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: 11/30
Date of reporting period: 11/30/2021
ITEM 1. | REPORTS TO STOCKHOLDERS. |
(a) The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:
(b) Not Applicable
Annual Report to Shareholders | November 30, 2021 |
Invesco SteelPath MLP Alpha Fund |
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Nasdaq: |
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A: MLPAX ∎ C: MLPGX ∎ R: SPMGX ∎ Y: MLPOX ∎ R5: SPMHX ∎ R6: OSPAX |
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T-1 |
Management’s Discussion of Fund Performance
Fund vs. Indexes | ||||
Total returns, 11/30/20 to 11/30/21, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
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Class A Shares | 38.26 | % | ||
Class C Shares | 37.41 | |||
Class R Shares | 38.00 | |||
Class Y Shares | 38.50 | |||
Class R5 Shares | 38.72 | |||
Class R6 Shares | 38.74 | |||
S&P 500 Index | 27.92 | |||
Alerian MLP Index | 38.75 | |||
Source(s): RIMES Technologies Corp. |
Fund Performance Discussion
The Fund’s Class A shares (without sales charge) produced a total return of 38.26% during the fiscal year. In comparison, master limited partnerships (MLPs), as measured by the Alerian MLP Index (AMZ), generated a total return of 38.75% over the same period. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax. During the same period, the S&P 500 Index produced a total return of 27.92%.
During the fiscal year the energy markets rebounded from the early 2020 brief market share battle between Saudi Arabia and Russia and the much more impactful effort to contain the spread of COVID-19, which had significantly disrupted global demand for petroleum products. While energy sector equity prices have yet to fully recover from the doldrums of 2020, commodity prices now exceed 2019 averages. In fact, a number of energy market commentators now forecast a sustained period of higher prices as global oil and gas investment remains tepid but demand continues to rebound. Similarly, expectations for US production growth have also been lifting from the widely held expectation of flat production for the foreseeable future. While a return to domestic volume growth should aid midstream cash flows, we believe public producers will maintain a focus on free cash flow rather than seek rapid production growth, which we believe would result in more moderate growth than previous periods of similarly strong pricing.
Over the fiscal year, we estimate approximately $1 billion of new equity supply entered the market through secondary offerings, initial public offerings, preferred offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. Midstream companies raised approximately $19 billion of debt capital during the
period. Most midstream MLPs pay out substantial distributions to investors and, therefore, have historically raised external capital to fund larger growth projects or acquisitions. However, in recent years most sector participants have adjusted their business models to self-fund the equity portion of their investment plans.
Macro Review
West Texas Intermediate (WTI) crude oil prices ended the fiscal year at $66.18 per barrel, up 46% over the year, while global crude prices, as measured by Brent crude oil, traded 48% higher over the fiscal year. Henry Hub natural gas prices exited November 2021 at $4.57 per million British thermal units (mmbtu), up 58% over the fiscal year, after hitting an intra-period high of $6.46 per mmbtu driven by strong export demand and below normal inventories. Regional price differentials improved in the Permian basin where new pipeline capacity eased congestion. Conversely, natural gas pricing in Appalachia weakened further as basin production has been near available takeaway capacity.
Mont Belvieu natural gas liquids (NGL) prices ended the fiscal year at $38.31 per barrel, a 77% increase over the previous fiscal year. Pricing for NGL purity products was strong across the board, with butane trading the strongest and natural gasoline the least robust. Frac spreads, a measure of natural gas processing economics, ended the period at $0.51 per gallon, up 96% over the fiscal year. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.
The yield curve steepened over the fiscal year as medium- and long-term rates rose more than the yields on shorter-dated maturities. The 10-year Treasury yield rose by 61 basis points to end the period at 1.45%. The MLP yield spread at fiscal year-end, as measured by the AMZ and the 10-year
Treasury bond, narrowed by 365 basis points to 6.82%.
Over the fiscal year, real estate investment trusts (REITs) and utilities, two competing yield-oriented equity asset classes, posted total returns of 32.12% (as measured by the Dow Jones Equity REIT Total Return Index) and 7.40% (as measured by the Dow Jones Utility Average Index), respectively, as compared to the AMZ’s 38.75% total return for MLPs. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, increased over the period but remained well below the ten-year average.
Subsector Review
Performance for all subsectors in the midstream, or energy infrastructure, MLP asset class was positive over the fiscal year. On average, sector participants in the Other subsector, which includes fuel distribution companies, provided the best performance over the fiscal year, as fuel margins expanded and volumes improved after the declines associated with reduced economic activity due to COVID-19. The Gathering and Processing subsector also had positive performance supported by rebounding production volumes, strong natural gas liquids pricing and robust processing economics.
The Propane subsector experienced the weakest performance over the fiscal year given its modest exposure to resumed production growth and generally lower market beta. On average the Natural Gas Pipeline subsector also lagged, while still generating an average return of 19%, as the subsector was generally less impacted by the equity price weakness during the COVID-driven market volatility during the prior fiscal year.
Fund Review
Key contributors to the Invesco SteelPath MLP Alpha Fund were Targa Resources Corp. (NYSE: TRGP) and MPLX, LP (NYSE: MPLX).
TRGP outperformed over the fiscal year after reporting strong financial results bolstered by favorable commodity prices and increasing volumes on its asset footprint. The favorable operating environment allowed the company to increase its 2021 cash flow guidance by approximately 5% and reduce its leverage target from 4.0x to 3.5x for the year. With a fortified balance sheet, robust financial flexibility, and attractive gathering and processing footprint in the Permian to feed its downstream assets, we believe the company is well positioned to resume returning cash to investors in 2022.
MPLX outperformed over the fiscal year after reporting better than expected financial results and affirming an ongoing bias toward unit repurchases supported by the expectation of generating excess cash after capital expenditures and distributions in 2021. We
2 Invesco SteelPath MLP Alpha Fund
believe MPLX holds an attractive, diversified portfolio of midstream energy infrastructure and logistics assets that include a network of crude oil and refined product pipelines and terminals, an inland marine business, crude oil and natural gas gathering systems and pipelines, as well as natural gas and NGL processing and fractionation facilities. With a strong natural gas and natural gas liquids position in Appalachia, we expect MPLX will continue to advance its strategy of creating integrated crude oil and natural gas logistics systems from the Permian to the Gulf Coast.
Key detractors from the Invesco SteelPath MLP Alpha Fund were Enterprise Products Partners, LP (NYSE: EPD) and Magellan Midstream Partners, LP (NYSE: MMP).
EPD underperformed over the fiscal year despite reporting strong financial and operating results. The company’s robust free cash flow profile has created an expectation that a significant unit repurchase plan is eminent. The absence of such an announcement with recent financial results likely contributed to the unit’s underperformance. We believe EPD’s predominantly fee-based cash flows and strong balance sheet provides a resilient business profile. In our view, the partnership continues to maintain excellent distribution coverage, a solid balance sheet, and minimal external capital needs.
MMP underperformed over the fiscal year despite reporting financial results that were consistent with expectations as it appears market participants are expressing heightened concern over the long-term growth potential of Magellan’s refined product pipelines. While the partnership is forecasting limited growth capital expenditures this year, as more refineries shut down in Magellan’s markets, the company expects to benefit over time from the logistics challenges that will be created, as well as normal course tariff rate increases. Further, MMP has used the depressed stock price as an opportunity to repurchase a meaningful amount of stock in the open market, including $391 million in the third quarter of 2021 alone.
Outlook
We believe the midstream energy sector is well-positioned to provide a healthy total return experience going forward in a steady production environment, and upside optionality if production growth resumes. Most sector participants offer robust cash distributions that are substantially higher than other yielding equity classes. In addition, sector valuations are attractive and well below historic ranges and most sector participants are burdened with lower capital spending obligations and carry healthier distribution coverage metrics than historic levels, which should enable further deleveraging as well as equity repurchases. Should substantial volume growth return, the sector’s asset base carries strong operating
leverage to allow growth with minimal or reduced capital expenditure.
All data, unless otherwise noted, sourced from Bloomberg LP as of 11/30/21.
Remediation Plan for Certain Shareholders Impacted by Restatement of NAVs Between December 2014 and March 2020
In 2020, the Fund determined that the valuation allowance related to the deferred tax asset included in the calculation of the net asset value per share (“NAV”) upon which shareholders transacted had not been properly accounted for during the period that included days from December 1, 2014 through March 6, 2020 (the “overstatement period”). That determination resulted in the correction of the Fund’s NAV during certain days of the overstatement period.
Invesco developed a remediation plan that resulted in payments by Invesco to shareholders negatively impacted by the overstatement of the NAV during the overstatement period, and Invesco engaged a third-party firm to assist with its implementation. Distributions to impacted shareholders occurred in the fourth quarter of 2021.
Portfolio managers:
Stuart Cartner
Brian Watson
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. and its affiliates. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and, if applicable, index disclosures later in this report.
3 Invesco SteelPath MLP Alpha Fund
Your Fund’s Long-Term Performance
1 Source: RIMES Technologies Corp.
Past performance cannot guarantee future results.
The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including
management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;
performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
4 Invesco SteelPath MLP Alpha Fund
Average Annual Total Returns | ||||
As of 11/30/21, including maximum applicable sales charges |
| |||
Class A Shares | ||||
Inception (3/31/10) | 0.74 | % | ||
10 Years | -0.62 | |||
5 Years | -4.00 | |||
1 Year | 30.60 | |||
Class C Shares | ||||
Inception (8/25/11) | -0.13 | % | ||
10 Years | -0.65 | |||
5 Years | -3.64 | |||
1 Year | 36.41 | |||
Class R Shares | ||||
10 Years | -0.34 | % | ||
5 Years | -3.22 | |||
1 Year | 38.00 | |||
Class Y Shares | ||||
Inception (3/31/10) | 1.47 | % | ||
10 Years | 0.17 | |||
5 Years | -2.69 | |||
1 Year | 38.50 | |||
Class R5 Shares | ||||
10 Years | 0.00 | % | ||
5 Years | -2.80 | |||
1 Year | 38.72 | |||
Class R6 Shares | ||||
Inception (6/28/13) | -2.59 | % | ||
5 Years | -2.61 | |||
1 Year | 38.74 |
Effective after the close of business on May 24, 2019, Class A, Class C, Class Y and Class I shares of the Oppenheimer SteelPath MLP Alpha Fund (the predecessor fund), were reorganized into Class A, Class C, Class Y and Class R6 shares, respectively, of the Invesco Oppenheimer SteelPath MLP Alpha Fund. Note: The Fund was subsequently renamed the Invesco SteelPath MLP Alpha Fund (the Fund). Returns shown above, for periods ending on or prior to May 24, 2019, for Class A, Class C, Class Y and Class R6 shares are those for Class A, Class C, Class Y and Class I shares of the predecessor fund. Share class returns will differ from the predecessor fund because of different expenses.
Class R and R5 shares incepted after the close of business on May 24, 2019. Performance shown on and prior to that date is that of the predecessor fund’s Class A shares at net asset value and includes the 12b-1 fees applicable to Class A shares.
The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated.
Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower.
See current prospectus for more information.
5 Invesco SteelPath MLP Alpha Fund
Invesco SteelPath MLP Alpha Fund’s investment objective is to seek total return.
