47 %     1.49 %     1.49 %     1.50 %

Expense (waivers)

    (0.09 %)     (0.10 %)4     (0.11 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred tax expense/(benefit)5

    1.39 %     1.39 %     1.36 %     1.37 %     1.38 %     1.38 %

Deferred tax expense/(benefit)6

    0.55 %     2.70 %     (1.47 %)     2.07 %     (12.85 %)     4.38 %

Total expenses/(benefit)

    1.94 %     4.09 %     (0.11 %)     3.44 %     (11.47 %)     5.76 %
                                                 

Ratio of Investment Loss to Average Net Assets:8

                               

Before (waivers) and deferred tax benefit/(expense)

    (1.36 %)     (1.29 %)     (1.11 %)     (1.09 %)     (1.22 %)     (1.41 %)

Expense (waivers)

    (0.09 %)     (0.10 %)4     (0.11 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (1.27 %)     (1.19 %)     (1.00 %)     (0.97 %)     (1.11 %)     (1.29 %)

Deferred tax benefit/(expense)7

    0.01 %     (0.54 %)     0.21 %     0.32 %     0.54 %     0.56 %

Net investment loss

    (1.26 %)     (1.73 %)     (0.79 %)     (0.65 %)     (0.57 %)     (0.73 %)

 

                                               

Portfolio turnover rate

    12 %     30 %     17 %     22 %     18 %     14 %

 

*

November 28, 2014 represents the last business day of the Fund’s reporting period.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Rounds to less than ($.005) per share.

3.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.35%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 19

 

 

 

 

Financial Highlights (Continued)

 

 

Class C

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.01     $ 5.99     $ 7.12     $ 7.51     $ 10.73     $ 10.68  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.07 )     (0.18 )     (0.14 )     (0.12 )     (0.15 )     (0.17 )

Return of capital1

    0.20       0.44       0.39       0.41       0.48       0.48  

Net realized and unrealized gains/(losses)

    0.27       (0.56 )     (0.67 )     0.10       (2.77 )     0.52  

Total from investment operations

    0.40       (0.30 )     (0.42 )     0.39       (2.44 )     0.83  

Distributions to shareholders:

                                               

Return of capital

    (0.28 )     (0.68 )     (0.62 )     (0.78 )     (0.78 )     (0.78 )

Income

          (0.00 )2     (0.09 )                  

Total distributions to shareholders

    (0.28 )     (0.68 )     (0.71 )     (0.78 )     (0.78 )     (0.78 )

Net asset value, end of period

  $ 5.13     $ 5.01     $ 5.99     $ 7.12     $ 7.51     $ 10.73  

 

                                               

Total Return, at Net Asset Value3

    8.21 %     (5.55 %)     (6.65 %)     6.44 %     (23.85 %)     7.84 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 909,601     $ 867,323     $ 1,046,385     $ 1,199,208     $ 1,096,028     $ 1,701,552  

Ratio of Expenses to Average Net Assets:8

Before (waivers) and deferred tax expense/(benefit)

    2.23 %     2.24 %     2.22 %     2.24 %     2.24 %     2.25 %

Expense (waivers)

    (0.09 %)     (0.10 %)4     (0.11 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred tax expense/(benefit)5

    2.14 %     2.14 %     2.11 %     2.12 %     2.13 %     2.13 %

Deferred tax expense/(benefit)6

    0.55 %     2.70 %     (1.47 %)     2.07 %     (12.85 %)     4.38 %

Total expenses/(benefit)

    2.69 %     4.84 %     0.64 %     4.19 %     (10.72 %)     6.51 %
                                                 

Ratio of Investment Loss to Average Net Assets:8

Before (waivers) and deferred tax benefit/(expense)

    (2.92 %)     (2.73 %)     (2.39 %)     (2.28 %)     (2.21 %)     (2.21 %)

Expense (waivers)

    (0.09 %)     (0.10 %)4     (0.11 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (2.83 %)     (2.63 %)     (2.28 %)     (2.16 %)     (2.10 %)     (2.09 %)

Deferred tax benefit/(expense)7

    0.01 %     (0.54 %)     0.21 %     0.32 %     0.54 %     0.56 %

Net investment loss

    (2.82 %)     (3.17 %)     (2.07 %)     (1.84 %)     (1.56 %)     (1.53 %)

 

                                               

Portfolio turnover rate

    12 %     30 %     17 %     22 %     18 %     14 %

 

*

November 28, 2014 represents the last business day of the Fund’s reporting period.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Less than ($.005).

3.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 2.10%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

20 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

 

 

Financial Highlights (Continued)

 

 

Class R

 

For the
Period Ended
May 31,
2019
(Unaudited)
1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 5.64  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gains/(losses)

    (0.06 )

Total from investment operations

    (0.06 )

Distributions to shareholders:

       

Return of capital

     

Income

     

Total distributions to shareholders

     

Net asset value, end of period

  $ 5.58  

 

       

Total Return, at Net Asset Value4

    8.41 %
         

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of Expenses to Average Net Assets:8

       

Before (waivers) and deferred tax expense

    1.73 %

Expense (waivers)

    (0.09 %)

Net of (waivers) and before deferred tax expense5

    1.64 %

Deferred tax expense6

    0.55 %

Total expenses/(benefit)

    2.19 %
         

Ratio of Investment Loss to Average Net Assets:8

       

Before (waivers) and deferred tax benefit

    (1.38 %)

Expense (waivers)

    (0.09 %)

Net of expense (waivers) and before deferred tax benefit

    (1.29 %)

Deferred tax benefit7

    0.01 %

Net investment loss

    (1.28 %)

 

 

Portfolio turnover rate

    12 %

 

1.

Shares commenced operations after at the close of business on May 24, 2019.

2.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

3.

Less than ($.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.85%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 21

 

 

 

 

Financial Highlights (Continued)

 

 

Class Y

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.59     $ 6.54     $ 7.63     $ 7.91     $ 11.15     $ 10.97  

Income/(loss) from investment operations:

                                               

Net investment loss1

    (0.02 )     (0.07 )     (0.03 )     (0.02 )     (0.02 )     (0.04 )

Return of capital1

    0.20       0.44       0.39       0.41       0.48       0.48  

Net realized and unrealized gains/(losses)

    0.29       (0.64 )     (0.74 )     0.11       (2.92 )     0.52  

Total from investment operations

    0.47       (0.27 )     (0.38 )     0.50       (2.46 )     0.96  

Distributions to shareholders:

                                               

Return of capital

    (0.28 )     (0.68 )     (0.62 )     (0.78 )     (0.78 )     (0.78 )

Income

          (0.00 )2     (0.09 )                  

Total distributions to shareholders

    (0.28 )     (0.68 )     (0.71 )     (0.78 )     (0.78 )     (0.78 )

Net asset value, end of period

  $ 5.78     $ 5.59     $ 6.54     $ 7.63     $ 7.91     $ 11.15  

 

                                               

Total Return, at Net Asset Value3

    8.62 %     (4.57 %)     (5.64 %)     7.56 %     (23.11 %)     8.85 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 898,894     $ 863,403     $ 936,587     $ 859,443     $ 679,630     $ 992,009  

Ratio of Expenses to Average Net Assets:8

Before (waivers) and deferred tax expense/(benefit)

    1.23 %     1.24 %     1.22 %     1.24 %     1.24 %     1.24 %

Expense (waivers)

    (0.09 %)     (0.10 %)4     (0.11 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of (waivers) and before deferred tax expense/(benefit)5

    1.14 %     1.14 %     1.11 %     1.12 %     1.13 %     1.12 %

Deferred tax expense/(benefit)6

    0.55 %     2.70 %     (1.47 %)     2.07 %     (12.85 %)     4.38 %

Total expenses/(benefit)

    1.69 %     3.84 %     (0.36 %)     3.19 %     (11.72 %)     5.50 %
                                                 

Ratio of Investment Loss to Average Net Assets:8

Before (waivers) and deferred tax benefit/(expense)

    (0.78 %)     (0.74 %)     (0.71 %)     (0.72 %)     (0.81 %)     (1.01 %)

Expense (waivers)

    (0.09 %)     (0.10 %)4     (0.11 %)4     (0.12 %)     (0.11 %)     (0.12 %)

Net of expense (waivers) and before deferred tax benefit/(expense)

    (0.69 %)     (0.64 %)     (0.60 %)     (0.60 %)     (0.70 %)     (0.89 %)

Deferred tax benefit/(expense)7

    0.01 %     (0.54 %)     0.21 %     0.32 %     0.54 %     0.56 %

Net investment loss

    (0.68 %)     (1.18 %)     (0.39 %)     (0.28 %)     (0.16 %)     (0.33 %)

 

 

 

 

 

 

 

Portfolio turnover rate

    12 %     30 %     17 %     22 %     18 %     14 %

 

*

November 28, 2014 represents the last business day of the Fund’s reporting period.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Less than ($.005).

3.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.10%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

22 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

 

 

Financial Highlights (Continued)

 

 

Class R5

 

For the
Period Ended
May 31,
2019
(Unaudited)
1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 5.64  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gains/(losses)

    (0.06 )

Total from investment operations

    (0.06 )

Distributions to shareholders:

       

Return of capital

     

Income

     

Total distributions to shareholders

     

Net asset value, end of period

  $ 5.58  

 

       

Total Return, at Net Asset Value4

    8.54 %
         

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of Expenses to Average Net Assets:8

       

Before deferred tax expense5

    1.12 %

Deferred tax expense6

    0.55 %

Total expenses

    1.67 %
         

Ratio of Investment Loss to Average Net Assets:8

       

Before deferred tax benefit

    (0.75 %)

Deferred tax benefit7

    0.01 %

Net investment loss

    (0.74 %)

 

 

Portfolio turnover rate

    12 %

 

1.

Shares commenced operations after at the close of business on May 24, 2019.

2.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

3.

Less than ($.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.08%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 23

 

 

 

 

Financial Highlights (Continued)

 

 

Class R6

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.62     $ 6.57     $ 7.66     $ 7.93     $ 11.17     $ 10.97  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    0.00 2      (0.07 )     0.00 2      0.16       (0.03 )     0.01  

Return of capital1

    0.20       0.44       0.39       0.41       0.48       0.48  

Net realized and unrealized gains/(losses)

    0.28       (0.64 )     (0.77 )     (0.06 )     (2.91 )     0.49  

Total from investment operations

    0.48       (0.27 )     (0.38 )     0.51       (2.46 )     0.98  

Distributions to shareholders:

                                               

Return of capital

    (0.28 )     (0.68 )     (0.62 )     (0.78 )     (0.78 )     (0.78 )

Income

          (0.00 )3     (0.09 )                  

Total distributions to shareholders

    (0.28 )     (0.68 )     (0.71 )     (0.78 )     (0.78 )     (0.78 )

Net asset value, end of period

    5.82       5.62       6.57       7.66     $ 7.93     $ 11.17  

 

                                               

Total Return, at Net Asset Value4

    8.76 %     (4.55 %)     (5.61 %)     7.68 %     (23.06 %)     9.04 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 33,559     $ 23,214     $ 24,103     $ 20,112     $ 235     $ 331  

Ratio of Expenses to Average Net Assets:8

Before deferred tax expense/(benefit)5

    1.06 %     1.07 %     1.03 %     1.01 %     1.05 %     1.05 %

Deferred tax expense/(benefit)6

    0.55 %     2.70 %     (1.47 %)     2.07 %     (12.85 %)     4.38 %

Total expenses/(benefit)

    1.61 %     3.77 %     (0.44 %)     3.08 %     (11.80 %)     5.43 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:8

Before deferred tax benefit/(expense)

    (0.15 %)     (0.58 %)     (0.21 %)     1.69 %     (0.88 %)     (0.45 %)

Deferred tax benefit/(expense)7

    0.01 %     (0.54 %)     0.21 %     0.32 %     0.54 %     0.56 %

Net investment income/(loss)

    (0.14 %)     (1.12 %)     0.00 %7     2.01 %     (0.34 %)     0.11 %

 

 

 

 

 

 

 

Portfolio turnover rate

    12 %     30 %     17 %     22 %     18 %     14 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting period.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Less than $.005.