• | Unless otherwise stated, information presented in this report is as of November 30, 2021, and is based on total net assets. |
• | Unless otherwise noted, all data is provided by Invesco. |
• | To access your Fund’s reports/prospectus, visit invesco.com/fundreports. |
About indexes used in this report
• | The S&P 500® Index is an unmanaged index considered representative of the US stock market. |
• | The Alerian MLP Index is designed to capture the performance of energy master limited partnerships (MLPs). |
• | The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es). |
• | A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not. |
This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
6 Invesco SteelPath MLP Alpha Fund
Fund Information
Portfolio Composition | ||||
By Sector | % of total net assets | |||
Gathering & Processing | 42.68 | % | ||
Petroleum Pipeline Transportation | 21.59 | |||
Diversified | 21.30 | |||
Natural Gas Pipeline Transportation | 12.61 | |||
Other Energy | 2.61 | |||
Money Market Funds Plus Other Assets Less Liabilities | (0.79) | |||
Top 10 Master Limited Partnership and Related Entity Holdings* | ||||
% of total net assets | ||||
1. MPLX L.P. | 14.16 | % | ||
2. Energy Transfer L.P. | 12.62 | |||
3. Enterprise Products Partners L.P. | 12.34 | |||
4. Targa Resources Corp. | 12.32 | |||
5. Western Midstream Partners L.P. | 11.37 | |||
6. Magellan Midstream Partners L.P. | 8.75 | |||
7. Plains All American Pipeline L.P. | 5.76 | |||
8. Williams Cos., Inc. | 5.17 | |||
9. Phillips 66 Partners L.P. | 3.91 | |||
10.TC Energy Corp. | 3.78 | |||
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security. * Excluding money market fund holdings, if any. Data presented here are as of November 30, 2021. |
|
7 Invesco SteelPath MLP Alpha Fund
November 30, 2021
Units | Value | |||||||
Master Limited Partnerships And Related Entities–100.79% |
| |||||||
Diversified–21.30% | ||||||||
Enterprise Products Partners L.P. | 3,904,332 | $ | 83,513,662 | |||||
TC Energy Corp.(a) | 545,562 | 25,592,313 | ||||||
Williams Cos., Inc. | 1,306,015 | 34,988,142 | ||||||
144,094,117 | ||||||||
Gathering & Processing–42.68% | ||||||||
Equitrans Midstream Corp. | 2,101,445 | 20,215,898 | ||||||
Hess Midstream L.P., Class A | 502,998 | 12,454,231 | ||||||
MPLX L.P. | 3,269,375 | 95,825,381 | ||||||
Targa Resources Corp. | 1,613,809 | 83,320,959 | ||||||
Western Midstream Partners L.P. | 4,000,271 | 76,925,209 | ||||||
288,741,678 | ||||||||
Natural Gas Pipeline Transportation–12.61% | ||||||||
Energy Transfer L.P. | 10,137,577 | 85,358,401 | ||||||
Other Energy–2.61% | ||||||||
Sunoco L.P. | 91,111 | 3,497,751 | ||||||
USA Compression Partners L.P. | 436,670 | 6,414,683 | ||||||
Westlake Chemical Partners L.P. | 335,019 | 7,755,690 | ||||||
17,668,124 |
Units | Value | |||||||
Petroleum Pipeline Transportation–21.59% | ||||||||
Holly Energy Partners L.P. | 680,417 | $ | 11,403,789 | |||||
Magellan Midstream Partners L.P. | 1,276,338 | 59,196,556 | ||||||
Phillips 66 Partners L.P. | 768,159 | 26,455,396 | ||||||
Plains All American Pipeline L.P. | 4,187,607 | 38,944,745 | ||||||
Plains GP Holdings L.P., Class A | 1,004,599 | 10,045,990 | ||||||
146,046,476 | ||||||||
Total Master Limited Partnerships And Related Entities (Cost $512,957,617) |
| 681,908,796 | ||||||
Shares | ||||||||
Money Market Funds–0.10% |
| |||||||
Fidelity Treasury Portfolio, Institutional Class, 0.01% | 686,359 | 686,359 | ||||||
TOTAL INVESTMENTS IN SECURITIES–100.89% |
| 682,595,155 | ||||||
OTHER ASSETS LESS LIABILITIES–(0.89)% |
| (6,044,673 | ) | |||||
NET ASSETS–100% |
| $ | 676,550,482 |
Notes to Schedule of Investments:
(a) | Foreign security denominated in U.S. dollars. |
(b) | The rate shown is the 7-day SEC standardized yield as of November 30, 2021. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
8 Invesco SteelPath MLP Alpha Fund
Statement of Assets and Liabilities
November 30, 2021
Assets: | ||||
Investments in unaffiliated securities, at value (Cost $513,643,976) | $ | 682,595,155 | ||
Receivable for: | ||||
Fund shares sold | 457,080 | |||
Dividends | 14 | |||
Investment for trustee deferred compensation and retirement plans | 126,184 | |||
Prepaid state income tax | 338,194 | |||
AMT credit carryforward | 21,264 | |||
Other assets | 87,472 | |||
Total assets | 683,625,363 | |||
Liabilities: | ||||
Payable for: | ||||
Fund shares reacquired | 1,774,710 | |||
Deferred tax liability, net | 3,814,200 | |||
Accrued fees to affiliates | 1,058,845 | |||
Accrued interest expense | 13,033 | |||
Accrued trustees’ and officers’ fees and benefits | 2,955 | |||
Accrued other operating expenses | 284,954 | |||
Trustee deferred compensation and retirement plans | 126,184 | |||
Total liabilities | 7,074,881 | |||
Net assets applicable to shares outstanding | $ | 676,550,482 | ||
Net assets consist of: | ||||
Shares of beneficial interest | $ | 1,746,180,291 | ||
Distributable earnings (loss), net of taxes | (1,069,629,809 | ) | ||
$ | 676,550,482 |
Net Assets: | ||||
Class A | $ | 274,904,169 | ||
Class C | $ | 122,076,385 | ||
Class R | $ | 374,075 | ||
Class Y | $ | 264,856,300 | ||
Class R5 | $ | 6,633 | ||
Class R6 | $ | 14,332,920 | ||
Shares outstanding, no par value, with an unlimited number of shares authorized: |
| |||
Class A | 60,333,838 | |||
Class C | 30,151,034 | |||
Class R | 82,894 | |||
Class Y | 55,252,261 | |||
Class R5 | 1,445 | |||
Class R6 | 2,962,604 | |||
Class A: | ||||
Net asset value per share | $ | 4.56 | ||
Maximum offering price per share | 4.83 | |||
Class C: | ||||
Net asset value and offering price per share | $ | 4.05 | ||
Class R: | ||||
Net asset value and offering price per share | $ | 4.51 | ||
Class Y: | ||||
Net asset value and offering price per share | $ | 4.79 | ||
Class R5: | ||||
Net asset value and offering price per share | $ | 4.59 | ||
Class R6: | ||||
Net asset value and offering price per share | $ | 4.84 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
9 Invesco SteelPath MLP Alpha Fund
Statement of Operations
For the year ended November 30, 2021
Investment income: | ||||
Dividends (net of return of capital distributions of $46,026,781) | $ | 5,079,785 | ||
Expenses: | ||||
Advisory fees | 7,618,082 | |||
Administrative services fees | 287,784 | |||
Custodian fees | 31,134 | |||
Distribution fees: | ||||
Class A | 650,160 | |||
Class C | 1,463,938 | |||
Class R | 1,749 | |||
Transfer agent fees — A, C, R and Y | 1,065,716 | |||
Transfer agent fees — R5 | 4 | |||
Transfer agent fees — R6 | 7,310 | |||
Interest, facilities and maintenance fees | 228,659 | |||
State income tax expense | 146,404 | |||
Trustees’ and officers’ fees and benefits | 31,415 | |||
Registration and filing fees | 93,019 | |||
Reports to shareholders | 31,729 | |||
Professional services fees | 136,809 | |||
Other | 15,916 | |||
Total expenses, before waivers and deferred taxes | 11,809,828 | |||
Less: Expenses reimbursed | (670,651 | ) | ||
Net expenses, before taxes | 11,139,177 | |||
Net investment income (loss), before taxes | (6,059,392 | ) | ||
Net current/deferred tax expense | (10,710,501 | ) | ||
Net investment income (loss), net of taxes | (16,769,893 | ) | ||
Realized and unrealized gain (loss) from: | ||||
Net realized gain from: | ||||
Unaffiliated investment securities (includes net gains (losses) from securities sold to affiliates of $1,469,499) | 13,936,173 | |||
Net deferred tax (expense) benefit | — | |||
Net realized gain, net of deferred taxes | 13,936,173 | |||
Change in net unrealized appreciation of: | ||||
Unaffiliated investment securities | 214,398,161 | |||
Net deferred tax (expense) benefit | 1,844,959 | |||
Net change in net unrealized appreciation of investment securities, net of deferred taxes | 216,243,120 | |||
Net realized and unrealized gain, net of deferred taxes | 230,179,293 | |||
Net increase in net assets resulting from operations | $ | 213,409,400 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
10 Invesco SteelPath MLP Alpha Fund
Statement of Changes in Net Assets
For the years ended November 30, 2021 and 2020
2021 | 2020 | |||||||
Operations: | ||||||||
Net investment income (loss), net of deferred taxes | $ | (16,769,893) | $ | (11,133,088) | ||||
Net realized gain (loss), net of deferred taxes | 13,936,173 | (405,057,516 | ) | |||||
Change in net unrealized appreciation, net of deferred taxes | 216,243,120 | 189,465,273 | ||||||
Net increase (decrease) in net assets resulting from operations | 213,409,400 | (226,725,331 | ) | |||||
Return of capital: | ||||||||
Class A | (21,470,225 | ) | (29,859,264 | ) | ||||
Class C | (13,254,588 | ) | (25,115,259 | ) | ||||
Class R | (29,145 | ) | (23,077 | ) | ||||
Class Y | (21,222,692 | ) | (38,935,456 | ) | ||||
Class R5 | (538 | ) | (742 | ) | ||||
Class R6 | (1,113,779 | ) | (2,344,028 | ) | ||||
Total return of capital | (57,090,967 | ) | (96,277,826 | ) | ||||
Share transactions–net: | ||||||||
Class A | 16,514,447 | (21,737,350 | ) | |||||
Class C | (55,520,579 | ) | (39,756,103 | ) | ||||
Class R | 109,850 | 170,125 | ||||||
Class Y | (39,002,531 | ) | (180,305,984 | ) | ||||
Class R5 | — | — | ||||||
Class R6 | (2,228,338 | ) | (17,054,087 | ) | ||||
Net increase (decrease) in net assets resulting from share transactions | (80,127,151 | ) | (258,683,399 | ) | ||||
Net increase (decrease) in net assets | 76,191,282 | (581,686,556 | ) | |||||
Net assets: | ||||||||
Beginning of year | 600,359,200 | 1,182,045,756 | ||||||
End of year | $ | 676,550,482 | $ | 600,359,200 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
11 Invesco SteelPath MLP Alpha Fund
Years Ended November 30, | ||||||||||||||||||||
Class A | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.58 | $ | 5.28 | $ | 6.56 | $ | 7.35 | $ | 8.64 | ||||||||||
Net investment income (loss)(a) | (0.11 | ) | (0.06 | ) | (0.03 | ) | (0.09 | ) | (0.13 | ) | ||||||||||
Return of capital(a) | 0.24 | 0.29 | 0.34 | 0.39 | 0.35 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.22 | (1.42 | ) | (0.93 | ) | (0.43 | ) | (0.85 | ) | |||||||||||
Total from investment operations | 1.35 | (1.19 | ) | (0.62 | ) | (0.13 | ) | (0.63 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.37 | ) | (0.51 | ) | (0.62 | ) | (0.62 | ) | — | |||||||||||
Dividends from net investment income | — | — | (0.04 | ) | (0.04 | ) | (0.66 | ) | ||||||||||||
Total distributions | (0.37 | ) | (0.51 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 4.56 | $ | 3.58 | $ | 5.28 | $ | 6.56 | $ | 7.35 | ||||||||||
Total return(b) | 38.26 | % | (22.24 | )% | (10.69 | )% | (2.33 | )% | (8.02 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 274,904 | $ | 203,978 | $ | 321,237 | $ | 459,733 | $ | 593,811 | ||||||||||
Portfolio turnover rate | 31 | % | 88 | % | 32 | % | 36 | % | 37 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.65 | % | 1.87 | % | 1.67 | % | 1.68 | % | 1.68 | % | ||||||||||
Expense (waivers) | (0.10 | )% | (0.13 | )% | (0.08 | )% | (0.11 | )%(c) | (0.12 | )%(c) | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(d) | 1.55 | % | 1.74 | % | 1.59 | % | 1.57 | % | 1.56 | % | ||||||||||
Tax expense (benefit)(e) | 1.28 | % | 0.77 | % | — | % | 0.03 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 2.83 | % | 2.51 | % | 1.59 | % | 1.60 | % | 1.56 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (0.92 | )% | (1.57 | )% | (0.56 | )% | (1.29 | )% | (1.60 | )% | ||||||||||
Net of expense (waivers) and before tax benefit (expense) | (0.82 | )% | (1.44 | )% | (0.48 | )% | (1.18 | )% | (1.48 | )% | ||||||||||
Tax benefit (expense)(f) | (1.55 | )% | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (2.37 | )% | (1.44 | )% | (0.48 | )% | (1.18 | )% | (1.48 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(d) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.50%, 1.52%, 1.55%, 1.54% and 1.55%, for the years ended November 30, 2021, 2020, 2019, 2018 and 2017, respectively. |
(e) | Tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
12 Invesco SteelPath MLP Alpha Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class C | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.23 | $ | 4.87 | $ | 6.14 | $ | 6.97 | $ | 8.29 | ||||||||||
Net investment income (loss)(a) | (0.12 | ) | (0.08 | ) | (0.07 | ) | (0.14 | ) | (0.18 | ) | ||||||||||
Return of capital(a) | 0.21 | 0.27 | 0.31 | 0.39 | 0.35 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.10 | (1.32 | ) | (0.85 | ) | (0.42 | ) | (0.83 | ) | |||||||||||
Total from investment operations | 1.19 | (1.13 | ) | (0.61 | ) | (0.17 | ) | (0.66 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.37 | ) | (0.51 | ) | (0.62 | ) | (0.62 | ) | — | |||||||||||
Dividends from net investment income | — | — | (0.04 | ) | (0.04 | ) | (0.66 | ) | ||||||||||||
Total distributions | (0.37 | ) | (0.51 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 4.05 | $ | 3.23 | $ | 4.87 | $ | 6.14 | $ | 6.97 | ||||||||||
Total return(b) | 37.41 | % | (22.94 | )% | (11.29 | )% | (3.06 | )% | (8.75 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 122,076 | $ | 143,085 | $ | 266,485 | $ | 407,345 | $ | 539,908 | ||||||||||
Portfolio turnover rate | 31 | % | 88 | % | 32 | % | 36 | % | 37 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.40 | % | 2.62 | % | 2.44 | % | 2.46 | % | 2.46 | % | ||||||||||
Expense (waivers) | (0.10 | )% | (0.13 | )% | (0.08 | )% | (0.11 | )%(c) | (0.12 | )%(c) | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(d) | 2.30 | % | 2.49 | % | 2.36 | % | 2.35 | % | 2.34 | % | ||||||||||
Tax expense (benefit)(e) | 1.28 | % | 0.77 | % | — | % | 0.03 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 3.58 | % | 3.26 | % | 2.36 | % | 2.38 | % | 2.34 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (1.67 | )% | (2.32 | )% | 1.33 | % | (2.07 | )% | (2.38 | )% | ||||||||||
Net of expense (waivers) and before tax benefit (expense) | (1.57 | )% | (2.19 | )% | (1.25 | )% | (1.96 | )% | (2.26 | )% | ||||||||||
Tax benefit (expense)(f) | (1.55 | )% | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (3.12 | )% | (2.19 | )% | (1.25 | )% | (1.96 | )% | (2.26 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(d) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 2.25%, 2.28%, 2.32%, 2.32% and 2.33%, for the years ended November 30, 2021, 2020, 2019, 2018 and 2017, respectively. |
(e) | Tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
13 Invesco SteelPath MLP Alpha Fund
Financial Highlights—(continued)
Years Ended Novemver 30, | Period ended November 30, 2019(a) | |||||||||||
Class R | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 3.55 | $ | 5.27 | $ | 6.80 | ||||||
Net investment income (loss)(b) | (0.12 | ) | (0.06 | ) | (0.02 | ) | ||||||
Return of capital(b) | 0.24 | 0.28 | 0.16 | |||||||||
Net realized and unrealized gain (loss) | 1.21 | (1.43 | ) | (1.29 | ) | |||||||
Total from investment operations | 1.33 | (1.21 | ) | (1.15 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.37 | ) | (0.51 | ) | (0.36 | ) | ||||||
Dividends from net investment income | — | — | (0.02 | ) | ||||||||
Total distributions | (0.37 | ) | (0.51 | ) | (0.38 | ) | ||||||
Net asset value, end of period | $ | 4.51 | $ | 3.55 | $ | 5.27 | ||||||
Total return(c) | 38.00 | % | (22.69 | )% | (17.44 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 374 | $ | 200 | $ | 87 | ||||||
Portfolio turnover rate | 31 | % | 88 | % | 32 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.90 | % | 2.12 | % | 1.93 | %(d) | ||||||
Expense (waivers) | (0.10 | )% | (0.13 | )% | (0.09 | )%(d) | ||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 1.80 | % | 1.99 | % | 1.84 | %(d) | ||||||
Tax expense (benefit)(f) | 1.28 | % | 0.77 | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 3.08 | % | 2.76 | % | 1.84 | %(d) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss), before taxes | (1.17 | )% | (1.82 | )% | (0.82 | )%(d) | ||||||
Net of expense (waivers) and before tax benefit (expense) | (1.07 | )% | (1.69 | )% | (0.73 | )%(d) | ||||||
Tax benefit (expense)(g) | (1.55 | )% | — | % | — | %(d) | ||||||
Ratio of net investment income (loss), after taxes | (2.62 | )% | (1.69 | )% | (0.73 | )%(d) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Annualized. |
(e) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.75%, 1.76% and 1.80%, for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(f) | Tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
14 Invesco SteelPath MLP Alpha Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class Y | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.74 | $ | 5.48 | $ | 6.76 | $ | 7.53 | $ | 8.82 | ||||||||||
Net investment income (loss)(a) | (0.10 | ) | (0.05 | ) | (0.01 | ) | (0.07 | ) | (0.11 | ) | ||||||||||
Return of capital(a) | 0.25 | 0.31 | 0.35 | 0.39 | 0.35 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.27 | (1.49 | ) | (0.96 | ) | (0.43 | ) | (0.87 | ) | |||||||||||
Total from investment operations | 1.42 | (1.23 | ) | (0.62 | ) | (0.11 | ) | (0.63 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.37 | ) | (0.51 | ) | (0.62 | ) | (0.62 | ) | — | |||||||||||
Dividends from net investment income | — | — | (0.04 | ) | (0.04 | ) | (0.66 | ) | ||||||||||||
Total distributions | (0.37 | ) | (0.51 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 4.79 | $ | 3.74 | $ | 5.48 | $ | 6.76 | $ | 7.53 | ||||||||||
Total return(b) | 38.50 | % | (22.15 | )% | (10.36 | )% | (2.00 | )% | (7.86 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 264,856 | $ | 239,896 | $ | 555,814 | $ | 1,005,677 | $ | 1,305,894 | ||||||||||
Portfolio turnover rate | 31 | % | 88 | % | 32 | % | 36 | % | 37 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.40 | % | 1.62 | % | 1.42 | % | 1.43 | % | 1.43 | % | ||||||||||
Expense (waivers) | (0.10 | )% | (0.13 | )% | (0.09 | )% | (0.11 | )%(c) | (0.12 | )%(c) | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(d) | 1.30 | % | 1.49 | % | 1.33 | % | 1.32 | % | 1.31 | % | ||||||||||
Tax expense (benefit)(e) | 1.28 | % | 0.77 | % | — | % | 0.03 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 2.58 | % | 2.26 | % | 1.33 | % | 1.35 | % | 1.31 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (0.67 | )% | (1.32 | )% | (0.31 | )% | (1.04 | )% | (1.35 | )% | ||||||||||
Net of expense (waivers) and before tax benefit (expense) | (0.57 | )% | (1.19 | )% | (0.22 | )% | (0.93 | )% | (1.23 | )% | ||||||||||
Tax benefit (expense)(f) | (1.55 | )% | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (2.12 | )% | (1.19 | )% | (0.22 | )% | (0.93 | )% | (1.23 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(d) | Includes borrowing, state income tax and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.25%, 1.27%, 1.29%, 1.29% and 1.30%, for the years ended November 30, 2021, 2020, 2019, 2018 and 2017, respectively. |
(e) | Tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
15 Invesco SteelPath MLP Alpha Fund
Financial Highlights—(continued)
Years Ended November 30, | Period Ended November 30, 2019(a) | |||||||||||
Class R5 | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 3.59 | $ | 5.29 | $ | 6.80 | ||||||
Net investment income (loss)(b) | (0.10 | ) | (0.05 | ) | (0.01 | ) | ||||||
Return of capital(b) | 0.24 | 0.29 | 0.17 | |||||||||
Net realized and unrealized gain (loss) | 1.23 | (1.43 | ) | (1.29 | ) | |||||||
Total from investment operations | 1.37 | (1.19 | ) | (1.13 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.37 | ) | (0.51 | ) | (0.36 | ) | ||||||
Dividends from net investment income | — | — | (0.02 | ) | ||||||||
Total distributions | (0.37 | ) | (0.51 | ) | (0.38 | ) | ||||||
Net asset value, end of period | $ | 4.59 | $ | 3.59 | $ | 5.29 | ||||||
Total return(c) | 38.72 | % | (22.20 | )% | (17.13 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 7 | $ | 5 | $ | 8 | ||||||
Portfolio turnover rate | 31 | % | 88 | % | 32 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.29 | % | 1.49 | % | 1.30 | %(h) | ||||||
Expense (waivers) | — | %(d) | (0.01 | )% | — | %(h) | ||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 1.29 | % | 1.48 | % | 1.30 | %(h) | ||||||
Tax expense (benefit)(f) | 1.28 | % | 0.77 | % | — | %(h) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 2.57 | % | 2.25 | % | 1.30 | %(h) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss), before taxes | (0.56 | )% | (1.19 | )% | (0.19 | )%(h) | ||||||
Net of expense (waivers) and before tax benefit (expense) | (0.56 | )% | (1.18 | )% | (0.19 | )%(h) | ||||||
Tax benefit (expense)(g) | (1.55 | )% | — | % | — | %(h) | ||||||
Ratio of net investment income (loss), after taxes | (2.11 | )% | (1.18 | )% | (0.19 | )%(h) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Rounds to less than (0.01)%. |
(e) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.24%, 1.26% and 1.26%, for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(f) | Tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
(h) | Annualized. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
16 Invesco SteelPath MLP Alpha Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class R6 | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.77 | $ | 5.51 | $ | 6.80 | $ | 7.58 | $ | 8.85 | ||||||||||
Net investment income (loss)(a) | (0.10 | ) | (0.05 | ) | (0.01 | ) | (0.07 | ) | (0.10 | ) | ||||||||||
Return of capital(a) | 0.25 | 0.32 | 0.36 | 0.39 | 0.35 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.29 | (1.50 | ) | (0.98 | ) | (0.44 | ) | (0.86 | ) | |||||||||||
Total from investment operations | 1.44 | (1.23 | ) | (0.63 | ) | (0.12 | ) | (0.61 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.37 | ) | (0.51 | ) | (0.62 | ) | (0.62 | ) | — | |||||||||||
Dividends from net investment income | — | — | (0.04 | ) | (0.04 | ) | (0.66 | ) | ||||||||||||
Total distributions | (0.37 | ) | (0.51 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 4.84 | $ | 3.77 | $ | 5.51 | $ | 6.80 | $ | 7.58 | ||||||||||
Total return(b) | 38.74 | % | (22.03 | )% | (10.45 | )% | (2.11 | )% | (7.59 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 14,333 | $ | 13,194 | $ | 38,414 | $ | 141,917 | $ | 140,475 | ||||||||||
Portfolio turnover rate | 31 | % | 88 | % | 32 | % | 36 | % | 37 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.29 | % | 1.49 | % | 1.27 | % | 1.25 | % | 1.23 | % | ||||||||||
Expense (waivers) | (0.05 | )% | (0.06 | )% | — | % | — | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(c) | 1.24 | % | 1.43 | % | 1.27 | % | 1.25 | % | 1.23 | % | ||||||||||
Tax expense (benefit)(d) | 1.28 | % | 0.77 | % | - | % | 0.03 | % | - | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 2.52 | % | 2.20 | % | 1.27 | % | 1.28 | % | 1.23 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (0.56 | )% | (1.19 | )% | (0.16 | )% | (0.86 | )% | (1.15 | )% | ||||||||||
Net of expense (waivers) and before tax benefit (expense) | (0.51 | )% | (1.13 | )% | (0.16 | )% | (0.86 | )% | (1.15 | )% | ||||||||||
Tax benefit (expense)(e) | (1.55 | )% | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (2.06 | )% | (1.13 | )% | (0.16 | )% | (0.86 | )% | (1.15 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.19%, 1.21%, 1.23%, 1.22% and 1.22%, for the years ended November 30, 2021, 2020, 2019, 2018 and 2017, respectively. |
(d) | Tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(e) | Tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
17 Invesco SteelPath MLP Alpha Fund
November 30, 2021
NOTE 1—Significant Accounting Policies
Invesco SteelPath MLP Alpha Fund (the “Fund”) is a series portfolio of AIM Investment Funds (Invesco Investment Funds) (the “Trust”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. The Fund is classified as non-diversified. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.
The Fund’s investment objective is 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. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. | Security Valuations – Securities, including restricted securities, are valued according to the following policy. |
A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.
Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.
Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse
18 Invesco SteelPath MLP Alpha Fund
economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. | Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. |
The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
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 accounting principles generally accepted in the United States of America (“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 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 may invest in securities of fewer issuers than if it were diversified. Thus, the value of the Fund’s shares may vary more widely and the Fund may be subject to greater market and credit risk than if the Fund invested more broadly. The Fund also 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.
MLP’s 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 year ended November 30, 2021, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 1.4 percent for state and local tax, net of federal tax expense. |
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The Fund’s income tax provision consists of the following as of November 30, 2021:
Current tax (expense) benefit | ||||
Federal | $ | (10,710,501) | ||
State | — | |||
Total current tax (expense) benefit | $ | (10,710,501) |
Deferred tax (expense) benefit | ||||
Federal | $ | (119,702,003 | ) | |
State | (9,392,860 | ) | ||
Valuation allowance | 130,939,822 | |||
Total deferred tax (expense) benefit | $ | 1,844,959 |
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 | $ | (46,677,738) | (21.00)% | |||||
State income taxes net of federal benefit | (3,111,850) | (1.40)% | ||||||
Effect of state tax rate change | (583,576) | (0.26)% | ||||||
Effect of permanent differences | 381,771 | 0.17% | ||||||
Effect of prior year expiring loss carryforwards | (91,364,984) | (41.10)% | ||||||
Return to provision adjustments | 1,551,013 | 0.70% | ||||||
Change in valuation allowance | 130,939,822 | 58.91% | ||||||
Total income tax (expense) benefit | $ | (8,865,542) | (3.98)% |
For the year ended November 30, 2021 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of (3.98)% differed from the combined federal and state statutory tax rate of 22.40% 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 November 30, 2021, the Fund determined a valuation allowance was required. The Fund’s assessment considered, among other matters, the nature, frequency and severity of current and cumulative losses, the duration of statutory carryforward periods and the associated risk that operating loss and capital loss carryforwards were limited as a result of shareholder transactions or were likely to expire unused, and unrealized gains and losses on investments. Consideration was also given to market cycles, the severity and duration of historical deferred tax assets, the impact of redemptions, and the level of MLP distributions. Additionally, various tax law changes were considered by the Fund in assessing the recoverability of its deferred tax assets. For instance, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Stability Act (“CARES Act”) was signed into law. Prior to signing into law, the carryforward ability of net operating losses for tax years beginning after December 31, 2017 was governed by the Tax Cuts and Jobs Act (“TCJA”). The TCJA 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. The CARES Act delays the application of the 80% net operating loss limitation to tax years ending November 30, 2022 and beyond. In addition, the CARES Act revised the TCJA language regarding carryforward periods from “NOLs arising in taxable years ending after December 31, 2017” to “NOLs arising in taxable year beginning after December 31, 2017”. Any net operating losses generated in fiscal years ending prior to December 31, 2018 can be carried back 2 years and carried forward 20 years.
Through the consideration of these factors, the Fund has determined that it is more likely than not that the Fund’s deferred tax assets would not be fully realized. As a result, the Fund recorded a valuation allowance with respect to its deferred tax assets that are not considered to be realizable as of the year ended November 30, 2021.
From time to time, the Fund may modify its estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance as new information becomes available. Modifications of the Fund’s estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on or expirations of the Fund’s net operating losses and capital loss carryovers (if any) and changes in applicable tax law could result in increases or decreases in the Fund’s NAV per share, which could be material.
20 Invesco SteelPath MLP Alpha Fund
Components of the Fund’s deferred tax assets and liabilities as of November 30, 2021 are as follows:
Deferred tax assets: | ||||
Net operating loss carryforward (tax basis) — Federal | $ | 1,121,464 | ||
Net operating loss carryforward (tax basis) — State | 4,379,557 | |||
Excess business interest expense carryforward | 37,068 | |||
Capital loss carryforward (tax basis) | 145,284,511 | |||
Book to tax differences — Income recognized from MLPs | 935,947 | |||
Valuation allowance | (112,465,395) | |||
Total deferred tax asset | 39,293,152 | |||
Deferred tax liabilities: | ||||
Net unrealized gains on investment securities (tax basis) | $ | (39,293,152) | ||
Unrealized ordinary gains on investment securities (tax basis) | (3,814,200) | |||
Total deferred tax liability | (43,107,352) | |||
Total net deferred tax asset (liability) | $ | (3,814,200) |
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 November 30, 2021, 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 November 30, 2021, the Fund had net operating loss carryforwards for federal income tax purposes as follows:
Expiration date for expiring net operating loss carryforwards | ||||
None | $ | — | ||
Total expiring net operating loss carryforwards | — | |||
Total non-expiring net operating loss carryforwards | $ | 5,340,305 | ||
Total net operating loss carryforwards | $ | 5,340,305 |
At November 30, 2021, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:
Expiration Date | ||||
11/30/2023 | $ | 68,065,020 | ||
11/30/2024 | 76,122,169 | |||
11/30/2025 | 476,678,663 | |||
11/30/2026 | 27,725,716 | |||
Total | $ | 648,591,568 |
During the year ended November 30, 2021, the Fund estimates that $406,293,272 of capital loss carryforward has expired.