3.

Less than ($.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.02%, 1.03%, 1.02%, 0.99%, 1.02%, and 1.02% for the periods ended May 31, 2019, November 30, 2018 November 30, 2017, November 30, 2016, November 30, 2015 and November 28, 2014, respectively.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

24 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

 

 

Notes to Financial Statements Unaudited

 

 

 

Note 1 Significant Accounting Policies

 

Invesco Oppenheimer SteelPath MLP Income Fund (the “Fund”) is a separate series of AIM Investment Funds (Invesco Investment Funds)(the “Trust”). The Trust is organized as a Delaware statutory trust, as amended (the “1940 Act”), as an open-end management investment company authorized to 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.

 

Prior to the close of business on May 24, 2019, the Fund operated as Oppenheimer SteelPath MLP Income Fund (the “Acquired Fund” or “Predecessor Fund”). The Acquired Fund was reorganized after the close of business on May 24, 2019 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).

 

Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class C, and Class Y shares received the corresponding class of shares of the Fund and holders of the Acquired Fund’s Class I shares received Class R6 shares of the Fund. Information for the Acquired Fund’s Class I Shares prior to the Reorganization is included with information relating to Class R6 Shares throughout this report. Class R and Class R5 shares commenced operations on the Reorganization Date.

 

The Fund’s investment objective is to seek total return.

 

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

 

A.

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

 

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 25

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

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

 

26 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

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 economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 27

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

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 investments 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.

 

28 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

D.

Dividends and Distributions to Shareholders – Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year.

 

E.

Master Limited Partnerships – The Fund primarily invests in Master Limited Partnerships (“MLPs”). MLPs are publicly traded partnerships and limited liability companies taxed as partnerships under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Fund principally invests in MLPs that derive their revenue primarily from businesses involved in the gathering, transporting, processing, treating, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products or coal (“energy infrastructure MLPs”). The Fund is a partner in each MLP; accordingly, the Fund is required to take into account the Fund’s allocable share of income, gains, losses, deductions, expenses, and tax credits recognized by each MLP. The Fund is non-diversified and will concentrate its investments in the energy sector. Energy infrastructure MLPs are subject to a variety of industry specific risk factors that may adversely affect their business or operations, including a decrease in production or reduced volumes of natural gas or other energy commodities available for transporting, processing, storing or distributing; changes in energy commodity prices; a sustained reduced demand for crude oil, natural gas and refined petroleum products; depletion of natural gas reserves or other commodities if not replaced; natural disasters, extreme weather and environmental hazards; rising interest rates, how facilities are constructed, maintained and operated, environmental and safety controls, and the prices

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 29

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

they may charge for products and services. In addition, taxes, government regulation, international politics, price, and supply fluctuations, volatile interest rates and energy conservation may cause difficulties for energy infrastructure MLPs.

 

MLPs may be less liquid and subject to more abrupt or erratic price movements than conventional publicly traded securities.

 

F.

Return of Capital – Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. The return of capital portion of the distribution is a reduction to investment income that results in an equivalent reduction in the cost basis of the associated investments and increases net realized gains (losses) and change in unrealized appreciation (depreciation). Such estimates are based on historical information available from each MLP and other industry sources. These estimates will subsequently be revised and may materially differ primarily based on information received from the MLPs after their tax reporting periods are concluded.

 

G. Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. For the period ended May 31, 2019, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 2.0 percent for state and local tax, net of federal tax expense.

 

The alternative minimum tax (“AMT”) requirements were repealed with the enactment of H.R. 1, Tax Cuts and Jobs Act (the “TCJA”), for tax years beginning after December 31, 2017. Any past alternative minimum taxes paid by the fund do qualify for substantial refundability under the TCJA with AMT credit carryforwards becoming partially refundable prior to, or fully refundable for tax years beginning in 2021.

 

The Fund’s income tax provision consists of the following as of May 31, 2019:

 

Current tax expense/(benefit)     
Federal  $ 
State    
Total current tax expense  $ 
      
Deferred tax expense/(benefit)     
Federal  $7,991,958 
State   761,140 
Total deferred tax expense  $8,753,098 

 

30 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

The reconciliation between the federal statutory income tax rate of 21% and the tax effect on net investment income (loss) and realized and unrealized gain (loss) follows:

 

   Amount   % Effect 
Application of Federal statutory income tax rate  $54,441,104    21.00%
State income taxes net of federal benefit   5,184,866    2.00%
Effect of permanent differences   535,148    0.21%
Change in valuation allowance   (51,408,020)   (19.83%)
Total income tax expense (benefit)  $8,753,098    3.38%

 

For the period ended May 31, 2019 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of 3.38% (net expense) differed from the combined federal and state statutory tax rate of 23.00% (net expense) due in large part to the change in valuation allowance primarily as a result of the change in unrealized appreciation.

 

The Fund intends to invest its assets primarily in MLP investments, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLP investments, the Fund reports its allocable share of the MLP investments’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

At May 31, 2019, the Fund determined a valuation allowance was not required. In evaluating a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 31

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

Additionally, various tax law changes resulting from the enactment of the TCJA were considered by the Fund in assessing the recoverability of its deferred tax assets. Specifically, the TCJA eliminated the net operating loss carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any net operating losses arising in tax years ending after December 31, 2017. The TCJA also established a limitation for any net operating losses generated in tax years beginning after December 31, 2017 to the lesser of the aggregate of available net operating losses or 80% of taxable income before any net operating loss utilization. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions, or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2019 are as follows:

 

Deferred tax assets:     
Net operating loss carryforward (tax basis) - Federal  $192,266,827 
Net operating loss carryforward (tax basis) - State   19,123,905 
Excess business interest expense carryforward   7,082,675 
Capital loss carryforward (tax basis)   88,453,328 
Total deferred tax asset   306,926,735 
      
Deferred tax liabilities:     
Net unrealized gains on investment securities (tax basis)  $(162,368,807)
Total deferred tax liability   (162,368,807)
      
Total net deferred tax asset/(liability)  $144,557,928 

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

32 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2019, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months. Generally, the Fund is subject to examinations by taxing authorities for up to three years after the filing of the return for the tax period. All relevant periods are still open for examination.

 

At May 31, 2019 the Fund had net operating loss carryforwards for federal income tax purposes, as follows:

 

Expiration date for expiring net operating loss carryforwards:    
11/30/2030  $3,877 
11/30/2031   4,997,354 
11/30/2032   7,401,746 
11/30/2033   47,597,832 
11/30/2034   159,225,802 
11/30/2035   258,885,745 
11/30/2036   144,231,370 
11/30/2037   63,880,432 
Total expiring net operating loss carryforwards  $686,224,158 
      
Total non-expiring net operating loss carryforwards  $229,332,155 
      
Total net operating loss carryforwards  $915,556,313 

 

At May 31, 2019, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date    
11/30/2021  $318,691,951 
11/30/2024   65,887,737 
Total  $384,579,688 

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 33

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 1 Significant Accounting Policies (Continued)

 

At May 31, 2019, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments  $2,420,361,063 
Gross Unrealized Appreciation  $901,858,962 
Gross Unrealized Depreciation   (197,068,444)
Net Unrealized Appreciation (Depreciation) on Investments  $704,790,518 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

H.

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.

 

I.

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.

 

J.

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.

 

34 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

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 $3 billion

0.95%

Next $2 billion

0.93%

Over $5 billion

0.90%

 

For the six months ended May 31, 2019, the effective advisory fees incurred by the Fund was 0.95%. From the beginning of the fiscal period until the date of the Reorganization, the Acquired Fund paid $14,447,356 in advisory fees to OFI SteelPath, Inc. based on the annual rates above of the Acquired Fund’s average daily net assets.

 

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

 

Effective on the Reorganization Date, the Adviser has contractually agreed, through at least May 31, 2021, to waive advisory fees and/or reimburse expenses of all shares to the 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 1.35%. 2.10%, 1.60%, 1.10%, 1.08% and 1.03%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause total annual fund operating expense after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expenses on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 35

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 2 – Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

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 six months ended May 31, 2019, advisory fees of $1,413,728 were waived.

 

Prior to the Reorganization, the OFI SteelPath, Inc. had contractually agreed to waive fees and/or reimburse expenses of Class A, Class C, and Class Y shares to 1.35%. 2.10%, and 1.10%, respectively, of the Acquired Fund’s average daily net assets.

 

The Trust has entered into an administration and fund accounting agreement with UMB Fund Services, Inc. (“UMB”) pursuant to which UMB shall provide administration and fund accounting services to the Fund. For the six months, ended May 31, 2019, expenses incurred under the agreement are shown in the Statement of Operations as Administrative fees. Prior to the Reorganization, the Acquired Fund paid administrative fees to UMB. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund. Prior to the Reorganization, UMB Bank, n.a. served 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. Prior to the Reorganization, the Acquired Fund paid transfer agent fees to OFI Global Asset Management, Inc. For the six months ended May 31, 2019, expenses incurred under these agreements 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 Plan, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of the Class A, 1.00% of the average daily net assets of Class C and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plan would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory

 

36 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 2 – Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

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. Prior to the Reorganization, the Acquired Fund paid distribution fees to OppenheimerFunds Distributor, Inc. For the six months ended May 31, 2019, 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 May 31, 2019, IDI advised the Fund that IDI retained $6,508 in front-end sales commissions from the sale of Class A shares and $0 and $1 from Class A and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. From the beginning of the fiscal year to the date of the Reorganization, OppenheimerFunds Distributor, Inc. retained $481,987 in front-end sales commissions from the sale of Class A shares and $21,938 and $35,804 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 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.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 37

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 3 – Additional Valuation Information (Continued)

 

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 May 31, 2019. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

   Level 1 —  Level 2 —  Level 3 —  Value
Assets Table                    
Investments, at Value:                    

MLP Investments and Related Entities*

  $3,044,149,104   $   $    3,044,149,104 

Preferred MLP Investments and Related Entities*

   40,555,859        32,223,140    72,778,999 
Short-Term Investments   8,223,478            8,223,478 
Total Assets  $3,092,928,441   $   $32,223,140   $3,125,151,581 

 

*

A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the reporting period in relation to net assets.

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Beginning balance November 30, 2018  $37,756,840 
Transfers into Level 3 during the period    
Change in unrealized appreciation/(depreciation)   (726,079)
Total realized gain/(loss)   1,238,749 
Purchases    
Payment in kind from distributions   313,331 
Sales   (3,958,551)
Conversion to common shares, at cost   (602,067)
Return of capital distributions   (1,799,083)

Transfers out of Level 3 during the period*

    
Ending balance May 31, 2019  $32,223,140 

 

*

Transferred from Level 3 to Level 2 as a result of the availability of observable market data for the security.

 

38 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 3 – Additional Valuation Information (Continued)

 

The total change in unrealized appreciation/depreciation included in the Statement of Operations attributable to Level 3 investments still held at May 31, 2019 is $(1,359,357).

 

The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for those investments classified as Level 3 as of May 31, 2019:

 

Assets Table
Investments, at
Value:

Value as of
May 31,
2019

Valuation
Technique

Unobservable
input

Range of
Unobservable
Inputs

Unobservable
Input Used

Preferred Stocks

$ 3,303,140

Discounted Cash Flow Model

Illiquidity Discount

n/a

7%(a)

     

Average Estimated Yield

6.4%-14.5%

10.4%

 

28,920,000

Discounted Cash Flow Model

Illiquidity Discount

n/a

10%(b)

     

Average Estimated Yield

11.0%-13.5%

12.3%

Total

$ 32,223,140

       

 

(a)

The Fund fair values certain preferred shares using a discounted cash flow model which values the shares at the expected value of common units to be received in PIK conversion based on: the current price of the common shares (observable), the 20-day volume weighted average price (VWAP) of the common shares (observable), the 3-day volume weighted average price of the common shares (observable), and a discount rate, which is derived from the estimated yield and an illiquidity discount. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could decrease (increase) significantly based on a decrease (increase) in expected yields.