At November 30, 2021, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:
Cost of Investments | $ | 508,055,975 | ||
Gross Unrealized Appreciation | $ | 196,960,410 | ||
Gross Unrealized Depreciation | (22,421,230) | |||
Net Unrealized Appreciation on Investments | $ | 174,539,180 |
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 based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets. |
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I. | Interest, Facilities and Maintenance Fees – Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining the credit agreement. |
J. | Accounting Estimates – The preparation of financial statements in conformity with 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. |
K. | 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. |
L. | COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, and defaults, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally. |
The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund’s performance.
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with 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 year ended November 30, 2021, the effective advisory fee rate incurred by the Fund was 1.10%.
Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Fund.
The Adviser has contractually agreed, through at least March 31, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.50%, 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 the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on March 31, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.
For the year ended November 30, 2021, the Adviser contractually reimbursed class level expenses of $253,974, $143,524, $342, $265,408, $0 and $7,403 for Class A, Class C, Class R, Class Y, Class R5 and Class R6, respectively.
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. The Trust and the Adviser have entered into a Master Administrative Services Agreement (“Administrative Services Agreement”) pursuant to which the Adviser may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by the Adviser under the Investment Advisory Agreement. The Adviser may only receive fees for administrative services under the Administrative Services Agreement to the extent that those fees assessed under the agreement are in excess of the fees paid to UMB. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund.
The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.
The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder
22 Invesco SteelPath MLP Alpha Fund
services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended November 30, 2021, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.
Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended November 30, 2021, IDI advised the Fund that IDI retained $36,760 in front-end sales commissions from the sale of Class A shares and $187 and $7,316 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.
For the year ended November 30, 2021, the Fund incurred $1,443 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.
Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.
NOTE 3—Additional Valuation Information
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
Level 1 – Prices are determined using quoted prices in an active market for identical assets.
Level 2 – Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 – Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
As of November 30, 2021, 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 year ended November 30, 2021, the Fund engaged in transactions with affiliates as listed: Securities purchases of $33,114,575 and securities sales of $2,737,490, which resulted in net realized gains (losses) of $1,469,499.
NOTE 5—Trustees’ and Officers’ Fees and Benefits
Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
NOTE 6—Cash Balances and Borrowings
The Fund has entered into a revolving credit and security agreement, which enables the Fund to participate with certain other Funds in a committed secured borrowing facility that permits borrowings up to $500 million, collectively by certain Funds, and which will expire on September 28, 2022. 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. The revolving credit and security agreement is secured by the assets of the Fund. At November 30, 2021, the Fund had no borrowings outstanding under this agreement.
The Fund is subject to certain covenants relating to the revolving credit and security agreement. Failure to comply with these restrictions could cause the acceleration of the repayment of the amount outstanding under the revolving credit and security agreement.
Additionally, 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. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.
23 Invesco SteelPath MLP Alpha Fund
NOTE 7—Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the year ended November 30, 2021 was $211,589,915 and $308,276,648 respectively.
NOTE 8—Share Information
Summary of Share Activity | ||||||||||||||||
Year ended November 30, 2021(a) | Year ended November 30, 2020 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Sold: | ||||||||||||||||
Class A | 6,084,751 | $ | 26,847,059 | 14,094,006 | $ | 55,143,043 | ||||||||||
Class C | 3,138,724 | 12,036,870 | 7,464,172 | 28,632,964 | ||||||||||||
Class R | 44,326 | 197,353 | 46,484 | 195,039 | ||||||||||||
Class Y | 14,348,308 | 65,608,835 | 43,596,456 | 174,525,998 | ||||||||||||
Class R6 | 706,906 | 3,257,125 | 4,081,058 | 19,076,761 | ||||||||||||
Issued as reinvestment of dividends: | ||||||||||||||||
Class A | 3,064,837 | 13,876,033 | 5,190,265 | 19,382,465 | ||||||||||||
Class C | 2,144,002 | 8,607,619 | 4,711,517 | 16,216,794 | ||||||||||||
Class R | 6,312 | 28,607 | 6,288 | 22,335 | ||||||||||||
Class Y | 2,785,879 | 13,163,458 | 6,344,202 | 25,066,557 | ||||||||||||
Class R6 | 109,627 | 525,370 | 541,176 | 2,183,480 | ||||||||||||
Automatic Conversion of Class C shares to Class A shares: |
| |||||||||||||||
Class A | 8,053,610 | 35,909,557 | 1,390,689 | 4,821,215 | ||||||||||||
Class C | (8,980,122 | ) | (35,909,557 | ) | (1,526,549 | ) | (4,821,215 | ) | ||||||||
Reacquired: | ||||||||||||||||
Class A | (13,898,816 | ) | (60,118,202 | ) | (24,497,139 | ) | (101,084,073 | ) | ||||||||
Class C | (10,408,293 | ) | (40,255,511 | ) | (21,111,149 | ) | (79,784,646 | ) | ||||||||
Class R | (24,126 | ) | (116,110 | ) | (12,932 | ) | (47,249 | ) | ||||||||
Class Y | (26,039,241 | ) | (117,774,824 | ) | (87,289,230 | ) | (379,898,539 | ) | ||||||||
Class R6 | (1,354,822 | ) | (6,010,833 | ) | (8,093,050 | ) | (38,314,328 | ) | ||||||||
Net Increase (decrease) in share activity | (20,218,138 | ) | $ | (80,127,151 | ) | (55,063,736 | ) | $ | (258,683,399 | ) |
(a) | There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 62% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. |
24 Invesco SteelPath MLP Alpha Fund
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of AIM Investment Funds (Invesco Investment Funds) and Shareholders of Invesco SteelPath MLP Alpha Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco SteelPath MLP Alpha Fund (one of the funds constituting AIM Investment Funds (Invesco Investment Funds), hereafter referred to as the “Fund”) as of November 30, 2021, the related statement of operations for the year ended November 30, 2021, the statement of changes in net assets for each of the two years in the period ended November 30, 2021, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2021 and the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
Financial Highlights |
For the year ended November 30, 2021, November 30, 2020, and November 30, 2019 for Class A, Class C, Class Y and Class R6 For the year ended November 30, 2021 and November 30, 2020 and the period May 24, 2019 (commencement of operations) through November 30, 2019 for Class R and Class R5 |
The financial statements of Invesco SteelPath MLP Alpha Fund (formerly known as Oppenheimer SteelPath MLP Alpha Fund) as of and for the year ended November 30, 2018 and the financial highlights for each of the periods ended on or prior to November 30, 2018 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated January 25, 2019, except for the effects of the restatement discussed in Note 10 (not presented herein) to the financial statements appearing under Item 1 of the Fund’s 2018 annual report on Form N-CSR, as to which the date is March 29, 2020, expressed an unqualified opinion on those financial statements and financial highlights and included a paragraph regarding the correction of a misstatement in the 2015 – 2018 financial statements.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Houston, Texas
January 24, 2022
We have served as the auditor of one or more investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
25 Invesco SteelPath MLP Alpha Fund
Calculating your ongoing Fund expenses
Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period June 1, 2021 through November 30, 2021.
Actual expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
ACTUAL | HYPOTHETICAL (5% annual return before | |||||||||||||||||||||||
Beginning Account Value (06/01/21) | Ending Account Value (11/30/21)1 | Expenses Paid During Period2 | Ending Account Value (11/30/21) | Expenses Paid During Period2 | Annualized Expense Ratio | |||||||||||||||||||
CLASS A | $ | 1,000.00 | $ | 997.50 | $ | 12.62 | $ | 1,012.40 | $ | 12.71 | 2.52 | % | ||||||||||||
CLASS C | 1,000.00 | 992.50 | 16.33 | 1,008.60 | 16.47 | 3.27 | ||||||||||||||||||
CLASS R | 1,000.00 | 995.30 | 13.86 | 1,011.10 | 13.97 | 2.77 | ||||||||||||||||||
CLASS Y | 1,000.00 | 997.60 | 11.37 | 1,013.60 | 11.46 | 2.27 | ||||||||||||||||||
CLASS R5 | 1,000.00 | 997.50 | 11.32 | 1,013.80 | 11.41 | 2.26 | ||||||||||||||||||
CLASS R6 | 1,000.00 | 997.70 | 11.07 | 1,013.90 | 11.16 | 2.21 |
1 | The actual ending account value is based on the actual total return of the Fund for the period June 1, 2021 through November 30, 2021, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses. |
2 | Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half year. |
26 Invesco SteelPath MLP Alpha Fund
Approval of Investment Advisory and Sub-Advisory Contracts
At meetings held on June 10, 2021, 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 the continuance of the Invesco SteelPath MLP Alpha Fund’s (formerly, Invesco Oppenheimer SteelPath MLP Alpha Fund) (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory contracts with Invesco Capital Management LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2021. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.
The Board’s Evaluation Process
The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering
whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.
As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on April 27, 2021 and June 10, 2021, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 10, 2021.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A. | Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers |
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board noted an accounting matter that required that certain historical financial statements for the Fund be restated in 2020 and that certain shareholders be reimbursed for transactions made at incorrect net asset values, and considered information regarding steps Invesco Advisers took and continues to take to remediate the matter. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of Invesco Advisers’ business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the increased remote working environment resulting from the novel coronavirus (“COVID-19”) pandemic. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers has been able to effectively manage, operate and oversee the Invesco Funds through the challenging COVID-19 pandemic period. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds
27 Invesco SteelPath MLP Alpha Fund
under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.
B. | Fund Investment Performance |
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2020 to the performance of funds in the Broadridge performance universe and against the Alerian MLP Infrastructure Index (Index). The Board noted that performance of Class A shares of the Fund was in the fourth quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one and five year periods and reasonably comparable to the performance of the Index for the three year period. The Board acknowledged limitations regarding the Broadridge data, in particular that the Lipper category includes
funds taxed as traditional mutual funds as well as those taxed as C-corporations (such as the Fund) and discussed how such taxation status can impact relative performance. The Board considered that the Fund was created in connection with Invesco Ltd.’s acquisition of OppenheimerFunds, Inc. and its subsidiaries (the “Transaction”) and that the Fund’s performance prior to the closing of the Transaction on May 24, 2019 is that of its predecessor fund. The Board noted that the impact of the oil price war and COVID-19 on the energy markets in 2020, as well as exposure to certain midstream subsectors, detracted from Fund performance. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.
C. | Advisory and Sub-Advisory Fees and Fund Expenses |
The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was the same as the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components. The Board noted that the Fund’s total expense ratio was in the fourth quintile of its expense group and discussed with management reasons for such relative total expenses.
The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.
The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.
The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by
Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.
D. | Economies of Scale and Breakpoints |
The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund 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 also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.
E. | Profitability and Financial Resources |
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and noted that such methodology had recently been reviewed and enhanced. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.
F. | Collateral Benefits to Invesco Advisers and its Affiliates |
The Board considered various other benefits received by Invesco Advisers and its
28 Invesco SteelPath MLP Alpha Fund
affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.
The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.
The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the
affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.
The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.
29 Invesco SteelPath MLP Alpha Fund
The address of each trustee and officer is AIM Investment Funds (Invesco Investment Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Interested Trustee | ||||||||
Martin L. Flanagan1 – 1960 Trustee and Vice Chair | 2007 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly IVZ Inc.) (holding company), Invesco Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization) | 186 | None |
1 | Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser. |
T-1 Invesco SteelPath MLP Alpha Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees | ||||||||
Christopher L. Wilson – 1957 Trustee and Chair | 2017 | Retired
Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and consulting firm); President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments | 186 | Director, ISO New England, Inc. (non-profit organization managing regional electricity market)
Formerly: enaible, Inc. (artificial intelligence technology) | ||||
Beth Ann Brown – 1968 Trustee | 2019 | Independent Consultant
Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds | 186 | Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non-profit); and President and Director of Grahamtastic Connection (non-profit) | ||||
Cynthia Hostetler – 1962 Trustee | 2017 | Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Director, Aberdeen Investment Funds (4 portfolios); Director, Artio Global Investment LLC (mutual fund complex); Director, Edgen Group, Inc. (specialized energy and infrastructure products distributor); Director, Genesee & Wyoming, Inc. (railroads): Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP | 186 | Resideo Technologies (smart home technology); Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Textainer Group Holdings, (shipping container leasing company); Investment Company Institute (professional organization); Independent Directors Council (professional organization); Eisenhower Foundation (non-profit) | ||||
Eli Jones – 1961 Trustee | 2016 | Professor and Dean Emeritus, Mays Business School—Texas A&M University
Formerly: Dean, Mays Business School-Texas A&M University: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank | 186 | Insperity, Inc. (formerly known as Administaff) (human resources provider): First Financial Bancorp (regional bank) | ||||
Elizabeth Krentzman – 1959 Trustee | 2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management – Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management – Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP; and Trustee of certain Oppenheimer Funds | 186 | Trustee of the University of Florida National Board Foundation; Member of the Cartica Funds Board of Directors (private investment funds)
Formerly: Member of the University of Florida Law Center Association, Inc. Board of Trustees , Audit Committee, Membership Committee | ||||
Anthony J. LaCava, Jr. – 1956 Trustee | 2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 186 | Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP |
T-2 Invesco SteelPath MLP Alpha Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees—(continued) | ||||||||
Prema Mathai-Davis – 1950 Trustee | 2001 | Retired
Formerly: Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor); Trustee of YWCA Retirement Fund; CEO of YWCA of the USA; Board member of the NY Metropolitan Transportation Authority; Commissioner of the NYC Department of Aging; Board member of Johns Hopkins Bioethics Institute | 186 | None | ||||
Joel W. Motley – 1952 Trustee | 2019 | Director of Office of Finance, Federal Home Loan Bank System; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization)
Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; Director of Columbia Equity Financial Corp. (privately held financial advisor); and Member of the Vestry of Trinity Church Wall Street | 186 | Member of Board of Trust for Mutual Understanding (non-profit promoting the arts and environment): Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
Teresa M. Ressel — 1962 Trustee | 2017 | Non-executive director and trustee of a number of public and private business corporations
Formerly: Chief Executive Officer, UBS Securities LLC (investment banking); Chief Operating Officer, UBS AG Americas (investment banking); Sr. Management Team Olayan America, The Olayan Group (international investor/commercial/industrial); Assistant Secretary for Management & Budget and Designated Chief Financial Officer, U.S. Department of Treasury; Director, Atlantic Power Corporation (power generation company) and ON Semiconductor Corporation (semiconductor manufacturing) | 186 | Formerly: Elucida Oncology (nanotechnology & medical particles company) | ||||
Ann Barnett Stern – 1957 Trustee | 2017 | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President , Texas Children’s Hospital; Vice President, General Counsel and Corporate Compliance Officer, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP and Andrews & Kurth LLP | 186 | Director and Audit Committee Member of Federal Reserve Bank of Dallas; Trustee and Board Chair of Holdsworth Center, Good Reason Houston (nonprofit); Trustee, Vice Chair, Chair of Nomination/Governance Committee, Chair of Personnel Committee of Holdsworth Center (nonprofit); Trustee and Investment Committee member of University of Texas Law School Foundation (nonprofit); Board Member of Greater Houston Partnershi | ||||
Robert C. Troccoli – 1949 Trustee | 2016 | Retired
Formerly: Adjunct Professor, University of Denver – Daniels College of Business; and Managing Partner, KPMG LLP | 186 | None | ||||
Daniel S. Vandivort – 1954 Trustee | 2019 | President, Flyway Advisory Services LLC (consulting and property management) | 186 | Formerly: Trustee, Board of Trustees, Treasurer and Chairman of the Audit Committee, Huntington Disease Foundation of America; Trustee and Governance Chair, of certain Oppenheimer Funds |
T-3 Invesco SteelPath MLP Alpha Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees—(continued) | ||||||||
James D. Vaughn – 1945 Trustee | 2019 | Retired
Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds | 186 | Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit) | ||||
Officers | ||||||||
Sheri Morris – 1964 President and Principal Executive Officer | 1999 | Head of Global Fund Services, Invesco Ltd.; President and Principal Executive Officer, The Invesco Funds;Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; and Vice President, OppenheimerFunds, Inc.