 

(b)

The Fund fair values certain preferred shares using a discounted cash flow model, which incorporates an illiquidity discount and the expected yield based on the average yield on comparable companies’ equity. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could decrease (increase) significantly based on a decrease (increase) in expected yields.

 

 

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

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 39

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 4 – Security Transactions with Affiliated Funds (Continued)

 

under the procedures, each transaction is effected at the current market price. Pursuant to these procedures for the period June 1, 2018 to May 24, 2019, the Fund engaged in transactions with affiliates as listed. Securities purchases of $57,294,011 and securities sales of $122,753,813, which resulted in net realized loss of ($51,691,611).

 

For the period May 25, 2019 to May 31, 2019, the Fund did not engage in transactions with affiliates.

 

 

Note 5 – Trustees’ and Officer Fees and Benefits

 

Certain trustees have executed a Deferred Compensation Agreement pursuant to which they have the option to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Invesco and/or Invesco Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities, if applicable. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

 

 

Note 6 – Cash Balances

 

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with UMB Bank 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 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.

 

40 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (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 period ended May 31, 2019 was $440,635,658 and $375,612,670 respectively.

 

 

Note 8 – Share Information

 

The Fund has authorized an unlimited number of shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

 

  Six Months Ended
May 31, 2019
Unaudited
Year Ended
November 30, 2018
  Shares Amount Shares Amount
Class A                
Sold  30,003,677  $165,590,590   59,232,430  $362,725,262 
Dividends and/or distributions                
reinvested  11,468,098   63,661,356   24,655,240   147,527,307 
Redeemed  (28,949,037)  (158,202,571)  (74,247,048)  (453,866,880)
Net increase  12,522,738  $71,049,375   9,640,622  $56,385,689 
                 
Class C                
Sold  18,992,840  $96,317,440   28,105,837  $162,402,035 
Dividends and/or distributions                
reinvested  9,410,111   48,151,720   20,497,495   114,426,962 
Redeemed  (23,949,124)  (120,833,724)  (50,293,830)  (285,913,851)
Net increase/(decrease)  4,453,827  $23,635,436   (1,690,498) $(9,084,854)
                 

Class R*

               
Sold  1,773  $10,000         
Dividends and/or distributions                
reinvested              
Redeemed              
Net increase  1,773  $10,000         
                 
Class Y                
Sold  37,719,297  $213,181,960   61,147,823  $387,053,317 
Dividends and/or distributions                
reinvested  7,568,550   43,448,478   16,458,243   101,361,366 
Redeemed  (44,174,822)  (248,651,187)  (66,412,936)  (415,446,055)
Net increase  1,113,025  $7,979,251   11,193,130  $72,968,628 

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 41

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 8 – Share Information (Continued)

 

   

Six Months Ended
May 31, 2019
Unaudited

   

Year Ended
November 30, 2018

 

 

 

Shares

   

Amount

   

Shares

   

Amount

 

Class R5*

                               

Sold

    1,773     $ 10,000                  

Dividends and/or distributions

                               

reinvested

                           

Redeemed

                           

Net increase

    1,773     $ 10,000                  

 

 

 

   

 

   

 

   

 

 

Class R6

                               

Sold

    2,501,132     $ 14,761,636       1,639,549     $ 10,319,125  

Dividends and/or distributions

                               

reinvested

    217,058       1,259,870       387,635       2,397,204  

Redeemed

    (1,076,981 )     (6,085,082 )     (1,568,526 )     (9,656,040 )

Net increase

    1,641,209     $ 9,936,424       458,658     $ 3,060,289  

 

*

Class R and R5 shares commenced operations after the close of business on May 24, 2019.

 

 

Note 9Borrowing Agreement

 

The Fund, along with Invesco Oppenheimer SteelPath MLP Alpha Plus Fund, Invesco Oppenheimer SteelPath MLP Alpha Fund, and Invesco Oppenheimer SteelPath MLP Select 40 Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Adviser consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other Funds in the Trust. If applicable, securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.75% per annum. An unused commitment fee at the rate of 0.30% per annum is charged for any undrawn portion of the

 

42 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Notes to Financial Statements Unaudited / (Continued)

 

 

Note 9 – Borrowing Agreement (Continued)

 

credit facility, and each series of the Trust will pay its pro rata share of this fee. A facility fee of 0.10% was charged on the commitment amount, and each series of the Trust paid its pro rata share of this fee. The borrowing is due November 15, 2019, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the six months ended May 31, 2019, the Fund paid $425,001 in borrowing fees. The Fund did not utilize the facility during the six months ended May 31, 2019.

 

 

Note 10 Independent Registered Public Accounting Firm

 

The Audit Committee of the Board of Trustees appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal periods ending after May 24, 2019. Prior to the close of business on May 24, 2019, the Predecessor Fund was a separate series of an unaffiliated investment company and its financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”).

 

Effective after the close of business on May 24, 2019, the Prior Auditor resigned as the independent registered public accounting firm of the Fund. The Prior Auditor’s report on the financial statements of the Predecessor Fund for the past two fiscal years did not contain an adverse or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Predecessor Fund’s two most recent fiscal years and through the close of business on May 24, 2019, there were no (1) disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report; or (2) “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 43

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts

 

(INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND)

At meetings held on December 14, 2018, the Board of Trustees (the Board or the Trustees) of AIM Investment Funds (Invesco Investment Funds) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved (i) an amendment to the Trust’s Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) to add Invesco Oppenheimer SteelPath MLP Income Fund (the Fund), (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. to add the Fund, (iii) an amendment to the separate sub-advisory contract with Invesco Capital Management LLC to add the Fund, (iv) an amendment to the separate sub-advisory contract with Invesco Asset Management (India) Private Limited to add the Fund, and (v) an initial sub-advisory contract with OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts). Additionally, on March 26, 2019, the Board re-approved an initial sub-advisory contract with OppenheimerFunds, Inc. following its change of control as a result of the acquisition of OppenheimerFunds, Inc. and its subsidiaries, including the Oppenheimer mutual funds (each, an Oppenheimer Fund), by Invesco Ltd. (the OFI Transaction). After evaluating the factors discussed below, among others, the Board approved the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

 

The Board’s Evaluation Process

The Board noted that it had previously approved establishing the Fund at the Board meeting held on October 23, 2018 and that the Fund was formed to acquire the assets and liabilities of an Oppenheimer Fund (the Acquired Fund) with the same investment objective and substantially similar principal investment strategies and risks At the time of approval, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or any of the Affiliated Sub-Advisers except OppenheimerFunds, Inc., which was not affiliated with Invesco at that time.

 

In approving the investment advisory agreement and sub-advisory contracts, the Board followed a process similar to the process that it follows in annually reviewing and approving investment advisory agreements and sub-advisory contracts for the series portfolios of funds advised by Invesco Advisers and considered the information provided in the most recent annual review process for those funds as well as the information provided with respect to the Fund. As part of the approval process, the Board reviewed and considered information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board reviewed comparative investment performance and fee data prepared by Invesco

 

44 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Continued)

 

Advisers and an independent mutual fund data provider. The Board was assisted in its review by the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees, and by independent legal counsel.

 

The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. This information is current as of December 14, 2018 and March 26, 2019 for the sub-advisory contract with OppenheimerFunds, Inc.

 

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

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

 

The Board reviewed the nature, extent and quality of the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who will provide these services. The Board’s review included consideration of the investment process oversight and structure, credit analysis and investment risk management to be employed in providing advisory services to the Fund. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds and will provide to the Fund, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such business. The Board reviewed and considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds, including the Fund, following the OFI Transaction. The Board concluded that the nature, extent and quality of the services to be provided to the Fund by Invesco Advisers are appropriate and satisfactory.

 

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 45

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Continued)

 

on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.

 

B.

Fund Investment Performance

 

The Board noted that the Fund would continue the historical performance information of the Acquired Fund following the consummation of the OFI Transaction. The Board considered the performance of the Acquired Fund and the fact that, at the closing of the OFI Transaction, management anticipates that the Fund will be managed pursuant to substantially similar investment strategies and by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

 

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2017 to the performance of funds in the Morningstar performance universe and against the Fund’s benchmark index. The Board noted that the Fund is taxed as a regular corporation, or “C” corporation, rather than as a regulated investment company for U.S. federal income tax purposes. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

 

C.

Advisory and Sub-Advisory Fees and Fund Expenses

 

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Morningstar expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.

 

The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for at least two years from the closing date of the OFI Transaction in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

 

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

 

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other similarly managed third-party mutual funds advised or sub-advised by Invesco Advisers and its affiliates, based on asset balances as of December 31, 2018.

 

46 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Continued)

 

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

 

D.

Economies of Scale and Breakpoints

 

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board also considered that the Fund may benefit from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund will share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.

 

E.

Profitability and Financial Resources

 

The Board reviewed information from the 2018 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an independent consultant. The Board noted that Invesco Advisers will continue to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Invesco Funds, and the profits estimated to be realized by the Fund, to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

 

F.

Collateral Benefits to Invesco Advisers and its Affiliates

 

The Board considered various other benefits to be received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees to be received for providing administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; and that the services are required for the operation of the Fund.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 47

 

 

INITIAL APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Continued)

 

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

 

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds with respect to certain investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers will receive from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the amount of advisory fees to be received by Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

The Board also considered that an affiliated broker may receive commissions for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers may use the affiliated broker to, among other things, control order routing and minimize information leakage, and the Board was be advised that such trades will be executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

48 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments Unaudited

 

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) on Form N-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q (or any successor Form) on the SEC website at sec.gov.

 

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

 

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

 

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

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 49

 

 

Distribution Sources Unaudited

 

For any distribution that took place over the last six months of the Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. For certain securities, such as Master Limited Partnerships (“MLPs”), the percentages attributed to each category are estimated using historical information because the character of the amounts received from the MLPs in which the Fund invests is unknown until after the end of the calendar year. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’. The Fund’s latest distribution information will be followed by the sources of any distribution, updated daily.

 

Fund Name

 

Pay
Date

   

Net
Income

   

Net
Profit
from Sale

   

Other
Capital
Sources

 

Invesco Oppenheimer SteelPath MLP Income Fund

    1/4/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Income Fund

    2/8/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Income Fund

    3/8/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Income Fund

    4/5/19       0.0 %     0.0 %     100.0 %

Invesco Oppenheimer SteelPath MLP Income Fund

    5/10/19       0.0 %     0.0 %     100.0 %

 

50 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Shareholder Proxy Unaudited

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

A Special Meeting (“Meeting”) of Shareholders of Invesco Oppenheimer SteelPath MLP Income Fund was held on May 17, 2019. The Meeting was held for the following purpose:

 

(1)

Approval of an Agreement and Plan of Reorganization that provides for the reorganization of Oppenheimer SteelPath MLP Income Fund into Invesco Oppenheimer SteelPath MLP Income Fund.

 

The results of the voting on the above matter was as follows:

 

Matter

Votes For

Votes
Against

Votes
Abstain

Broker
Non-Votes

(1) Approval of an Agreement and Plan of Reorganization.

246,072,293

9,732,240

47,948175

0

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 51

 

 

Invesco 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.

 

1 NTD

 

52 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Invesco Privacy Policy (Continued)

 

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 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

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 53

 

 

Invesco Privacy Policy (Continued)

 

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.

 

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.

 

54 INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND

 

 

Invesco Privacy Policy (Continued)

 

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:

 

 

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.

 

INVESCO OPPENHEIMER STEELPATH MLP INCOME FUND 55

 

 

 

O-SPMI-SAR-1 07262019

 

 

 

 

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800 959 4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

*Prior to the close of business on May 24, 2019, the Fund’s name was Oppenheimer SteelPath MLP Alpha Plus Fund. See Important Update on the following page for more information.

 

 

Important Update

 

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it had entered into an agreement whereby Invesco Ltd., a global investment management company would acquire OppenheimerFunds and its subsidiaries (together, “OppenheimerFunds”). After the close of business on May 24, 2019 Invesco Ltd. completed the acquisition of OppenheimerFunds. This Fund was included in that acquisition and as of that date, became part of the Invesco family of funds. Please visit oppenheimerfunds.com for more information or call Invesco’s Client Services team at 800-959-4246.

 

 

Table of Contents

 

Top Holdings and Allocations

4

Share Class Performance

5

Fund Expenses

7

Statement of Investments

10

Statement of Assets and Liabilities

12

Statement of Operations

14

Statements of Changes in Net Assets

15

Statement of Cash Flows

16

Financial Highlights

17

Notes to Financial Statements

23

Initial Approval of Investment Advisory and Sub-Advisory Contracts

41

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments

46

Distribution Sources

47

Shareholder Proxy

48

Invesco Privacy Policy

49

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/19

 

Class A Shares
of the Fund

   
 

Without
Sales
Charge

With
Sales
Charge

S&P 500
Index

Alerian MLP
Index

6-Month

6.75%

0.84%

0.74%

3.29%

1-Year

(2.04)%

(7.46)%

3.78%

(1.12)%

5-Year

(9.17)%

(10.18)%

9.66%

(6.62)%

Since Inception (2/6/12)

(0.84)%

(1.60)%

12.63%

0.13%

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Fund returns include changes in share price, reinvested distributions and a 5.50% maximum applicable sales charge except where “without sales charge” is indicated. As the result of a reorganization after the close of business on May 24, 2019, the returns of the Fund for periods on or prior to May 24, 2019 reflect performance of the Oppenheimer predecessor fund. Share class returns will differ from the predecessor fund due to a change in expenses and sales charges. Returns for periods of less than one year are not annualized. Returns do not consider capital gains or income taxes on an individual’s investment. See Fund prospectus and summary prospectus for more information on share classes and sales charges. Fund literature is available at invesco.com.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 3

 

 

Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP AND RELATED ENTITIES HOLDINGS

Energy Transfer LP

17.14%

Enterprise Products Partners LP

14.63%

Williams Cos., Inc.

12.81%

Tallgrass Energy LP

11.07%

MPLX LP

9.61%

Magellan Midstream Partners LP

8.99%

Targa Resources Corp.

8.65%

TC PipeLines LP

8.11%

Antero Midstream Partners LP

7.28%

EQM Midstream Partners LP

5.88%

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and based on net assets.

 

SECTOR ALLOCATION

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2019, and based on the total value of investments.

 

For more current Fund holdings, please visit oppenheimerfunds.com.

 

4 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/19

 

Inception
Date

6-Month

1-Year

5-Year

Since
Inception

CLASS A (MLPLX)

2/6/12

6.75%

(2.04)%

(9.17)%

(0.84)%

CLASS C (MLPMX)

5/22/12

6.38%

(2.70)%

(9.82)%

(1.04)%

CLASS R1 (SPMJX)

5/24/19

6.82%

(2.10)%

(9.36)%

(1.06)%

CLASS Y (MLPNX)

12/30/11

6.77%

(1.82)%

(8.94)%

(0.38)%

CLASS R51 (SPMPX)

5/24/19

6.95%

(1.85)%

(9.13)%

(0.81)%

CLASS R62 (OSPPX)

6/28/13

7.09%

(1.62)%

(8.73)%

(4.49)%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/19

 

Inception
Date

6-Month

1-Year

5-Year

Since
Inception

CLASS A (MLPLX)

2/6/12

0.84%

(7.46)%

(10.18)%

(1.60)%

CLASS C (MLPMX)

5/22/12

5.38%

(3.56)%

(9.82)%

(1.03)%

CLASS R1 (SPMJX)

5/24/19

6.82%

(2.10)%

(9.36)%

(1.06)%

CLASS Y (MLPNX)

12/30/11

6.77%

(1.82)%

(8.94)%

(0.38)%

CLASS R51 (SPMPX)

5/24/19

6.95%

(1.85)%

(9.13)%

(0.81)%

CLASS R62 (OSPPX)

6/28/13

7.09%

(1.62)%

(8.73)%

(4.49)%

 

1.

Class R and 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.

Class R6 shares’ returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund.

 

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit oppenheimerfunds.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Performance shown at NAV does not include the applicable front-end sales charge, which would have reduced the performance. The current maximum initial sales charge for Class A shares is 5.50%, and the contingent deferred sales charge for Class C shares is 1% for the 1-year period. Class R, Class Y, Class R5 and R6 shares have no sales charge; therefore, performance is at NAV. 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 the predecessor fund due to a change in expenses and sales charge.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 5

 

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a float-adjusted, capitalization-weighted index measuring master limited partnerships, whose constituents represent approximately 85% of total float-adjusted market capitalization. The index is unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict performance of the Fund. 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 indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

Before investing in any of the Invesco funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.AIM.LINE (246-5463). Read prospectuses and summary prospectuses carefully before investing.

 

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.

 

 

 

6 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS 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, 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 May 31, 2019.

 

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended May 31, 2019” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the 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.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 7

 

 

Actual

Beginning
Account
Value
December 1, 2018

Ending
Account
Value
May 31, 2019

Expenses
Paid During
6 Months Ended
May 31, 2019
*1,2

CLASS A

$ 1,000.00

$ 1,067.50

$ 15.15

CLASS C

1,000.00

1,063.80

18.99

CLASS R

1,000.00

1,068.20

16.45

CLASS Y

1,000.00

1,067.70

13.87

CLASS R5

1,000.00

1,069.50

13.57

CLASS R6

1,000.00

1,070.90

13.06

       

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,010.30

14.74

CLASS C

1,000.00

1,006.60

18.46

CLASS R

1,000.00

1,009.10

15.98

CLASS Y

1,000.00

1,011.60

13.49

CLASS R5

1,000.00

1,011.90

13.19

CLASS R6

1,000.00

1,012.40

12.69

 

*

For the 6-month period ended May 31, 2019, the Fund’s deferred tax liability decreased resulting in a deferred tax benefit for the period. This benefit was excluded from this example.

 

1.

Actual expenses paid for Class A, C, Y, and R6 are equal to the Fund’s annualized expense ratio for that class multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class R and R5 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 7/365 to reflect the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019.

 

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

 

8 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Those annualized expense ratios, based on the 6-month period ended May 31, 2019 for Classes A, C, Y, and R6 and for the period from after the close of business on May 24, 2019 (inception of offering) to May 31, 2019 for Class R and R5 are as follows:

 

Class

Expense Ratios*

CLASS A

2.94%

CLASS C

3.69

CLASS R

3.19

CLASS Y

2.69

CLASS R5

2.63

CLASS R6

2.53

 

*

For the 6-month period ended May 31, 2019, the Fund’s deferred tax liability decreased resulting in a deferred tax benefit for the period. This benefit was excluded from this example.

 

The expense ratios reflect voluntary waivers of expenses by the Fund. 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, if applicable.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 9

 

 

Statement of Investments May 31, 2019 / Unaudited

 

Description

 

Shares

   

Value

 

MLP Investments and Related Entities — 113.6%

Diversified — 14.6%

       

Enterprise Products Partners LP1

    927,542     $ 25,869,146  
                 

Gathering/Processing — 33.1%

Antero Midstream Partners LP1

    1,053,379       12,872,291  

DCP Midstream LP1

    150,409       4,575,442  

MPLX LP1

    555,839       16,997,557  

Targa Resources Corp.1

    397,757       15,297,734  

Western Midstream Partners LP1

    298,892       8,724,661  

Total Gathering/Processing

            58,467,685  
                 

Natural Gas Pipeline Transportation — 31.1%

Energy Transfer LP1

    2,206,368       30,315,500  

EQM Midstream Partners LP1

    241,234       10,397,185  

TC PipeLines LP1

    395,724       14,337,081  

Total Natural Gas Pipeline Transportation

            55,049,766  
                 

Other Energy — 7.5%

Sunoco LP1

    39,618       1,186,955  

USA Compression Partners LP1

    276,090       4,712,857  

Westlake Chemical Partners LP1

    327,763       7,394,333  

Total Other Energy

            13,294,145  

Petroleum Pipeline Transportation—27.3%

Buckeye Partners LP

    3,313       135,038  

Magellan Midstream Partners LP1

    258,632       15,905,868  

Plains All American Pipeline LP1

    104,703       2,367,335  

Plains GP Holdings LP, Class A1

    168,678       3,798,628  

Shell Midstream Partners LP

    307,120       6,458,734  

Tallgrass Energy LP, Class A1

    822,631       19,570,391  

Total Petroleum Pipeline Transportation

            48,235,994  
                 

Total MLP Investments and Related Entities

(identified cost $209,458,304)

    200,916,736  
                 

Common Stocks — 12.8%

Diversified — 12.8%

       

Williams Cos., Inc.1

    858,954       22,659,207  
         

Total Common Stocks

       

(identified cost $25,875,116)

    22,659,207  
                 

Short-Term Investments — 7.2%

Money Market — 7.2%

       

Fidelity Treasury Portfolio, Institutional Class, 2.23%2

    12,669,101       12,669,101  
                 

Total Short-Term Investments

       

(identified cost $12,669,101)

    12,669,101  
         

Total Investments — 133.6%

       

(identified cost $248,002,521)

    236,245,044  

Liabilities in Excess of Other Assets — (33.6)%

    (59,398,802 )

Net Assets — 100%

  $ 176,846,242  

 

 

10 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

GP — General Partnership

 

LP — Limited Partnership

 

1.

As of May 31, 2019, all or a portion of the security has been pledged as collateral for a Fund loan. The market value of the securities in the pledged account totaled $125,342,280 as of May 31, 2019. The loan agreement requires continuous collateral whether the loan has a balance or not.

 

2.

Rate shown is the 7-day yield at period end.