Formerly: Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds; Vice President and Assistant Vice President, Invesco Advisers, Inc.; Assistant Vice President, Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) | N/A | N/A | ||||
Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary | 2018 | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Vice President, OppenheimerFunds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, OFI Global Institutional, Inc.; Secretary and Vice President, OFI SteelPath, Inc.; Secretary and Vice President, Oppenheimer Acquisition Corp.; Secretary and Vice President, Shareholder Services, Inc.; Secretary and Vice President, Trinity Investment Management Corporation
Formerly: Senior Vice President, Invesco Distributors, Inc.; Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.;Secretary, Sovereign G./P. Holdings Inc.; and Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC | N/A | N/A | ||||
Andrew R. Schlossberg – 1974 Senior Vice President | 2019 | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management)
| N/A | N/A |
T-4 Invesco SteelPath MLP Alpha Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers—(continued) | ||||||||
Formerly: Director, President and Chairman, Invesco Insurance Agency, Inc.; Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC |
| |||||||
John M. Zerr – 1962 Senior Vice President | 2006 | Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Manager, Invesco Specialized Products, LLC; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; President, Trimark Investments Ltd./Placements Trimark Ltée; and Director and Chairman, Invesco Trust Company
Formerly: Director and Senior Vice President, Invesco Insurance Agency, Inc.; Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) | N/A | N/A |
T-5 Invesco SteelPath MLP Alpha Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers—(continued) | ||||||||
Gregory G. McGreevey – 1962 Senior Vice President | 2012 | Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; Senior Vice President, The Invesco Funds; President, SNW Asset Management Corporation and Invesco Managed Accounts, LLC; Chairman and Director, Invesco Private Capital, Inc.; Chairman and Director, INVESCO Private Capital Investments, Inc;. Chairman and Director, INVESCO Realty, Inc.; and Senior Vice President, Invesco Group Services, Inc.
Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds | N/A | N/A | ||||
Adrien Deberghes – 1967 Principal Financial Officer, Treasurer and Vice President | 2020 | Head of the Fund Office of the CFO and Fund Administration; Vice President, Invesco Advisers, Inc.; Principal Financial Officer, Treasurer and Vice President, The Invesco Funds; Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust
Formerly: Senior Vice President and Treasurer, Fidelity Investments | N/A | N/A | ||||
Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer | 2013 | Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc. | N/A | N/A | ||||
Todd F. Kuehl – 1969 Chief Compliance Officer and Senior Vice President | 2020 | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer and Senior Vice President, The Invesco Funds
Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser) | N/A | N/A | ||||
Michael McMaster – 1962 Chief Tax Officer, Vice President and Assistant Treasurer | 2020 | Head of Global Fund Services Tax; Chief Tax Officer, Vice President and Assistant Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc.; Assistant Treasurer, Invesco Capital Management LLC, Assistant Treasurer and Chief Tax Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Specialized Products, LLC
Formerly: Senior Vice President – Managing Director of Tax Services, U.S. Bank Global Fund Services (GFS) | N/A | N/A |
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s Statement of Additional Information for information on the Fund’s sub-advisers.
Office of the Fund
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Counsel to the Fund
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7018
Investment Adviser
Invesco Advisers, Inc.
1555 Peachtree Street, N.E.
Atlanta, GA 30309
Counsel to the Independent Trustees
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001
Distributor
Invesco Distributors, Inc.
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Transfer Agent
Invesco Investment Services, Inc.
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Auditors
PricewaterhouseCoopers LLP
1000 Louisiana Street, Suite 5800
Houston, TX 77002-5021
Custodian
UMB Bank N.A.,
1010 Grand Boulevard
Kansas City, MO 64106
T-6 Invesco SteelPath MLP Alpha Fund
Go paperless with eDelivery
Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.
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• | Fund reports and prospectuses |
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• | Tax forms |
Invesco mailing information
Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/corporate/about-us/esg. The information is also available on the SEC website, sec.gov.
Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
SEC file numbers: 811-05426 and 033-19338 | Invesco Distributors, Inc. | O-SPMA-AR-1 |
Annual Report to Shareholders | November 30, 2021 |
Invesco SteelPath MLP Alpha Plus Fund |
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Nasdaq: |
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A: MLPLX ∎ C: MLPMX ∎ R: SPMJX ∎ Y: MLPNX ∎ R5: SPMPX ∎ R6: OSPPX |
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T-1 |
Management’s Discussion of Fund Performance
Fund vs. Indexes |
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Total returns, 11/30/20 to 11/30/21, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
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Class A Shares | 53.66 | % | ||||
Class C Shares | 52.31 | |||||
Class R Shares | 52.60 | |||||
Class Y Shares | 54.02 | |||||
Class R5 Shares | 54.44 | |||||
Class R6 Shares | 54.72 | |||||
S&P 500 Indexq | 27.92 | |||||
Alerian MLP Indexq | 38.75 | |||||
Source(s): qRIMES Technologies Corp. |
|
Fund Performance Discussion
The Fund’s Class A shares (without sales charge) produced a total return of 53.66% during the fiscal year. In comparison, master limited partnerships (MLPs), as measured by the Alerian MLP Index (AMZ), generated a total return of 38.75% over the same period. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax. During the same period, the S&P 500 Index produced a total return of 27.92%.
During the fiscal year the energy markets rebounded from the early 2020 brief market share battle between Saudi Arabia and Russia and the much more impactful effort to contain the spread of COVID-19, which had significantly disrupted global demand for petroleum products. While energy sector equity prices have yet to fully recover from the doldrums of 2020, commodity prices now exceed 2019 averages. In fact, a number of energy market commentators now forecast a sustained period of higher prices as global oil and gas investment remains tepid but demand continues to rebound. Similarly, expectations for US production growth have also been lifting from the widely held expectation of flat production for the foreseeable future. While a return to domestic volume growth should aid midstream cash flows, we believe public producers will maintain a focus on free cash flow rather than seek rapid production growth, which we believe would result in more moderate growth than previous periods of similarly strong pricing.
Over the fiscal year, we estimate approximately $1 billion of new equity supply entered the market through secondary offerings, initial public offerings, preferred offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. Midstream companies raised approximately $19 billion of
debt capital during the period. Most midstream MLPs pay out substantial distributions to investors and, therefore, have historically raised external capital to fund larger growth projects or acquisitions. However, in recent years most sector participants have adjusted their business models to self-fund the equity portion of their investment plans.
Macro Review
West Texas Intermediate (WTI) crude oil prices ended the fiscal year at $66.18 per barrel, up 46% over the year, while global crude prices, as measured by Brent crude oil, traded 48% higher over the fiscal year. Henry Hub natural gas prices exited November 2021 at $4.57 per million British thermal units (mmbtu), up 58% over the fiscal year, after hitting an intra-period high of $6.46 per mmbtu driven by strong export demand and below normal inventories. Regional price differentials improved in the Permian basin where new pipeline capacity eased congestion. Conversely, natural gas pricing in Appalachia weakened further as basin production has been near available takeaway capacity.
Mont Belvieu natural gas liquids (NGL) prices ended the fiscal year at $38.31 per barrel, a 77% increase over the previous fiscal year. Pricing for NGL purity products was strong across the board, with butane trading the strongest and natural gasoline the least robust. Frac spreads, a measure of natural gas processing economics, ended the period at $0.51 per gallon, up 96% over the fiscal year. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.
The yield curve steepened over the fiscal year as medium- and long-term rates rose more than the yields on shorter-dated maturities. The 10-year Treasury yield rose by 61 basis points to end the period at 1.45%. The MLP yield spread at fiscal year-end, as measured by the AMZ and the 10-year
Treasury bond, narrowed by 365 basis points to 6.82%.
Over the fiscal year, real estate investment trusts (REITs) and utilities, two competing yield-oriented equity asset classes, posted total returns of 32.12% (as measured by the Dow Jones Equity REIT Total Return Index) and 7.40% (as measured by the Dow Jones Utility Average Index), respectively, as compared to the AMZ’s 38.75% total return for MLPs. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, increased over the period but remained well below the ten-year average.
Subsesctor Review
Performance for all subsectors in the midstream, or energy infrastructure, MLP asset class was positive over the fiscal year. On average, sector participants in the Other subsector, which includes fuel distribution companies, provided the best performance over the fiscal year, as fuel margins expanded and volumes improved after the declines associated with reduced economic activity due to COVID-19. The Gathering and Processing subsector also had positive performance supported by rebounding production volumes, strong natural gas liquids pricing and robust processing economics.
The Propane subsector experienced the weakest performance over the fiscal year given its modest exposure to resumed production growth and generally lower market beta. On average the Natural Gas Pipeline subsector also lagged, while still generating an average return of 19%, as the subsector was generally less impacted by the equity price weakness during the COVID-driven market volatility during the prior fiscal year.
Fund Review
Key contributors to the Invesco SteelPath MLP Alpha Plus Fund were Targa Resources Corp. (NYSE: TRGP) and MPLX, LP (NYSE: MPLX).
TRGP outperformed over the fiscal year after reporting strong financial results bolstered by favorable commodity prices and increasing volumes on its asset footprint. The favorable operating environment allowed the company to increase its 2021 cash flow guidance by approximately 5% and reduce its leverage target from 4.0x to 3.5x for the year. With a fortified balance sheet, robust financial flexibility and attractive gathering and processing footprint in the Permian to feed its downstream assets, we believe the company is well positioned to resume returning cash to investors in 2022.
MPLX outperformed over the fiscal year after reporting better than expected financial results and affirming an ongoing bias toward unit repurchases supported by the expectation of generating excess cash after capital expenditures and distributions in 2021.
2 Invesco SteelPath MLP Alpha Plus Fund
We believe MPLX holds an attractive, diversified portfolio of midstream energy infrastructure and logistics assets that include a network of crude oil and refined product pipelines and terminals, an inland marine business, crude oil and natural gas gathering systems and pipelines, as well as natural gas and NGL processing and fractionation facilities. With a strong natural gas and natural gas liquids position in Appalachia, we expect MPLX will continue to advance its strategy of creating integrated crude oil and natural gas logistics systems from the Permian to the Gulf Coast.
Key detractors from the Invesco SteelPath MLP Alpha Plus Fund were Enterprise Products Partners, LP (NYSE: EPD) and Magellan Midstream Partners, LP (NYSE: MMP).
EPD underperformed over the fiscal year despite reporting strong financial and operating results. The company’s robust free cash flow profile has created an expectation that a significant unit repurchase plan is eminent. The absence of such an announcement with recent financial results likely contributed to the unit’s underperformance. We believe EPD’s predominantly fee-based cash flows and strong balance sheet provides a resilient business profile. In our view, the partnership continues to maintain excellent distribution coverage, a solid balance sheet and minimal external capital needs.
MMP underperformed over the fiscal year despite reporting financial results that were consistent with expectations as it appears market participants are expressing heightened concern over the long-term growth potential of Magellan’s refined product pipelines. While the partnership is forecasting limited growth capital expenditures this fiscal year, as more refineries shut down in Magellan’s markets, the company expects to benefit over time from the logistics challenges that will be created, as well as normal course tariff rate increases. Further, MMP has used the depressed stock price as an opportunity to repurchase a meaningful amount of stock in the open market, including $391 million in the third quarter of 2021 alone.
Separately, the Fund also obtains leverage through borrowing, which had a positive impact on performance this fiscal year. Please note that to the extent the Fund obtains leverage through borrowing, there will be the potential for greater gains and the risk of magnified losses.
Outlook
We believe the midstream energy sector is well-positioned to provide a healthy total return experience going forward in a steady production environment and upside optionality if production growth resumes. Most sector participants offer robust cash distributions that are substantially higher than
other yielding equity classes. In addition, sector valuations are attractive and well below historic ranges and most sector participants are burdened with lower capital spending obligations and carry healthier distribution coverage metrics than historic levels, which should enable further deleveraging as well as equity repurchases. Should substantial volume growth return, the sector’s asset base carries strong operating leverage to allow growth with minimal or reduced capital expenditure.
All data, unless otherwise noted, sourced from Bloomberg LP as of 11/30/21.