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 11

 

 

Statement of Assets and Liabilities May 31, 2019 / Unaudited

 

Assets:

       

Investments at value (cost $248,002,521) – see accompanying Statement of Investments:

  $ 236,245,044  

Cash held as collateral

    175,140  

Deferred tax asset, net

    9,056,522  

Receivable for beneficial interest sold

    348,849  

Prepaid expenses

    107,366  

Dividends receivable

    14,279  

Total assets

    245,947,200  

 

Liabilities:

       

Payable on borrowing (See note 9)

    57,000,000  

Payable for investments purchased

    11,282,797  

Payable for beneficial interest redeemed

    266,679  

Interest expense payable

    125,771  

Payable to Manager

    152,603  

Payable for distribution and service plan fees

    57,698  

Transfer agent fees payable

    27,945  

Borrowing expense payable

    53,621  

Trustees’ fees payable

    128  

Other liabilities

    133,716  

Total liabilities

    69,100,958  

 

Net Assets

  $ 176,846,242  

 

Composition of Net Assets

       

Shares of beneficial interest

  $ 283,277,316  

Total accumulated loss

    (106,431,074 )

Net Assets

  $ 176,846,242  

 

       

 

12 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

STATEMENT OF ASSETS AND LIABILITIES Unaudited / (Continued)

 

Net Asset Value, Offering Price and Redemption Proceeds Per Share

       

Class A Shares:

       

Net asset value and redemption proceeds per share

  $ 5.37  

Offering price per share (net asset value plus sales charge of 5.50% of offering price)

  $ 5.68  

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.01  

Class R Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.38  

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.52  

Class R5 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.38  

Class R6 Shares:

       

Net asset value, offering price and redemption proceeds per share

  $ 5.58  

 

Net Assets:

       

Class A shares

  $ 60,506,074  

Class C shares

    50,317,462  

Class R shares

    9,775  

Class Y shares

    65,257,740  

Class R5 shares

    9,776  

Class R6 shares

    745,415  

Total Net Assets

  $ 176,846,242  
         

Shares Outstanding:

       

Class A shares

    11,259,132  

Class C shares

    10,049,706  

Class R shares

    1,818  

Class Y shares

    11,813,272  

Class R5 shares

    1,818  

Class R6 shares

    133,666  

Total Shares Outstanding

    33,259,412  

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 13

 

 

Statement of Operations
For the Six Months Ended May 31, 2019 / Unaudited

 

Investment Income

       

Distributions and dividends

  $ 8,345,936  

Less return of capital on distributions and dividends

    (7,142,949 )

Total investment income

    1,202,987  

 

Expenses

       

Management fees

    1,084,552  

Distribution and service plan fees

       

Class A

    76,390  

Class C

    245,444  

Transfer agent fees

       

Class A

    59,478  

Class C

    47,377  

Class Y

    59,872  

Class R6

    120  

Legal, auditing, and other professional fees

    64,839  

Registration fees

    44,823  

Administrative fees

    28,542  

Custody fees

    20,298  

Trustees’ fees

    7,773  

Borrowing fees

    57,531  

Other

    13,537  

Net expenses, before interest expense from payable on borrowing and deferred taxes

    1,810,576  

Interest expense from payable on borrowing

    1,065,365  

Net expenses, before waivers and deferred taxes

    2,875,941  

Less waivers

    (216,910 )

Net expenses, before deferred taxes

    2,659,031  

 

Net investment loss, before deferred taxes

    (1,456,044 )

Deferred tax benefit

    121,673  

Net investment loss, net of deferred taxes

    (1,334,371 )

 

Net Realized and Unrealized Gains on Investments:

       

Net realized gains

       

Investments

    4,282,454  

Deferred tax expense

    (581 )

Net realized gains, net of deferred taxes

    4,281,873  

Net Change in Unrealized Appreciation/(Depreciation)

       

Investments

    7,228,457  

Deferred tax expense

    (980 )

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    7,227,477  

 

Net realized and unrealized gains on investments, net of deferred taxes

    11,509,350  

Change in net assets resulting from operations

  $ 10,174,979  

 

See accompanying Notes to Financial Statements.

 

14 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Statements of Changes in Net Assets

 

 

 

For the Six
Months Ended
May 31, 2019
(Unaudited)

   

For the
Year Ended
November 30,
2018

 

Operations

               

Net investment income/(loss), net of deferred taxes

  $ (1,334,371 )   $ 2,138,473  

Net realized gains/(losses), net of deferred taxes

    4,281,873       (7,378,377 )

Net change in unrealized appreciation/(depreciation), net of deferred taxes

    7,227,477       (4,093,498 )

Change in net assets resulting from operations

    10,174,979       (9,333,402 )

 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

    (3,106,866 )     (7,797,390 )

Class C shares

    (2,665,343 )     (5,593,867 )

Class Y shares

    (3,000,952 )     (8,706,073 )

Class R6 shares

    (37,468 )     (106,712 )

Distributions to shareholders from return of capital:

    (8,810,629 )     (22,204,042 )

 

Beneficial Interest Transactions

               

Class A shares

    (2,171,324 )     (4,157,560 )

Class C shares

    3,250,446       10,009,581  

Class R shares

    10,000          

Class Y shares

    (1,314,846 )     (7,145,966 )

Class R5 shares

    10,000          

Class R6 shares

    (46,582 )     (22,613 )

Change in net assets resulting from beneficial interest transactions

    (262,306 )     (1,316,558 )

Change in net assets

    1,102,044       (32,854,002 )

 

Net Assets

               

Beginning of period

    175,744,198       208,598,200  

End of period

  $ 176,846,242     $ 175,744,198  

 

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 15

 

 

Statement of Cash Flows
For the Six Months Ended May 31, 2019 / Unaudited

 

Cash flows from operating activities

       

Net increase in net assets resulting from operations

  $ 10,174,979  

Non cash items included in operations:

       

Deferred income taxes

    (120,112 )

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

       

Purchases of long-term portfolio investments

    (74,099,748 )

Sales of long-term portfolio investments

    82,320,802  

Purchase of short-term portfolio investments, net

    (12,095,675 )

Distributions from Master Limited Partnerships

    7,142,949  

Decrease in prepaid expenses

    63,405  

Increase in receivable for dividends

    (13,106 )

Decrease in receivable for investments sold

    1,797,632  

Increase in payable to Manager

    1,187  

Increase in payable for investments purchased

    8,995,672  

Decrease in other liabilities

    (29,967 )

Increase in payable for distribution and service fees payable

    5,313  

Decrease in transfer agent fees payable

    (1,476 )

Decrease in trustees’ fees payable

    (1,366 )

Increase in interest expense payable

    51,406  

Increase in borrowing expense payable

    43,133  

Net realized gain on investments

    (4,282,454 )

Net change in accumulated unrealized appreciation on investments

    (7,228,457 )

Net cash provided by operating activities

    12,724,117  

 

Cash flows from financing activities

       

Proceeds from shares sold, net of receivable for beneficial interest sold

    33,643,897  

Payment of shares redeemed, net of payable for beneficial interest redeemed

    (40,694,530 )

Distributions paid to shareholders, net of reinvestments

    (645,044 )

Proceeds from borrowing

    5,000,000  

Payments on borrowing

    (10,000,000 )

Net cash used in financing activities

    (12,695,677 )

 

Net change in cash

    28,440  

Cash at beginning of period

    146,700  

Cash at end of period

  $ 175,140  

 

Supplemental disclosure of cash flow information:

 

Cash paid on interest of $1,013,959.

 

Non-cash financing activities not included consist of reinvestment of dividends and distributions of $8,165,585.

 

See accompanying Notes to the Financial Statements.

 

16 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Financial Highlights

 

Class A

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.29     $ 6.28     $ 7.73     $ 7.95     $ 12.95     $ 11.77  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    (0.04 )     0.07       (0.20 )     (0.11 )     (0.15 )     (0.21 )

Return of capital1

    0.17       0.43       0.40       0.39       0.50       0.55  

Net realized and unrealized gains/(losses)

    0.22       (0.83 )     (0.99 )     0.16       (4.69 )     1.50  

Total from investment operations

    0.35       (0.33 )     (0.79 )     0.44       (4.34 )     1.84  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.66 )     (0.35 )     (0.66 )     (0.66 )     (0.66 )

Income

                (0.31 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )

Net asset value, end of period

  $ 5.37     $ 5.29     $ 6.28     $ 7.73     $ 7.95     $ 12.95  

 

                                               

Total Return, at Net Asset Value 2

    6.75 %     (6.15 %)     (11.36 %)     6.66 %     (34.68 %)     15.77 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 60,506     $ 61,896     $ 77,082     $ 125,026     $ 88,832     $ 214,846  

Ratio of Expenses to Average Net Assets:8

                               

Before recoupment/(waivers) and deferred tax expense/(benefit)

    3.19 %     2.96 %     2.42 %     2.43 %     2.30 %     2.40 %

Expense recoupment/(waivers)

    (0.25 %)3     (0.02 %)3,4     (0.01 %)4     %     %     0.12 %

Net of recoupment/(waivers) and before deferred tax expense/(benefit)5

    2.94 %     2.94 %     2.41 %     2.43 %     2.30 %     2.52 %

Deferred tax expense/(benefit)6

    (0.14 %)     1.81 %     1.02 %     1.09 %     (12.67 %)     5.54 %

Total expenses/(benefit)

    2.80 %     4.75 %     3.43 %     3.52 %     (10.37 %)     8.06 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:8

                               

Before recoupment/(waivers) and deferred tax expense/(benefit)

    (1.72 %)     (2.42 %)     (2.33 %)     (1.84 %)     (2.04 %)     (2.35 %)

Expense recoupment/(waivers)

    (0.25 %)3     (0.02 %)3,4     (0.01 %)4     %     %     0.12 %

Net of expense recoupment/(waivers) and before deferred tax benefit/(expense)

    (1.47 %)     (2.40 %)     (2.32 %)     (1.84 %)     (2.04 %)     (2.47 %)

Deferred tax benefit/(expense)7

    0.14 %     3.52 %     (0.20 %)     0.34 %     0.67 %     0.88 %

Net investment income/(loss)

    (1.33 %)     1.12 %     (2.52 %)     (1.50 %)     (1.37 %)     (1.59 %)

 

                                               

Portfolio turnover rate

    34 %     44 %     46 %     45 %     39 %     21 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (See Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Management waiver of 0.25% effective November 1, 2018 (See Note 2).

4.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

5.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.65%, 1.88%, 1.83% 1.90%, 1.86%, and 1.99%, for the periods ended May 31, 2019 and November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015, and November 28, 2014, respectively.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

8.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 17

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class C

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 4.97     $ 5.97     $ 7.44     $ 7.73     $ 12.71     $ 11.64  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    (0.06 )     0.00 2      (0.27 )     (0.18 )     (0.22 )     (0.28 )

Return of capital1

    0.17       0.43       0.40       0.39       0.50       0.55  

Net realized and unrealized gains/(losses)

    0.20       (0.77 )     (0.94 )     0.16       (4.60 )     1.46  

Total from investment operations

    0.31       (0.34 )     (0.81 )     0.37       (4.32 )     1.73  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.66 )     (0.35 )     (0.66 )     (0.66 )     (0.66 )

Income

                (0.31 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )

Net asset value, end of period

  $ 5.01     $ 4.97     $ 5.97     $ 7.44     $ 7.73     $ 12.71  

 

                                               

Total Return, at Net Asset Value 3

    6.38       (6.66 %)     (12.10 %)     5.91 %     (35.20 %)     14.98 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 50,317     $ 46,682     $ 44,804     $ 49,474     $ 38,816     $ 57,070  

Ratio of Expenses to Average Net Assets:9

                               

Before recoupment/(waivers) and deferred tax expense/(benefit)

    3.94 %     3.71 %     3.19 %     3.18 %     3.05 %     3.15 %

Expense recoupment/(waivers)

    (0.25 %)4     (0.02 %)4,5     (0.01 %)5     %     %     0.12 %

Net of recoupment/(waivers) and before deferred tax expense/(benefit)6

    3.69 %     3.69 %     3.18 %     3.18 %5     3.05 %5     3.27 %5

Deferred tax expense/(benefit)7

    (0.14 %)     1.81 %     1.02 %     1.09 %     (12.67 %)     5.54 %

Total expenses/(benefit)

    3.55 %     5.50 %     4.20 %     4.27 %     (9.62 %)     8.81 %
                                                 

Ratio of Investment Loss to Average Net Assets:9

                               

Before recoupment/(waivers) and deferred tax expense/(benefit)

    (2.96 %)     (3.62 %)     (3.44 %)     (2.91 %)     (2.76 %)     (2.94 %)

Expense recoupment/(waivers)

    (0.25 %)4     (0.02 %)4,5     (0.01 %)5     %     %     0.12 %

Net of expense recoupment/(waivers) and before deferred tax benefit/(expense)

    (2.71 %)     (3.60 %)     (3.43 %)     (2.91 %)     (2.76 %)     (3.06 %)

Deferred tax benefit/(expense)8

    0.14 %     3.52 %     (0.20 %)     0.34 %     0.67 %     0.88 %

Net investment loss

    (2.57 %)     (0.08 %)     (3.63 %)     (2.57 %)     (2.09 %)     (2.18 %)

 

                                               

Portfolio turnover rate

    34 %     44 %     46 %     45 %     39 %     21 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Less than $0.005 per share.

3.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.

Includes voluntary Management waiver of 0.25% effective November 1, 2018 (See Note 2).

5.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

6.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 2.40%, 2.63%, 2.60% 2.65%, 2.61%, and 2.74%, for the period ended May 31, 2019, November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015, and November 28, 2014, respectively.

7.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

8.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

9.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

18 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R

 

Six Months
Ended
May 31,
2019
(Unaudited)
1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 5.50  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gain on investments

    (0.12 )

Total from investment operations

    (0.12 )

Distributions to shareholders:

       

Return of capital

     

Net asset value, end of period

  $ 5.38  

 

       

Total Return, at Net Asset Value 4

    6.82 %
         

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of expenses to average net assets:9

Before waiver and deferred tax expense

    3.44 %

Expense waiver

    (0.25 %)5

Net of waiver and before deferred tax expense6

    3.19 %5

Deferred tax benefit7

    (0.14 %)

Total expenses

    3.05 %
         

Ratio of Investment Loss to Average Net Assets:9

Before (waivers) and deferred tax expense

    (3.26 %)

Expense (waivers)

    (0.25 %)5

Net of expense (waivers) and before deferred tax expense

    (3.01 %)

Deferred tax benefit8

    0.14 %

Net investment loss

    (2.87 %)

 

       

Portfolio turnover rate

    34 %

 

1.

Shares commenced operations at after the close of business on May 24, 2019.

2.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

3.

Less than ($0.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes voluntary Management waiver of 0.25% effective November 1, 2018 (See Note 2).

6.

Includes interest borrowing and franchise tax expense. Without interest borrowing and franchise tax expense, the net expense ratio would be 1.90%.

7.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

8.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

9.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 19

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class Y

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.43     $ 6.40     $ 7.85     $ 8.04     $ 13.07     $ 11.84  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    (0.03 )     0.10       (0.16 )     (0.11 )     (0.10 )     (0.14 )

Return of capital1

    0.17       0.43       0.40       0.39       0.50       0.55  

Net realized and unrealized gains/(losses)

    0.22       (0.84 )     (1.03 )     0.19       (4.77 )     1.48  

Total from investment operations

    0.36       (0.31 )     (0.79 )     0.47       (4.37 )     1.89  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.66 )     (0.35 )     (0.66 )     (0.66 )     (0.66 )

Income

                (0.31 )                        

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )

Net asset value, end of period

  $ 5.52     $ 5.43     $ 6.40     $ 7.85     $ 8.04     $ 13.07  

 

                                               

Total Return, at Net Asset Value 2

    6.77 %     (5.70 %)     (11.18 %)     6.96 %     (34.59 %)     16.11 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 65,258     $ 66,389     $ 85,816     $ 76,888     $ 91,824     $ 121,190  

Ratio of Expenses to Average Net Assets:8

                               

Before recoupment/(waivers) and deferred tax expense/(benefit)

    2.94 %     2.71 %     2.20 %     2.19 %     2.05 %     2.15 %

Expense recoupment/(waivers)

    (0.25 %)3     (0.02 %)3,4     (0.01 %)4     %     %     0.12 %

Net of recoupment/(waivers) and before deferred tax expense/(benefit)5

    2.69 %     2.69 %     2.19 %     2.19 %     2.05 %     2.27 %

Deferred tax expense/(benefit)6

    (0.14 %)     1.81 %     1.02 %     1.09 %     (12.67 %)     5.54 %

Total expenses/(benefit)

    2.55 %     4.50 %     3.21 %     3.28 %     (10.62 %)     7.81 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:8

               

Before recoupment/(waivers) and deferred tax expense/(benefit)

    (1.33 %)     (1.98 %)     (1.84 %)     (1.92 %)     (1.56 %)     (1.82 %)

Expense recoupment/(waivers)

    (0.25 %)3     (0.02 %)3,4     (0.01 %)4     %     %     0.12 %

Net of expense recoupment/(waivers) and before deferred tax benefit/(expense)

    (1.08 %)     (1.96 %)     (1.83 %)     (1.92 %)     (1.56 %)     (1.94 %)

Deferred tax benefit/(expense)7

    0.14 %     3.52 %     (0.20 %)     0.34 %     0.67 %     0.88 %

Net investment income/(loss)

    (0.94 %)     1.56 %     (2.03 %)     (1.58 %)     (0.89 %)     (1.06 %)

 

                                               

Portfolio turnover rate

    34 %     44 %     46 %     45 %     39 %     21 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Management waiver of 0.25% effective November 1, 2018 (See Note 2).

4.

Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017.

5.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.40%, 1.63%, 1.61% 1.66%, 1.61% and 1.74%, for the periods ended May 31, 2019, November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015 and November 28, 2014, respectively.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

8.

Annualized for less than a full period.

See accompanying Notes to Financial Statements.

 

20 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R5

 

Six Months
Ended
May 31,
2019
(Unaudited)
1

 

Per Share Operating Data

       

Net Asset Value, Beginning of Period

  $ 5.50  

Income/(loss) from investment operations:

       

Net investment loss2

    (0.00 )3

Return of capital2

     

Net realized and unrealized gain on investments

    (0.12 )

Total from investment operations

    5.38  

Distributions to shareholders:

       

Return of capital

     

Net asset value, end of period

  $ 5.38  

 

       

Total Return, at Net Asset Value 4

    6.95 %
         

Ratios /Supplemental Data

       

Net assets, end of period (in thousands)

  $ 10  

Ratio of expenses to average net assets:9

Before waiver and deferred tax expense

    2.88 %

Expense waiver

    (0.25 %)5

Net of waiver and before deferred tax expense6

    2.63 %

Deferred tax benefit7

    (0.14 %)

Total expenses

    2.49 %
         

Ratio of Investment Loss to Average Net Assets:9

Before (waivers) and deferred tax expense

    (2.70 %)

Expense (waivers)

    (0.25 %)5

Net of expense (waivers) and before deferred tax expense

    (2.45 %)

Deferred tax benefit8

    0.14 %

Net investment loss

    (2.31 %)

 

       

Portfolio turnover rate

    34 %

 

1.

Shares commenced operations after the close of business on May 24, 2019.

2.

Per share net investment loss is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

3.

Less than ($0.005).

4.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5.

Includes voluntary Management waiver of 0.25% effective November 1, 2018 (See Note 2).

6.

Includes interest borrowing and franchise tax expense. Without interest borrowing and franchise tax expense, the net expense ratio would be 1.34%.

7.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

8.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

9.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 21

 

 

 

 

FINANCIAL HIGHLIGHTS (Continued)

 

 

Class R6

 

Six Months
Ended
May 31,
2019
(Unaudited)

   

Year Ended
November
30,
2018

   

Year Ended
November
30,
2017

   

Year Ended
November
30,
2016

   

Year Ended
November
30,
2015

   

Year Ended
November
28,
2014
*

 

Per Share Operating Data

                                               

Net Asset Value, Beginning of Period

  $ 5.47     $ 6.44     $ 7.89     $ 8.06     $ 13.06     $ 11.81  

Income/(loss) from investment operations:

                                               

Net investment income/(loss)1

    (0.03 )     0.09       (0.14 )     (0.07 )     (0.06 )     0.02  

Return of capital1

    0.17       0.43       0.40       0.39       0.50       0.55  

Net realized and unrealized gains/(losses)

    0.24       (0.83 )     (1.05 )     0.17       (4.78 )     1.34  

Total from investment operations

    0.38       (0.31 )     (0.79 )     0.49       (4.34 )     1.91  

Distributions to shareholders:

                                               

Return of capital

    (0.27 )     (0.66 )     (0.35 )     (0.66 )     (0.66 )     (0.66 )

Income

                (0.31 )                  

Total distributions to shareholders

    (0.27 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )     (0.66 )

Net asset value, end of period

  $ 5.58     $ 5.47     $ 6.44     $ 7.89     $ 8.06     $ 13.06  

 

                                               

Total Return, at Net Asset Value 2

    7.09 %     (5.67 %)     (11.12 %)     7.21 %     (34.39 %)     16.32 %
                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

  $ 745     $ 778     $ 896     $ 451     $ 338     $ 160  

Ratio of Expenses to Average Net Assets:7

                               

Before (waivers) and deferred tax expense/(benefit)

    2.78 %     2.55 %     2.03 %     2.00 %     1.86 %     2.00 %

Expense (waivers)

    (0.25 %)3     (0.02 %)3     %     %     %     %

Net of (waivers) and before deferred tax expense/(benefit)4

    2.53 %     2.53 %     2.03 %     2.00 %     1.86 %     2.00 %

Deferred tax expense/(benefit)5

    (0.14 %)     1.81 %     1.02 %     1.09 %     (12.67 %)     5.54 %

Total expenses/(benefit)

    2.39 %     4.34 %     3.05 %     3.09 %     (10.81 %)     7.54 %
                                                 

Ratio of Investment Income/(Loss) to Average Net Assets:7

               

Before (waivers) deferred tax expense/(benefit)

    (1.22 %)     (2.20 %)     (1.60 %)     (1.35 %)     (1.23 %)     (0.74 %)

Expense (waivers)

    (0.25 %)3     (0.02 %)3     %     %     %     %

Net of expense (waivers) before deferred tax benefit/(expense)

    (0.97 %)     (2.18 %)     (1.60 %)     (1.35 %)     (1.23 %)     (0.74 %)

Deferred tax benefit/(expense)6

    0.14 %     3.52 %     (0.20 %)     0.34 %     0.67 %     0.88 %

Net investment income/(loss)

    (0.83 %)     1.34 %     (1.80 %)     (1.01 %)     (0.56 %)     0.14 %

 

                                               

Portfolio turnover rate

    34 %     44 %     46 %     45 %     39 %     21 %

 

*

November 28, 2014 represents the last business day of the Fund’s respective reporting periods.

1.

Per share net investment income/(loss) is calculated based on average shares outstanding during the period net of deferred tax expense/benefit. Per share return of capital is calculated based on average shares during the period net of deferred tax expense/benefit estimated at the combined Federal and State statutory income tax rate (see Note 1).

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.

Includes voluntary Management waiver of 0.25% effective November 1, 2018 (See Note 2).

4.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.24%, 1.47%, 1.45% 1.47%, 1.42%, and 1.47%, for the periods ended May 31, 2019, November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015, and November 28, 2014, respectively.

5.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

6.

Deferred tax benefit for the ratio calculation, when applicable, is derived from net investment income/loss only.

7.

Annualized for less than full period.

See accompanying Notes to Financial Statements.

 

22 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

 

 

Notes to Financial Statements Unaudited

 

 

 

Note 1 – Significant Accounting Policies

 

Invesco Oppenheimer SteelPath MLP Alpha Plus Fund (the “Fund”) is a separate series of AIM Investment Funds (Invesco Investment Funds) (the “Trust”) . The Trust is organized as a Delaware statutory trust, as amended (the “1940 Act”), as an open-end management investment company authorized to 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.

 

Prior to the close of business on May 24, 2019, the Fund operated as Oppenheimer SteelPath MLP Alpha Plus Fund (the “Acquired Fund” or “Predecessor Fund”). The Acquired Fund was reorganized after the close of business on May 24, 2019 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).

 

Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class C, and Class Y shares received the corresponding class of shares of the Fund and holders of the Acquired Fund’s Class I shares received Class R6 shares of the Fund. Information for the Acquired Fund’s Class I Shares prior to the Reorganization is included with information relating to Class R6 Shares throughout this report. Class R and Class R5 shares commenced operations on the Reorganization Date.

 

The Fund’s investment objective is to seek total return.

 

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. Class Y shares are available only to certain investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

 

A.

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

 

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 23

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

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

 

24 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

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 economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 25

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

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 investments 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.

 

26 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

D.

Dividends and Distributions to Shareholders – Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year.