Remediation Plan for Certain Shareholders Impacted by Restatement of NAVs Between December 2014 and March 2020
In 2020, the Fund determined that the valuation allowance related to the deferred tax asset included in the calculation of the net asset value per share (“NAV”) upon which shareholders transacted had not been properly accounted for during the period that included days from December 1, 2014 through March 6, 2020 (the “overstatement period”). That determination resulted in the correction of the Fund’s NAV during certain days of the overstatement period.
Invesco developed a remediation plan that resulted in payments by Invesco to shareholders negatively impacted by the overstatement of the NAV during the overstatement period, and Invesco engaged a third-party firm to assist with its implementation. Distributions to impacted shareholders occurred in the fourth quarter of 2021.
Portfolio Managers:
Stuart Cartner
Brian Watson
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. and its affiliates. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and, if applicable, index disclosures later in this report.
3 Invesco SteelPath MLP Alpha Plus Fund
Your Fund’s Long-Term Performance
1 Source: RIMES Technologies Corp.
Past performance cannot guarantee future results.
The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including
management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; per-
formance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
4 Invesco SteelPath MLP Alpha Plus Fund
Average Annual Total Returns | ||||
As of 11/30/21, including maximum applicable sales charges |
| |||
Class A Shares | ||||
Inception (2/6/12) | -3.84 | % | ||
5 Years | -7.49 | |||
1 Year | 45.46 | |||
Class C Shares | ||||
Inception (5/22/12) | -3.61 | % | ||
5 Years | -7.14 | |||
1 Year | 51.31 | |||
Class R Shares | ||||
Inception | -3.52 | |||
5 Years | -6.68 | |||
1 Year | 52.60 | |||
Class Y Shares | ||||
Inception (12/30/11) | -2.87 | % | ||
5 Years | -6.24 | |||
1 Year | 54.02 | |||
Class R5 Shares | ||||
Inception | -3.19 | % | ||
5 Years | -6.27 | |||
1 Year | 54.44 | |||
Class R6 Shares | ||||
Inception (6/28/13) | -6.08 | % | ||
5 Years | -6.05 | |||
1 Year | 54.72 |
Effective after the close of business on May 24, 2019, Class A, Class C, Class Y and Class I shares of the Oppenheimer SteelPath MLP Alpha Plus Fund (the predecessor fund), were reorganized into Class A, Class C, Class Y and Class R6 shares, respectively, of the Invesco Oppenheimer SteelPath MLP Alpha Plus Fund. Note: The Fund was subsequently renamed the Invesco SteelPath MLP Alpha Plus Fund (the Fund). Returns shown above, for periods ending on or prior to May 24, 2019, for Class A, Class C, Class Y and Class R6 shares are those for Class A, Class C, Class Y and Class I shares of the predecessor fund. Share class returns will differ from the predecessor fund because of different expenses.
Class R and R5 shares incepted after the close of business on May 24, 2019. Performance shown on and prior to that date is that of the predecessor fund’s Class A shares at net asset value and includes the 12b-1 fees applicable to Class A shares.
The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect
deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower.
See current prospectus for more information.
5 Invesco SteelPath MLP Alpha Plus Fund
Invesco SteelPath MLP Alpha Plus Fund’s investment objective is to seek total return.
• | Unless otherwise stated, information presented in this report is as of November 30, 2021, and is based on total net assets. |
• | Unless otherwise noted, all data is provided by Invesco. |
• | To access your Fund’s reports/prospectus, visit invesco.com/fundreports. |
About indexes used in this report
• | The S&P 500® Index is an unmanaged index considered representative of the US stock market. |
• | The Alerian MLP Index is designed to capture the performance of energy master limited partnerships (MLPs). |
• | The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es). |
• | A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not. |
This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
6 Invesco SteelPath MLP Alpha Plus Fund
Fund Information
Portfolio Composition | ||||
By Sector | % of total investments | |||
Gathering & Processing | 42.05 | % | ||
Petroleum Pipeline Transportation | 21.27 | |||
Diversified | 20.98 | |||
Natural Gas Pipeline Transportation | 12.42 | |||
Other Energy | 2.50 | |||
Money Market Funds | 0.78 | |||
Top 10 Master Limited Partnership and Related Entity Holdings* | ||||
% of total net assets | ||||
1. MPLX L.P. | 19.02 | % | ||
2. Energy Transfer L.P. | 16.93 | |||
3. Enterprise Products Partners L.P. | 16.58 | |||
4. Targa Resources Corp. | 16.54 | |||
5. Western Midstream Partners L.P. | 15.27 | |||
6. Magellan Midstream Partners L.P. | 11.75 | |||
7. Plains All American Pipeline L.P. | 7.73 | |||
8. Williams Cos., Inc. | 6.95 | |||
9. Phillips 66 Partners L.P. | 5.25 | |||
10.TC Energy Corp. | 5.08 | |||
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security. * Excluding money market fund holdings, if any. Data presented here are as of November 30, 2021. |
|
7 Invesco SteelPath MLP Alpha Plus Fund
November 30, 2021
Units | Value | |||||||
Master Limited Partnerships And Related Entities–135.24% |
| |||||||
Diversified–28.60% | ||||||||
Enterprise Products Partners L.P.(a) | 1,051,420 | $ | 22,489,874 | |||||
TC Energy Corp.(a)(b) | 146,918 | 6,891,923 | ||||||
Williams Cos., Inc.(a) | 351,768 | 9,423,865 | ||||||
38,805,662 | ||||||||
Gathering & Processing–57.31% | ||||||||
Equitrans Midstream Corp.(a) | 565,909 | 5,444,046 | ||||||
Hess Midstream L.P., Class A(a) | 135,455 | 3,353,866 | ||||||
MPLX L.P.(a) | 880,429 | 25,805,374 | ||||||
Targa Resources Corp.(a) | 434,592 | 22,437,985 | ||||||
Western Midstream Partners L.P.(a) | 1,077,255 | 20,715,615 | ||||||
77,756,886 | ||||||||
Natural Gas Pipeline Transportation–16.93% | ||||||||
Energy Transfer L.P.(a) | 2,728,430 | 22,973,375 | ||||||
Other Energy–3.41% | ||||||||
Sunoco L.P.(a) | 24,536 | 941,937 | ||||||
USA Compression Partners L.P.(a) | 117,593 | 1,727,441 | ||||||
Westlake Chemical Partners L.P.(a) | 84,375 | 1,953,282 | ||||||
4,622,660 |
Units | Value | |||||||
Petroleum Pipeline Transportation–28.99% | ||||||||
Holly Energy Partners L.P.(a) | 183,233 | $ | 3,070,985 | |||||
Magellan Midstream Partners L.P.(a) | 343,712 | 15,941,363 | ||||||
Phillips 66 Partners L.P.(a) | 206,862 | 7,124,327 | ||||||
Plains All American Pipeline L.P.(a) | 1,127,705 | 10,487,656 | ||||||
Plains GP Holdings L.P., Class A(a) | 270,534 | 2,705,340 | ||||||
39,329,671 | ||||||||
Total Master Limited Partnerships And Related Entities | 183,488,254 | |||||||
Shares | ||||||||
Money Market Funds–1.07% |
| |||||||
Fidelity Treasury Portfolio, Institutional Class, 0.01% | 1,448,337 | 1,448,337 | ||||||
TOTAL INVESTMENTS IN SECURITIES–136.31% | 184,936,591 | |||||||
OTHER ASSETS LESS LIABILITIES–(0.19)% |
| (260,293 | ) | |||||
BORROWINGS-(36.12)% | (49,000,000 | ) | ||||||
NET ASSETS–100% | $ | 135,676,298 |
Notes to Schedule of Investments:
(a) | As of November 30, 2021, 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 $113,731,367 as of November 30, 2021. The loan agreement requires continuous collateral whether the loan has a balance or not. See Note 6. |
(b) | Foreign security denominated in U.S. dollars. |
(c) | The rate shown is the 7-day SEC standardized yield as of November 30, 2021. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
8 Invesco SteelPath MLP Alpha Plus Fund
Statement of Assets and Liabilities
November 30, 2021
Assets: | ||||
Investments in unaffiliated securities, at value | $ | 184,936,591 | ||
Cash segregated as collateral | 356,040 | |||
Receivables for: | ||||
Fund shares sold | 111,986 | |||
Dividends | 24 | |||
Investment for trustee deferred compensation and retirement plans | 25,532 | |||
AMT credit carryforward | 5,844 | |||
Prepaid state income tax | 6,812 | |||
Other Assets | 96,247 | |||
Total assets | 185,539,076 | |||
Liabilities: | ||||
Payables for: | ||||
Borrowings | 49,000,000 | |||
Fund shares reacquired | 397,280 | |||
Accrued fees to affiliates | 200,611 | |||
Accrued interest expense | 47,437 | |||
Accrued trustees’ and officers’ fees and benefits | 2,323 | |||
Accrued other operating expenses | 189,595 | |||
Trustee deferred compensation and retirement plans | 25,532 | |||
Total liabilities | 49,862,778 | |||
Net Assets applicable to shares outstanding | $ | 135,676,298 | ||
Net Assets consist of: | ||||
Shares of beneficial interest | $ | 296,696,420 | ||
Distributable earnings (loss), net of taxes | (161,020,122 | ) | ||
$ | 135,676,298 |
Net Assets: | ||||
Class A | $ | 55,512,114 | ||
Class C | $ | 34,598,147 | ||
Class R | $ | 448,219 | ||
Class Y | $ | 44,920,707 | ||
Class R5 | $ | 5,017 | ||
Class R6 | $ | 192,094 | ||
Shares outstanding, no par value, with an unlimited number of shares authorized: |
| |||
Class A | 20,335,068 | |||
Class C | 14,413,060 | |||
Class R | 165,173 | |||
Class Y | 15,704,447 | |||
Class R5 | 1,818 | |||
Class R6 | 65,815 | |||
Class A: | ||||
Net asset value per share | $ | 2.73 | ||
Maximum offering price per share | $ | 2.89 | ||
Class C: | ||||
Net asset value and offering price per share | $ | 2.40 | ||
Class R: | ||||
Net asset value and offering price per share | $ | 2.71 | ||
Class Y: | ||||
Net asset value and offering price per share | $ | 2.86 | ||
Class R5: | ||||
Net asset value and offering price per share | $ | 2.76 | ||
Class R6: | ||||
Net asset value and offering price per share | $ | 2.92 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
9 Invesco SteelPath MLP Alpha Plus Fund
Statement of Operations
For the year ended November 30, 2021
Investment Income: | ||||
Distributions and dividends | $ | 12,170,926 | ||
Less: return of capital on distributions and dividends | (11,026,841 | ) | ||
Less: return of capital on distributions and dividends in excess of cost basis | (37,727 | ) | ||
Total investment income | 1,106,358 | |||
Expenses: | ||||
Advisory fees | 1,554,830 | |||
Administrative services fees | 83,578 | |||
Custodian fees | 8,257 | |||
Distribution Fees: | ||||
Class A | 127,010 | |||
Class C | 327,926 | |||
Class R | 1,480 | |||
Transfer agent fees — A, C, R and Y | 220,731 | |||
Transfer agent fees — R5 | 5 | |||
Transfer agent fees — R6 | 139 | |||
State income tax expense | 56,024 | |||
Trustees’ and officers’ fees and benefits | 25,607 | |||
Registration and filing fees | 70,779 | |||
Professional services fees | 137,280 | |||
Other | 52,499 | |||
Total expenses, before waivers, interest, facilities and maintenance fees, and deferred taxes | 2,666,145 | |||
Interest, facilities and maintenance fees | 659,406 | |||
Net expenses, before waivers and deferred taxes | 3,325,551 | |||
Less: Fees waived and expenses reimbursed | (480,872 | ) | ||
Net expenses, before deferred taxes | 2,844,679 | |||
Net investment income (loss), before deferred taxes | (1,738,321 | ) | ||
Net deferred tax expense | — | |||
Net investment income (loss), net of deferred taxes | (1,738,321 | ) | ||
Realized and unrealized gain from: | ||||
Net realized gain from: | ||||
Unaffiliated investments securities (net return of capital in excess of cost basis of $37,727) (includes net gains from securities sold to affiliates of $316,672) | 10,709,893 | |||
Net deferred tax (expense) benefit | — | |||
Net realized gain, net of deferred taxes | 10,709,893 | |||
Change in net unrealized appreciation of: | ||||
Unaffiliated investments securities | 34,400,213 | |||
Net deferred tax (expense) benefit | — | |||
Net change in unrealized appreciation of investment securities, net of deferred taxes | 34,400,213 | |||
Net realized and unrealized gain | 45,110,106 | |||
Net increase in net assets resulting from operations | $ | 43,371,785 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
10 Invesco SteelPath MLP Alpha Plus Fund
Statement of Changes in Net Assets
For the years ended November 30, 2021 and 2020
2021 | 2020 | |||||||
Operations: | ||||||||
Net investment income (loss), net of deferred taxes | $ | (1,738,321 | ) | $ | (2,241,803 | ) | ||
Net realized gain (loss), net of deferred taxes | 10,709,893 | (95,298,780 | ) | |||||
Change in net unrealized appreciation, net of deferred taxes | 34,400,213 | 48,522,375 | ||||||
Net increase (decrease) in net assets resulting from operations | 43,371,785 | (49,018,208 | ) | |||||
Distribution to shareholders from distributable earnings: | ||||||||
Class A | (590,753 | ) | — | |||||
Class C | (426,746 | ) | — | |||||
Class R | (3,455 | ) | — | |||||
Class Y | (448,723 | ) | — | |||||
Class R5 | (56 | ) | — | |||||
Class R6 | (1,353 | ) | — | |||||
Total distributions to shareholders from distributable earnings: | (1,471,086 | ) | — | |||||
Return of Capital: | ||||||||
Class A | (4,168,388 | ) | (6,701,132 | ) | ||||
Class C | (3,011,151 | ) | (5,011,310 | ) | ||||
Class R | (24,378 | ) | (14,876 | ) | ||||
Class Y | (3,166,213 | ) | (6,044,286 | ) | ||||
Class R5 | (396 | ) | (824 | ) | ||||
Class R6 | (9,546 | ) | (23,195 | ) | ||||
Total return of capital | (10,380,072 | ) | (17,795,623 | ) | ||||
Total distributions | (11,851,158 | ) | (17,795,623 | ) | ||||
Share transactions-net: | ||||||||
Class A | 11,633,639 | 15,841,060 | ||||||
Class C | 2,932,137 | 17,897,825 | ||||||
Class R | 229,782 | 143,719 | ||||||
Class Y | 6,880,246 | 7,009,702 | ||||||
Class R6 | 81,785 | (145,024 | ) | |||||
Net increase in net assets resulting from share transactions | 21,757,589 | 40,747,282 | ||||||
Net increase (decrease) in net assets | 53,278,216 | (26,066,549 | ) | |||||
Net Assets: | ||||||||
Beginning of year | 82,398,082 | 108,464,631 | ||||||
End of year | $ | 135,676,298 | $ | 82,398,082 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
11 Invesco SteelPath MLP Alpha Plus Fund
Statement of Cash Flows
For the year ended November 30, 2021
Cash provided by operating activities: | ||||
Net increase in net assets resulting from operations | $ | 43,371,785 | ||
Adjustments to reconcile the change in net assets from operations to net cash provided by (used in) operating activities: | ||||
Purchases investments | (106,787,455 | ) | ||
Proceeds from sales of investments | 66,682,719 | |||
Distributions from Master Limited Partnerships | 11,064,568 | |||
Net realized gain on investment securities | (10,709,893 | ) | ||
Net change in unrealized appreciation on investment securities | | (34,400,213 | ) | |
Change in operating assets and liabilities: | ||||
Increase in receivable prepaid taxes | | (834 | ) | |
Increase in receivables and other assets | (16,342 | ) | ||
Decrease in accrued expenses and other payables | 141,836 | |||
Net cash provided by (used in) operating activities | (30,653,829 | ) | ||
Cash provided by financing activities: | ||||
Proceeds from shares of beneficial interest sold | 58,078,810 | |||
Disbursements from shares of beneficial interest reacquired | (44,331,265 | ) | ||
Dividends paid to shareholders from distributable earnings | (3,575,522 | ) | ||
Proceeds from borrowings | 26,500,000 | |||
Repayment of borrowings | (4,500,000 | ) | ||
Net cash provided by financing activities | 32,172,023 | |||
Net increase in cash and cash equivalents | 1,518,194 | |||
Cash and cash equivalents at beginning of period | 286,183 | |||
Cash and cash equivalents at end of period | 1,804,377 | |||
Non-cash financing activities: | ||||
Value of shares of beneficial interest issued in reinvestment of dividends paid to shareholders | $ | 8,275,636 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for Taxes | $ | 59,109 | ||
Cash paid during the period for interest, facilities and maintenance fees | $ | 338,096 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
12 Invesco SteelPath MLP Alpha Plus Fund
Years Ended November 30, | ||||||||||||||||||||
Class A | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 1.95 | $ | 3.77 | $ | 5.04 | $ | 5.90 | $ | 7.26 | ||||||||||
Net investment income (loss)(a) | (0.03 | ) | (0.05 | ) | (0.07 | ) | (0.15 | ) | (0.18 | ) | ||||||||||
Return of capital(a) | 0.19 | 0.23 | 0.35 | 0.43 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 0.87 | (1.55 | ) | (0.89 | ) | (0.48 | ) | (0.92 | ) | |||||||||||
Total from investment operations | 1.03 | (1.37 | ) | (0.61 | ) | (0.20 | ) | (0.70 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.22 | ) | (0.45 | ) | (0.44 | ) | (0.66 | ) | (0.35 | ) | ||||||||||
Dividends from net investment income | (0.03 | ) | — | (0.22 | ) | — | (0.31 | ) | ||||||||||||
Total distributions | (0.25 | ) | (0.45 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 2.73 | $ | 1.95 | $ | 3.77 | $ | 5.04 | $ | 5.90 | ||||||||||
Total return(b) | 53.66 | % | (36.31 | )% | (14.18 | )% | (4.29 | )% | (10.84 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 55,512 | $ | 31,002 | $ | 42,952 | $ | 58,889 | $ | 72,455 | ||||||||||
Portfolio turnover rate | 42 | % | 148 | % | 52 | % | 44 | % | 46 | % | ||||||||||
Ratios/supplemental data based on average net assets: |
| |||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.56 | % | 3.36 | % | 3.28 | % | 3.10 | % | 2.57 | % | ||||||||||
Expense (waivers) | (0.40 | )%(c) | (0.63 | )%(c) | (0.26 | )%(c) | (0.02 | )%(c),(d) | (0.01 | )%(d) | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(e) | 2.16 | % | 2.73 | % | 3.02 | % | 3.08 | % | 2.56 | % | ||||||||||
Deferred tax expense (benefit)(f) | — | % | — | % | — | % | 0.01 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 2.16 | % | 2.73 | % | 3.02 | % | 3.09 | % | 2.56 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | (1.67 | )% | (3.01 | )% | (1.76 | )% | (2.57 | )% | (2.45 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (1.27 | )% | (2.38 | )% | (1.50 | )% | (2.55 | )% | (2.44 | )% | ||||||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (1.27 | )% | (2.38 | )% | (1.50 | )% | (2.55 | )% | (2.44 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Management waiver of 0.25% effective November 1, 2018. |
(d) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(e) | Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.58%, 1.61%, 1.70%, 1.97%, and 1.95%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
13 Invesco SteelPath MLP Alpha Plus Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class C | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 1.75 | $ | 3.47 | $ | 4.72 | $ | 5.61 | $ | 6.99 | ||||||||||
Net investment income (loss)(a) | (0.05 | ) | (0.06 | ) | (0.10 | ) | (0.19 | ) | (0.22 | ) | ||||||||||
Return of capital(a) | 0.17 | 0.21 | 0.33 | 0.43 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 0.78 | (1.42 | ) | (0.82 | ) | (0.47 | ) | (0.90 | ) | |||||||||||
Total from investment operations | 0.90 | (1.27 | ) | (0.59 | ) | (0.23 | ) | (0.72 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.22 | ) | (0.45 | ) | (0.44 | ) | (0.66 | ) | (0.35 | ) | ||||||||||
Dividends from net investment income | (0.03 | ) | — | (0.22 | ) | — | (0.31 | ) | ||||||||||||
Total distributions | (0.25 | ) | (0.45 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 2.40 | $ | 1.75 | $ | 3.47 | $ | 4.72 | $ | 5.61 | ||||||||||
Total return(b) | 52.31 | % | (36.61 | )% | (14.77 | )% | (5.10 | )% | (11.57 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 34,598 | $ | 23,236 | $ | 23,037 | $ | 44,352 | $ | 42,115 | ||||||||||
Portfolio turnover rate | 42 | % | 148 | % | 52 | % | 44 | % | 46 | % | ||||||||||
Ratios/supplemental data based on average net assets: |
| |||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 3.31 | % | 4.12 | % | 4.07 | % | 3.89 | % | 3.39 | % | ||||||||||
Expense (waivers) | (0.38 | )%(c) | (0.61 | )%(c) | (0.26 | )%(c) | (0.02 | )%(c),(d) | (0.01 | )%(d) | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(e) | 2.93 | % | 3.51 | % | 3.81 | % | 3.87 | % | 3.38 | % | ||||||||||
Deferred tax expense (benefit)(f) | — | % | — | % | — | % | 0.01 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 2.93 | % | 3.51 | % | 3.81 | % | 3.88 | % | 3.38 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | (2.42 | )% | (3.77 | )% | (2.56 | )% | (3.36 | )% | (3.27 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (2.04 | )% | (3.16 | )% | (2.30 | )% | (3.34 | )% | (3.26 | )% | ||||||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (2.04 | )% | (3.16 | )% | (2.30 | )% | (3.34 | )% | (3.26 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Management waiver of 0.25% effective November 1, 2018. |
(d) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(e) | Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 2.35%, 2.39%, 2.49%, 2.77%, and 2.77%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
14 Invesco SteelPath MLP Alpha Plus Fund
Financial Highlights—(continued)
Years Ended November 30, | Period ended 2019(a) | |||||||||||
Class R | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 1.95 | $ | 3.76 | $ | 5.31 | ||||||
Net investment income (loss)(b) | (0.04 | ) | (0.05 | ) | (0.04 | ) | ||||||
Return of capital(b) | 0.19 | 0.19 | 0.17 | |||||||||
Net realized and unrealized gains (losses) | 0.86 | (1.50 | ) | (1.30 | ) | |||||||
Total from investment operations | 1.01 | (1.36 | ) | (1.17 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.22 | ) | (0.45 | ) | (0.25 | ) | ||||||
Dividends from net investment income | (0.03 | ) | — | (0.13 | ) | |||||||
Total distributions | (0.25 | ) | (0.45 | ) | (0.38 | ) | ||||||
Net asset value, end of period | $ | 2.71 | $ | 1.95 | $ | 3.76 | ||||||
Total return(c) | 52.60 | % | (36.09 | )% | (22.96 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 448 | $ | 159 | $ | 7 | ||||||
Portfolio turnover rate | 42 | % | 148 | % | 52 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.81 | % | 3.56 | % | 3.54 | %(d) | ||||||
Expense (waivers) | (0.40 | )%(e) | (0.63 | )%(e) | (0.26 | )%(d),(e) | ||||||
With fee waiver and/or expense reimbursement, before taxes(f) | 2.41 | % | 2.93 | % | 3.28 | %(d) | ||||||
Deferred tax expense (benefit)(g) | — | % | — | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 2.41 | % | 2.93 | % | 3.28 | %(d) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss) before taxes | (1.92 | )% | (3.21 | )% | (2.02 | )%(d) | ||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (1.52 | )% | (2.58 | )% | (1.76 | )%(d) | ||||||
Deferred tax benefit (expense)(h) | — | % | — | % | — | %(d) | ||||||
Ratio of net investment income (loss), after taxes | (1.52 | )% | (2.58 | )% | (1.76 | )%(d) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Annualized. |
(e) | Includes voluntary Management waiver of 0.25% effective November 1, 2018. |
(f) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.83%, 1.81% and 1.96%, for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(g) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(h) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
15 Invesco SteelPath MLP Alpha Plus Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class Y | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 2.03 | $ | 3.88 | $ | 5.15 | $ | 6.02 | $ | 7.38 | ||||||||||
Net investment income (loss)(a) | (0.03 | ) | (0.05 | ) | (0.06 | ) | (0.14 | ) | (0.16 | ) | ||||||||||
Return of capital(a) | 0.20 | 0.24 | 0.36 | 0.43 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 0.91 | (1.59 | ) | (0.91 | ) | (0.50 | ) | (0.94 | ) | |||||||||||
Total from investment operations | 1.08 | (1.40 | ) | (0.61 | ) | (0.21 | ) | (0.70 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.22 | ) | (0.45 | ) | (0.44 | ) | (0.66 | ) | (0.35 | ) | ||||||||||
Dividends from net investment income | (0.03 | ) | — | (0.22 | ) | — | (0.31 | ) | ||||||||||||
Total distributions | (0.25 | ) | (0.45 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 2.86 | $ | 2.03 | $ | 3.88 | $ | 5.15 | $ | 6.02 | ||||||||||
Total return(b) | 54.02 | % | (36.03 | )% | (13.89 | )% | (4.39 | )% | (10.65 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 44,921 | $ | 27,930 | $ | 42,164 | $ | 63,044 | $ | 80,663 | ||||||||||
Portfolio turnover rate | 42 | % | 148 | % | 52 | % | 44 | % | 46 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.31 | % | 3.10 | % | 3.02 | % | 2.84 | % | 2.34 | % | ||||||||||
Expense (waivers) | (0.37 | )%(c) | (0.59 | )%(c) | (0.26 | )%(c) | (0.02 | )%(c),(d) | (0.01 | )%(d) | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(e) | 1.94 | % | 2.51 | % | 2.76 | % | 2.82 | % | 2.33 | % | ||||||||||
Deferred tax expense (benefit)(f) | — | % | — | % | — | % | 0.01 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.94 | % | 2.51 | % | 2.76 | % | 2.83 | % | 2.33 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | (1.42 | )% | (2.75 | )% | (1.50 | )% | (2.31 | )% | (2.22 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (1.05 | )% | (2.16 | )% | (1.24 | )% | (2.29 | )% | (2.21 | )% | ||||||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (1.05 | )% | (2.16 | )% | (1.24 | )% | (2.29 | )% | (2.21 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Management waiver of 0.25% effective November 1, 2018. |
(d) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(e) | Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.36%, 1.39%, 1.44%, 1.71%, and 1.72%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
16 Invesco SteelPath MLP Alpha Plus Fund
Financial Highlights—(continued)
Years Ended November 30, | Period ended 2019(a) | |||||||||||
Class R5 | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 1.97 | $ | 3.78 | $ | 5.31 | ||||||
Net investment income (loss)(b) | (0.03 | ) | (0.05 | ) | (0.03 | ) | ||||||
Return of capital(b) | 0.19 | 0.24 | 0.17 | |||||||||
Net realized and unrealized gains (losses) | 0.88 | (1.55 | ) | (1.29 | ) | |||||||
Total from investment operations | 1.04 | (1.36 | ) | (1.15 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.22 | ) | (0.45 | ) | (0.25 | ) | ||||||
Dividends from net investment income | (0.03 | ) | — | (0.13 | ) | |||||||
Total distributions | (0.25 | ) | (0.45 | ) | (0.38 | ) | ||||||
Net asset value, end of period | $ | 2.76 | $ | 1.97 | $ | 3.78 | ||||||
Total return(c) | 53.65 | % | (35.87 | )% | (22.55 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 5 | $ | 4 | $ | 7 | ||||||
Portfolio turnover rate | 42 | % | 148 | % | 52 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.23 | % | 3.03 | % | 2.94 | %(d) | ||||||
Expense (waivers) | (0.40 | )%(e) | (0.62 | )%(e) | (0.26 | )%(d),(e) | ||||||
With fee waiver and/or expense reimbursement, before taxes(f) | 1.83 | % | 2.41 | % | 2.68 | %(d) | ||||||
Deferred tax expense (benefit)(g) | — | % | — | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 1.83 | % | 2.41 | % | 2.68 | %(d) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss) before taxes | (1.34 | )% | (2.68 | )% | (1.42 | )%(d) | ||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.94 | )% | (2.06 | )% | (1.16 | )%(d) | ||||||
Deferred tax benefit (expense)(h) | — | % | — | % | — | %(d) | ||||||
Ratio of net investment income (loss), after taxes | (0.94 | )% | (2.06 | )% | (1.16 | )%(d) |
(a) | Shares commenced operations at the close of business May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Annualized. |
(e) | Includes voluntary Management waiver of 0.25% effective November 1, 2018. |
(f) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.25%, 1.29% and 1.36%, for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(g) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(h) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
17 Invesco SteelPath MLP Alpha Plus Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class R6 | 2021 | 2020 | 2019(a) | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 2.06 | $ | 3.93 | $ | 5.20 | $ | 6.06 | $ | 7.41 | ||||||||||
Net investment income (loss)(b) | (0.03 | ) | (0.05 | ) | (0.06 | ) | (0.13 | ) | (0.15 | ) | ||||||||||
Return of capital(b) | 0.21 | 0.27 | 0.39 | 0.43 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 0.93 | (1.64 | ) | (0.94 | ) | (0.50 | ) | (0.94 | ) | |||||||||||
Total from investment operations | 1.11 | (1.42 | ) | (0.61 | ) | (0.20 | ) | (0.69 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.22 | ) | (0.45 | ) | (0.44 | ) | (0.66 | ) | (0.35 | ) | ||||||||||
Dividends from net investment income | (0.03 | ) | — | (0.22 | ) | — | (0.31 | ) | ||||||||||||
Total distributions | (0.25 | ) | (0.45 | ) | (0.66 | ) | (0.66 | ) | (0.66 | ) | ||||||||||
Net asset value, end of period | $ | 2.92 | $ | 2.06 | $ | 3.93 | $ | 5.20 | $ | 6.06 | ||||||||||
Total return(c) | 54.72 | % | (36.09 | )% | (13.73 | )% | (4.18 | )% | (10.47 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 192 | $ | 67 | $ | 299 | $ | 739 | $ | 842 | ||||||||||
Portfolio turnover rate | 42 | % | 148 | % | 52 | % | 44 | % | 46 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.23 | % | 3.03 | % | 2.88 | % | 2.67 | % | 2.16 | % | ||||||||||
Expense (waivers) | (0.44 | )%(d) | (0.66 | )%(d) | (0.26 | )%(d) | (0.02 | )%(d) | — | % | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(e) | 1.79 | % | 2.37 | % | 2.62 | % | 2.65 | % | 2.16 | % | ||||||||||
Deferred tax expense (benefit)(f) | — | % | - | % | — | % | 0.01 | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.79 | % | 2.37 | % | 2.62 | % | 2.66 | % | 2.16 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | (1.34 | )% | (2.68 | )% | (1.36 | )% | (2.14 | )% | (2.04 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.90 | )% | (2.02 | )% | (1.10 | )% | (2.12 | )% | (2.04 | )% | ||||||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (0.90 | )% | (2.02 | )% | (1.10 | )% | (2.12 | )% | (2.04 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | SteelPath Fund Class I shares automatically converted to Class R6 shares effective close of business May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Includes voluntary Management waiver of 0.25% effective November 1, 2018. |
(e) | Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.21%, 1.25%, 1.30%, 1.55%, and 1.55%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
18 Invesco SteelPath MLP Alpha Plus Fund
November 30, 2021
NOTE 1—Significant Accounting Policies
Invesco SteelPath MLP Alpha Plus Fund (the “Fund”) is a series portfolio of AIM Investment Funds (Invesco Investment Funds) (the “Trust”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. The Fund is classified as non-diversified. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.