 

E.

Master Limited Partnerships – The Fund primarily invests in Master Limited Partnerships (“MLPs”). MLPs are publicly traded partnerships and limited liability companies taxed as partnerships under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Fund principally invests in MLPs that derive their revenue primarily from businesses involved in the gathering, transporting, processing, treating, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products or coal (“energy infrastructure MLPs”). The Fund is a partner in each MLP; accordingly, the Fund is required to take into account the Fund’s allocable share of income, gains, losses, deductions, expenses, and tax credits recognized by each MLP. The Fund is non-diversified and will concentrate its investments in the energy sector. Energy infrastructure MLPs are subject to a variety of industry specific risk factors that may adversely affect their business or operations, including a decrease in production or reduced volumes of natural gas or other energy commodities available for transporting, processing, storing or distributing; changes in energy commodity prices; a sustained reduced demand for crude oil, natural gas and refined petroleum products; depletion of natural gas reserves or other commodities if not replaced; natural disasters, extreme weather and environmental hazards; rising interest rates, how facilities are constructed, maintained and operated, environmental and safety controls, and the prices

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 27

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

they may charge for products and services. In addition, taxes, government regulation, international politics, price, and supply fluctuations, volatile interest rates and energy conservation may cause difficulties for energy infrastructure MLPs.

 

MLPs may be less liquid and subject to more abrupt or erratic price movements than conventional publicly traded securities.

 

F.

Return of Capital – Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. The return of capital portion of the distribution is a reduction to investment income that results in an equivalent reduction in the cost basis of the associated investments and increases net realized gains (losses) and change in unrealized appreciation (depreciation). Such estimates are based on historical information available from each MLP and other industry sources. These estimates will subsequently be revised and may materially differ primarily based on information received from the MLPs after their tax reporting periods are concluded.

 

G. Federal Income Taxes – The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. For the period ended May 31, 2019, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 1.6 percent for state and local tax, net of federal tax expense.

 

The alternative minimum tax (“AMT”) requirements were repealed with the enactment of H.R. 1, Tax Cuts and Jobs Act (the “TCJA”), for tax years beginning after December 31, 2017. Any past alternative minimum taxes paid by the fund do qualify for substantial refundability under the TCJA with AMT credit carryforwards becoming partially refundable prior to, or fully refundable for tax years beginning in 2021.

 

The Fund’s income tax provision consists of the following as of May 31, 2019:

 

Current tax expense (benefit)

       

Federal

  $  

State

     

Total current tax expense (benefit)

  $  
         

Deferred tax expense (benefit)

       

Federal

  $ (111,609 )

State

    (8,503 )

Total deferred tax expense (benefit)

  $ (120,112 )

 

28 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

The reconciliation between the federal statutory income tax rate of 21% and the tax effect on net investment income (loss) and realized and unrealized gain (loss) follows:

 

 

 

Amount

   

% Effect

 

Application of Federal statutory income tax rate

  $ 2,111,521       21.00 %

State income taxes net of federal benefit

    160,878       1.60 %

Effect of permanent differences

    (121,474 )     (1.21 %)

Change in valuation allowance

    (2,271,037 )     (22.59 %)

Total income tax expense (benefit)

  $ (120,112 )     (1.20 %)

 

For the period ended May 31, 2019 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of 1.20% (net benefit) differed from the combined federal and state statutory tax rate of 22.60% (net expense) due in large part to the change in valuation allowance primarily as a result of the change in unrealized appreciation.

 

The Fund intends to invest its assets primarily in MLP investments, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLP investments, the Fund reports its allocable share of the MLP investments’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

At May 31, 2019, the Fund determined a valuation allowance was required. In implementing a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. Additionally, various tax law changes

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 29

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

resulting from the enactment of the TCJA were considered by the Fund in assessing the recoverability of its deferred tax assets. Specifically, the TCJA eliminated the net operating loss carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any net operating losses arising in tax years ending after December 31, 2017. The TCJA also established a limitation for any net operating losses generated in tax years beginning after December 31, 2017 to the lesser of the aggregate of available net operating losses or 80% of taxable income before any net operating loss utilization. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset, net of the valuation allowance, will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions, or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2019 are as follows:

 

Deferred tax assets:

       

Net operating loss carryforward (tax basis) – Federal

  $ 9,059,628  

Net operating loss carryforward (tax basis) – State

    839,821  

Minimum tax credit carryforward - Federal

    216,919  

Excess business interest expense carryforward

    17,875  

Capital loss carryforward (tax basis)

    16,939,388  

Valuation allowance

    (15,776,772 )

Total deferred tax asset

    11,296,859  
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

  $ (2,240,337 )

Total deferred tax liability

    (2,240,337 )
         

Total net deferred tax asset/(liability)

  $ 9,056,522  

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

30 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2019, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months. Generally, the Fund is subject to examinations by taxing authorities for up to three years after the filing of the return for the tax period. All relevant periods are still open for examination.

 

At May 31, 2019, the Fund had net operating loss carryforwards for federal income tax purposes as follows:

 

Expiration date for expiring net operating loss carryforwards

       

11/30/2034

  $ 4,301,182  

11/30/2035

    6,563,833  

11/30/2036

    24,350,754  

Total expiring net operating loss carryforwards

  $ 35,215,769  
         

Total non-expiring net operating loss carryforwards

  $ 7,925,317  
         

Total net operating loss carryforwards

  $ 43,141,086  

 

At May 31, 2019, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

       

11/30/2020

  $ 34,436,659  

11/30/2021

    36,577,191  

11/30/2023

    3,939,195  

Total

  $ 74,953,045  

 

During the period ended May 31, 2019, the Fund estimates that it will utilize $1,875,416 of capital loss carryforward.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 31

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 1 – Significant Accounting Policies (Continued)

 

At May 31, 2019, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

  $ 226,262,121  

Gross Unrealized Appreciation

  $ 28,830,509  

Gross Unrealized Depreciation

    (18,847,586 )

Net Unrealized Appreciation (Depreciation) on Investments

  $ 9,982,923  

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

H.

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.

 

I.

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.

 

J.

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.

 

K.

Cash and Cash Equivalents – For the purposes of the Statement of Cash Flows, the Fund defines Cash and Cash Equivalents as cash and includes cash collateral received.

 

32 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

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 $3 billion

    1.25 %

Next $2 billion

    1.23 %

Over $5 billion

    1.20 %

 

For the six months ended May 31, 2019, the effective advisory fees incurred by the Fund was 1.25%. From the beginning of the fiscal period until the date of the Reorganization, the Acquired Fund paid $1,041,611 in advisory fees to OFI SteelPath, Inc. based on the annual rates above of the Acquired Fund’s average daily net assets.

 

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

 

Effective on the Reorganization Date, the Adviser has contractually agreed, through at least May 31, 2021, to waive advisory fees and/or reimburse expenses of all shares to the 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 1.83%. 2.60%, 2.08%, 1.61%, 1.51% and 1.46%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause total annual fund operating expense after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expenses on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 33

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 2 – Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

the fee waiver agreement, it will terminate May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.

 

Further, the Adviser has contractually agreed, through at least June 30, 2021, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

 

For the six months ended May 31, 2019, advisory fees of $216,910 were voluntarily waived.

 

Prior to the Reorganization, the OFI SteelPath, Inc. had contractually agreed to waive fees and/or reimburse expenses of Class A, Class C, and Class Y shares to 2.00%. 2.75%, and 1.75%, respectively, of the Acquired Fund’s average daily net assets.

 

The Trust has entered into an administration and fund accounting agreement with UMB Fund Services, Inc. (“UMB”) pursuant to which UMB shall provide administration and fund accounting services to the Fund. For the six months, ended May 31, 2019, expenses incurred under the agreement are shown in the Statement of Operations as Administrative fees. Prior to the Reorganization, the Acquired Fund paid administrative fees to UMB. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund. Prior to the Reorganization, UMB Bank, n.a. served 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. Prior to the Reorganization, the Fund paid transfer agent fees to OFI Global Asset Management, Inc. For the six months ended May 31, 2019, expenses incurred under these agreements 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 Plan, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of the Class A, 1.00% of the average daily net assets of Class C and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class

 

34 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 2 – Advisory Fees and Other Fees Paid to Affiliates (Continued)

 

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. Prior to the Reorganization, the Acquired Fund paid distribution fees to OppenheimerFunds Distributor, Inc. For the six months ended May 31, 2019, 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 May 31, 2019, IDI advised the Fund that IDI retained $21 in front-end sales commissions from the sale of Class A shares and $0 and $72 from Class A and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. From the beginning of the fiscal year to the date of the Reorganization, OppenheimerFunds Distributor, Inc. retained $7,356 in front-end sales commissions from the sale of Class A shares and $0 and $2,443 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 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.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 35

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 3 – Additional Valuation Information (Continued)

 

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.

 

As of May 31, 2019, all of the securities in this Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). 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.

 

 

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 period June 1, 2018 to May 24, 2019, the Fund engaged in transactions with affiliates as listed. Securities purchases of $3,463,531 and securities sales of $8,028,496, which resulted in net realized loss of $(224,109).

 

For the period May 25, 2019 to May 31, 2019, the Fund did not engage in transactions with affiliates.

 

 

Note 5 – Trustees’ and Officer Fees and Benefits

 

Certain trustees have executed a Deferred Compensation Agreement pursuant to which they have the option to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Invesco and/or Invesco Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities, if applicable. Deferral of trustees’ fees under

 

36 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 5 – Trustees’ and Officer Fees and Benefits (Continued)

 

the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

 

 

Note 6 – Cash Balances

 

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with UMB Bank 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 by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

 

 

Note 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 period ended May 31, 2019 was $74,099,748 and $82,320,802 respectively.

 

 

Note 8 – Share Information

 

The Fund has authorized an unlimited number of shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

 

   

Six Months Ended
May 31, 2019
(Unaudited)

   

Year Ended
November 30, 2018

 

 

 

Shares

   

Amount

   

Shares

   

Amount

 

Class A

                               

Sold

    1,127,284     $ 5,850,830       2,734,815     $ 16,874,748  

Dividends and/or distributions reinvested

    508,518       2,749,214       1,209,994       7,332,239  

Redeemed

    (2,068,398 )     (10,771,368 )     (4,536,517 )     (28,364,547 )

Net decrease

    (432,596 )   $ (2,171,324 )     (591,708 )   $ (4,157,560 )
                                 

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 37

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 8 – Share Information (Continued)

 

   

Six Months Ended
May 31, 2019
(Unaudited)

   

Year Ended
November 30, 2018

 

 

 

Shares

   

Amount

   

Shares

   

Amount

 

Class C

                               

Sold

    1,059,382     $ 5,227,061       2,839,993     $ 15,788,394  

Dividends and/or distributions reinvested

    471,278       2,387,095       888,921       5,076,721  

Redeemed

    (877,391 )     (4,363,710 )     (1,836,839 )     (10,855,534 )

Net increase

    653,269     $ 3,250,446       1,892,075     $ 10,009,581  

 

 

 

   

 

   

 

   

 

 

Class R*

                               

Sold

    1,818     $ 10,000                  

Dividends and/or distributions reinvested

                           

Redeemed

                           

Net increase

    1,818     $ 10,000                  

 

 

 

   

 

   

 

   

 

 

Class Y

                               

Sold

    3,778,131     $ 20,624,315       6,042,344     $ 38,422,743  

Dividends and/or distributions reinvested

    537,837       2,991,873       1,402,246       8,696,209  

Redeemed

    (4,733,346 )     (24,931,034 )     (8,617,512 )     (54,264,918 )

Net increase/(decrease)

    (417,378 )   $ (1,314,846 )     (1,172,922 )   $ (7,145,966 )

 

 

 

   

 

   

 

   

 

 

Class R5*

                               

Sold

    1,818     $ 10,000                  

Dividends and/or distributions reinvested

                           

Redeemed

                           

Net increase/(decrease)

    1,818     $ 10,000                  

 

 

 

   

 

   

 

   

 

 

Class R6

                               

Sold

    7,788     $ 45,198       114,629     $ 760,964  

Dividends and/or distributions reinvested

    6,671       37,403       17,010       106,332  

Redeemed

    (23,002 )     (129,183 )     (128,511 )     (889,909 )

Net increase/(decrease)

    (8,543 )   $ (46,582 )     3,128     $ (22,613 )

 

*

Class R and R5 shares commenced operations after the close of business on May 24, 2019.

 

38 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 9 – Borrowing Agreement

 

The Fund, along with Invesco Oppenheimer SteelPath MLP Alpha Fund, Invesco Oppenheimer SteelPath MLP Income Fund, and Invesco Oppenheimer SteelPath MLP Select 40 Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Adviser consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other Funds in the Trust. If applicable, securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.75% per annum. An unused commitment fee at the rate of 0.30% per annum is charged for any undrawn portion of the credit facility, and each series of the Trust will pay its pro rata share of this fee. A facility fee of 0.10% was charged on the commitment amount, and each series of the Trust paid its pro rata share of this fee. The borrowing is due November 15, 2019, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the six months ended May 31, 2019, the Fund paid $57,531 in borrowing fees. The Fund’s payable on borrowing balance and interest rate at May 31, 2019 was $57,000,000 and 3.24%, respectively.

 

Information related to the Fund’s borrowings under the Loan Agreement for the six months ended May 31, 2019, is as follows:

 

Average
Interest
Rate

 

Average
Loan
Balance

   

Number
of Days
Outstanding

   

Interest
Expense
Incurred

   

Maximum Amount
Borrowed During
the Period

 

3.72%

  $ 57,439,560       182     $ 1,065,365     $ 62,000,000  

 

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 39

 

 

NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 

 

Note 10 – Independent Registered Public Accounting Firm

 

The Audit Committee of the Board of Trustees appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal periods ending after May 24, 2019. Prior to the close of business on May 24, 2019, the Predecessor Fund was a separate series of an unaffiliated investment company and its financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”).

 

Effective after the close of business on May 24, 2019, the Prior Auditor resigned as the independent registered public accounting firm of the Fund. The Prior Auditor’s report on the financial statements of the Predecessor Fund for the past two fiscal years did not contain an adverse or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Predecessor Fund’s two most recent fiscal years and through the close of business on May 24, 2019, there were no (1) disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report; or (2) “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.

 

40 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts

 

(INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND)

At meetings held on December 14, 2018, the Board of Trustees (the Board or the Trustees) of AIM Investment Funds (Invesco Investment Funds) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved (i) an amendment to the Trust’s Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) to add Invesco Oppenheimer SteelPath MLP Alpha Plus Fund (the Fund), (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. to add the Fund, (iii) an amendment to the separate sub-advisory contract with Invesco Capital Management LLC to add the Fund, (iv) an amendment to the separate sub-advisory contract with Invesco Asset Management (India) Private Limited to add the Fund, and (v) an initial sub-advisory contract with OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts). Additionally, on March 26, 2019, the Board re-approved an initial sub-advisory contract with OppenheimerFunds, Inc. following its change of control as a result of the acquisition of OppenheimerFunds, Inc. and its subsidiaries, including the Oppenheimer mutual funds (each, an Oppenheimer Fund), by Invesco Ltd. (the OFI Transaction). After evaluating the factors discussed below, among others, the Board approved the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.

 

The Board’s Evaluation Process

The Board noted that it had previously approved establishing the Fund at the Board meeting held on October 23, 2018 and that the Fund was formed to acquire the assets and liabilities of an Oppenheimer Fund (the Acquired Fund) with the same investment objective and substantially similar principal investment strategies and risks At the time of approval, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or any of the Affiliated Sub-Advisers except OppenheimerFunds, Inc., which was not affiliated with Invesco at that time.

 

In approving the investment advisory agreement and sub-advisory contracts, the Board followed a process similar to the process that it follows in annually reviewing and approving investment advisory agreements and sub-advisory contracts for the series portfolios of funds advised by Invesco Advisers and considered the information provided in the most recent annual review process for those funds as well as the information provided with respect to the Fund. As part of the approval process, the Board reviewed and considered information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board reviewed comparative investment performance and fee data prepared by Invesco

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 41

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

Advisers and an independent mutual fund data provider. The Board was assisted in its review by the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees, and by independent legal counsel.

 

The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. This information is current as of December 14, 2018 and March 26, 2019 for the sub-advisory contract with OppenheimerFunds, Inc.

 

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A.

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

 

The Board reviewed the nature, extent and quality of the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who will provide these services. The Board’s review included consideration of the investment process oversight and structure, credit analysis and investment risk management to be employed in providing advisory services to the Fund. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds and will provide to the Fund, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such business. The Board reviewed and considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds, including the Fund, following the OFI Transaction. The Board concluded that the nature, extent and quality of the services to be provided to the Fund by Invesco Advisers are appropriate and satisfactory.

 

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis

 

42 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.

 

B.

Fund Investment Performance

 

The Board noted that the Fund would continue the historical performance information of the Acquired Fund following the consummation of the OFI Transaction. The Board considered the performance of the Acquired Fund and the fact that, at the closing of the OFI Transaction, management anticipates that the Fund will be managed pursuant to substantially similar investment strategies and by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

 

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2017 to the performance of funds in the Morningstar performance universe and against the Fund’s benchmark index. The Board noted that the Fund is taxed as a regular corporation, or “C” corporation, rather than as a regulated investment company for U.S. federal income tax purposes. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

 

C.

Advisory and Sub-Advisory Fees and Fund Expenses

 

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Morningstar expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.

 

The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for at least two years from the closing date of the OFI Transaction in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

 

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

 

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other similarly managed third-party mutual funds advised or sub-advised by Invesco Advisers and its affiliates, based on asset balances as of December 31, 2018.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 43

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

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

 

D.

Economies of Scale and Breakpoints

 

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board also considered that the Fund may benefit from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the Fund’s expense ratio as it grows in size. The Board noted that the Fund will share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.

 

E.

Profitability and Financial Resources

 

The Board reviewed information from the 2018 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an independent consultant. The Board noted that Invesco Advisers will continue to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Invesco Funds, and the profits estimated to be realized by the Fund, to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

 

F.

Collateral Benefits to Invesco Advisers and its Affiliates

 

The Board considered various other benefits to be received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees to be received for providing administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; and that the services are required for the operation of the Fund.

 

44 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Initial Approval of Investment Advisory and Sub-Advisory Contracts (Continued)

 

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

 

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds with respect to certain investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers will receive from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the amount of advisory fees to be received by Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

The Board also considered that an affiliated broker may receive commissions for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers may use the affiliated broker to, among other things, control order routing and minimize information leakage, and the Board was be advised that such trades will be executed in compliance with rules under the federal securities laws and consistent with best execution obligations.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 45

 

 

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments Unaudited

 

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) on Form N-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q (or any successor Form) on the SEC website at sec.gov.

 

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

 

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

 

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

 

46 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Distribution Sources Unaudited

 

For any distribution that took place over the last six months of the Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. For certain securities, such as Master Limited Partnerships (“MLPs”), the percentages attributed to each category are estimated using historical information because the character of the amounts received from the MLPs in which the Fund invests is unknown until after the end of the calendar year. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’. The Fund’s latest distribution information will be followed by the sources of any distribution, updated daily.

 

Fund Name

Pay
Date

Net
Income

Net
Profit
from Sale

Other
Capital
Sources

Invesco Oppenheimer SteelPath MLP Alpha Plus Fund

1/4/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Alpha Plus Fund

2/8/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Alpha Plus Fund

3/8/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Alpha Plus Fund

4/5/19

0.0%

0.0%

100.0%

Invesco Oppenheimer SteelPath MLP Alpha Plus Fund

5/10/19

0.0%

0.0%

100.0%

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 47

 

 

Shareholder Proxy Unaudited

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

A Special Meeting (“Meeting”) of Shareholders of Invesco Oppenheimer SteelPath MLP Alpha Plus Fund was held on April 12, 2019. The Meeting was held for the following purpose:

 

(1)

Approval of an Agreement and Plan of Reorganization that provides for the reorganization of Oppenheimer SteelPath MLP Alpha Plus Fund into Invesco Oppenheimer SteelPath MLP Alpha Plus Fund.

 

The results of the voting on the above matter was as follows:

 

Matter

Votes For

Votes
Against

Votes
Abstain

Broker
Non-Votes

(1) Approval of an Agreement and Plan of Reorganization.

12,874,937

2,300,319

2,132,440

0

 

48 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Invesco 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.

 

1

NTD

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 49

 

 

INVESCO PRIVACY POLICY (Continued)

 

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 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

 

50 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

Invesco Privacy Policy (Continued)

 

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.

 

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.

 

INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 51

 

 

INVESCO PRIVACY POLICY (Continued)

 

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:

 

 

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.

 

52 INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

 

 

 

 

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INVESCO OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND 53

 

 

 

 

 

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O-SPMAP-SAR-1 07262019

 

 

 

Item 2. Code of Ethics.

 

Not required for a semiannual report

 

Item 3. Audit Committee Financial Expert.

 

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

 

PricewaterhouseCoopers LLP (“PwC”) informed the Trust that it has identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.

 

The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities (referred to as a “more than ten percent owner”). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd. (collectively, the Invesco Fund Complex). PwC informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex.

 

On June 20, 2016, the SEC Staff issued a “no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. On June 18, 2019, the SEC adopted amendments to the Loan Rule (the “Amendments”) addressing many of the issues that led to the issuance of the no-action letter. The Amendments become effective and supersede the no-action letter on October 3, 2019, 90 days after publication in the Federal Register. In connection with prior independence determinations, PwC communicated, as contemplated by the no-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PwC is able to exhibit the requisite objectivity and impartiality to report on the Funds’ financial statements as the independent registered public accounting firm. PricewaterhouseCoopers LLP also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore, the Adviser, the Funds and PwC concluded that PricewaterhouseCoopers LLP could continue as the Funds’ independent registered public accounting firm. The Invesco Fund Complex relied upon the no-action letter in reaching this conclusion.

 

If in the future the independence of PwC is called into question under the Loan Rule by circumstances that are not addressed in the SEC’s no-action letter, the Funds will need to take other action in order for the Funds’ filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such additional actions could result in additional costs, impair the ability of the Funds to issue new shares or have other material adverse effects on the Funds. The SEC no-action relief was initially set to expire 18 months from issuance but has been extended by the SEC without an expiration date, except that the no-action letter will be withdrawn upon the effectiveness of the Amendments.

 

 

 

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”).

 

Separately, 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.

 

Item 5. Audit Committee of Listed Registrants

 

Not applicable.

 

Item 6. Schedule of Investments.

 

Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment 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 July 22, 2019, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and 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 (the "Act"), as amended. Based on that evaluation, the Registrant's officers, including the PEO and PFO, concluded that, as of July 22, 2019, the Registrant's disclosure controls and procedures were reasonably designed 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 second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13. Exhibits.

 

13(a) (1)Not applicable.

 

13(a) (2)Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

 

13(a) (3)Not applicable.

 

13(a) (4)Registrant’s Independent Public Accountant, attached as Exhibit 99. ACCT

 

13(b)Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant: AIM Investment Funds (Invesco Investment Funds)

 

By: /s/ Sheri Morris  
  Sheri Morris  
  Principal Executive Officer  
     
Date: August 8, 2019  

 

Pursuant to the requirements of the Securities 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: August 8, 2019  

 

By: /s/ Kelli Gallegos  
  Kelli Gallegos  
  Principal Financial Officer  
     
Date: August 8, 2019