The Fund’s investment objective is 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. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. | Security Valuations – Securities, including restricted securities, are valued according to the following policy. |
A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.
Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations.
Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.
Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse
19 Invesco SteelPath MLP Alpha Plus Fund
economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. | Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. |
The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
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 accounting principles generally accepted in the United States of America (“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 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 may invest in securities of fewer issuers than if it were diversified. Thus, the value of the Fund’s shares may vary more widely and the Fund may be subject to greater market and credit risk than if the Fund invested more broadly. The Fund also 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.
MLP’s 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 year ended November 30, 2021, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 1.4 percent for state and local tax, net of federal tax expense. |
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The Fund’s income tax provision consists of the following as of November 30, 2021:
Current tax (expense) benefit | ||||
Federal | $ | — | ||
State | — | |||
Total current tax (expense) benefit | $ | — |
Deferred tax (expense) benefit | ||||
Federal | $ | (16,706,757) | ||
State | (1,226,629) | |||
Valuation allowance | 17,933,386 | |||
Total deferred tax (expense) benefit | $ | — |
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 | $ | (9,108,076) | -21.00% | |||||
State income taxes net of federal benefit | (607,205) | -1.40% | ||||||
Effect of state tax rate change | (117,786) | -0.27% | ||||||
Effect of permanent differences | 74,962 | 0.17% | ||||||
Effect of prior year expiring loss carryforwards | (8,229,868) | -18.98% | ||||||
Return to provision adjustments | 54,587 | 0.13% | ||||||
Change in valuation allowance | 17,933,386 | 41.35% | ||||||
Total income tax (expense) benefit | $ | — | 0.00% |
For the year ended November 30, 2021 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of 0% differed from the combined federal and state statutory tax rate of 22.40% due in large part to the change in valuation allowance primarily as a result of the expiration of certain tax attributes, along with 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 November 30, 2021, the Fund determined a valuation allowance was required. The Fund’s assessment considered, among other matters, the nature, frequency and severity of current and cumulative losses, the duration of statutory carryforward periods and the associated risk that operating loss and capital loss carryforwards were limited as a result of shareholder transactions or were likely to expire unused, and unrealized gains and losses on investments. Consideration was also given to market cycles, the severity and duration of historical deferred tax assets, the impact of redemptions, and the level of MLP distributions. Additionally, various tax law changes were considered by the Fund in assessing the recoverability of its deferred tax assets. For instance, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Stability Act (“CARES Act”) was signed into law. Prior to signing into law, the carryforward ability of net operating losses for tax years beginning after December 31, 2017 was governed by the Tax Cuts and Jobs Act (“TCJA”). The TCJA 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. The CARES Act delays the application of the 80% net operating loss limitation to tax years ending November 30, 2022 and beyond. In addition, the CARES Act revised the TCJA language regarding carryforward periods from “NOLs arising in taxable years ending after December 31, 2017” to “NOLs arising in taxable year beginning after December 31, 2017”. Any net operating losses generated in fiscal years ending prior to December 31, 2018 can be carried back 2 years and carried forward 20 years.
Through the consideration of these factors, the Fund has determined that it is more likely than not that the Fund’s deferred tax assets would not be fully realized. As a result, the Fund recorded a valuation allowance with respect to its deferred tax assets that are not considered to be realizable as of the year ended November 30, 2021.
From time to time, the Fund may modify its estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance as new information becomes available. Modifications of the Fund’s estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on or expirations of the Fund’s net operating losses and capital loss carryovers (if any) and changes in applicable tax law could result in increases or decreases in the Fund’s NAV per share, which could be material.
21 Invesco SteelPath MLP Alpha Plus Fund
Components of the Fund’s deferred tax assets and liabilities as of November 30, 2021 are as follows:
Deferred tax assets: | ||||
Net operating loss carryforward (tax basis) – Federal | $ | 3,353,782 | ||
Net operating loss carryforward (tax basis) – State | 529,822 | |||
Excess business interest expense carryforward | 2,987 | |||
Capital loss carryforward (tax basis) | 18,033,573 | |||
Book to tax differences – income recognized from MLPs | 189,120 | |||
Valuation allowance | (16,799,786) | |||
Total deferred tax asset | 5,309,498 |
Deferred tax liabilities: | ||||
Net unrealized gains on investment securities (tax basis) | $ | (5,309,498) | ||
Total deferred tax liability | (5,309,498) | |||
Total net deferred tax asset (liability) | $ | — |
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 November 30, 2021, 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 November 30, 2021, the Fund had net operating loss carryforwards for federal income tax purposes as follows:
Expiration date for expiring net operating loss carryforwards | ||||
11/30/2036 | $6,171,060 | |||
11/30/2038 | 7,156,738 | |||
Total expiring net operating loss carryforwards | 13,327,798 | |||
Total non-expiring net operating loss carryforwards | $2,642,576 | |||
Total net operating loss carryforwards | $15,970,374 |
At November 30, 2021, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:
Expiration Date | ||||
11/30/2023 | $ | 3,939,195 | ||
11/30/2025 | 72,581,146 | |||
11/30/2026 | 3,986,680 | |||
Total | $ | 80,507,021 |
During the year ended November 30, 2021, the Fund estimates that $36,577,191 of capital loss carryforward has expired.
At November 30, 2021, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:
Cost of Investments | $ | 161,217,614 | ||
Gross Unrealized Appreciation | $ | 35,583,497 | ||
Gross Unrealized Depreciation | (11,864,520) | |||
Net Unrealized Appreciation on Investments | $ | 23,718,977 |
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 based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets. |
I. | Interest, Facilities and Maintenance Fees – Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining the credit agreement. |
22 Invesco SteelPath MLP Alpha Plus Fund
J. | Accounting Estimates – The preparation of financial statements in conformity with 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. |
K. | 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. |
L. | Cash and Cash Equivalents – For the purposes of the Statement of Cash Flows, the Fund defines Cash and Cash Equivalents as cash (including foreign currency), money market funds, cash pledged as collateral and other investments held in lieu of cash and excludes investments made with cash collateral received. The cash pledged as collateral included in Cash and Cash Equivalents is restricted cash. |
M. | COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, and defaults, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally. |
The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund’s performance.
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with 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 year ended November 30, 2021, the effective advisory fee rate incurred by the Fund was 1.25%.
Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Fund.
The Adviser has contractually agreed, through at least March 31, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.83%, 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 the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on March 31, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.
The Adviser has voluntarily agreed to reduce its advisory fee by 0.25% of the Fund’s daily net assets. The advisory fee reduction is a voluntary undertaking and may be terminated by the Adviser in consultation with the Board at any time. The Adviser voluntarily reimbursed expenses of $126,995, $81,980, $740, $100,891, $12 and $348 of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
For the year ended November 30, 2021, the Adviser contractually reimbursed class level expenses fees of $76,930, $43,194, $441, $49,064, $7 and $270 of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
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. The Trust and the Adviser have entered into a Master Administrative Services Agreement (“Administrative Services Agreement”) pursuant to which the Adviser may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by the Adviser under the Investment Advisory Agreement. The Adviser may only receive fees for administrative services under the Administrative Services Agreement to the extent that those fees assessed under the agreement are in excess of the fees paid to UMB. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund.
The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.
The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the
23 Invesco SteelPath MLP Alpha Plus Fund
1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended November 30, 2021, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.
Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended November 31, 2021, IDI advised the Fund that IDI retained $10,009 in front-end sales commissions from the sale of Class A shares and $40 and $3,412 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.
For the year ended November 30, 2021, the Fund incurred $5,785 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.
Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.
NOTE 3—Additional Valuation Information
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
Level 1 – Prices are determined using quoted prices in an active market for identical assets.
Level 2 – Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 – Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
As of November 30, 2021, 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 year ended November 30, 2021, the Fund engaged in transactions with affiliates as listed: Securities purchases of $7,219,868 and securities sales of $556,510, which resulted in net realized gains of $316,672.
NOTE 5—Trustees’ and Officers’ Fees and Benefits
Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
NOTE 6—Cash Balances and Borrowings
The Fund has entered into a revolving credit and security agreement, which enables the Fund to participate with certain other Funds in a committed secured borrowing facility that permits borrowings up to $500 million, collectively by certain Funds, and which will expire on September 28, 2022. 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. The revolving credit and security agreement is secured by the assets of the Fund.
During the year ended November 30, 2021, the average daily balance of borrowing under the revolving credit and security agreement was $41,176,712 with an average interest rate of 0.87%. The carrying amount of the Fund’s payable for borrowings as reported on the Statement of Assets and Liabilities approximates its fair value. Expenses under the revolving credit and security agreement are shown in the Statement of Operations as Interest, facilities and maintenance fees.
The Fund is subject to certain covenants relating to the revolving credit and security agreement. Failure to comply with these restrictions could cause the acceleration of the repayment of the amount outstanding under the revolving credit and security agreement.
Additionally, 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
24 Invesco SteelPath MLP Alpha Plus Fund
custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.
NOTE 7—Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the year ended November 30, 2021 was $106,787,455 and $66,682,719, respectively.
NOTE 8—Share Information
Summary of Share Activity | ||||||||||||||||
Year ended November 30, 2021(a) | Year ended November 30, 2020 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Sold: | ||||||||||||||||
Class A | 7,026,414 | $ | 19,415,683 | 10,463,220 | $ | 28,132,075 | ||||||||||
Class C | 3,974,705 | 9,131,707 | 7,440,201 | 19,994,028 | ||||||||||||
Class R | 80,594 | 223,690 | 77,938 | 139,382 | ||||||||||||
Class Y | 8,423,265 | 24,350,358 | 13,915,324 | 32,366,679 | ||||||||||||
Class R6 | 197,608 | 620,667 | 20,588 | 44,961 | ||||||||||||
Issued as reinvestment of dividends: | ||||||||||||||||
Class A | 1,356,708 | 3,628,111 | 2,178,596 | 4,624,481 | ||||||||||||
Class C | 932,716 | 2,211,595 | 1,612,033 | 3,098,881 | ||||||||||||
Class R | 8,708 | 23,281 | 7,587 | 14,053 | ||||||||||||
Class Y | 859,809 | 2,403,553 | 2,066,339 | 4,479,976 | ||||||||||||
Class R6 | 3,170 | 9,096 | 5,509 | 13,429 | ||||||||||||
Automatic Conversion of Class C shares to Class A shares: | ||||||||||||||||
Class A | 1,796,778 | 4,353,243 | 168,933 | 402,338 | ||||||||||||
Class C | (2,014,480 | ) | (4,353,243 | ) | (185,866 | ) | (402,338 | ) | ||||||||
Reacquired: | ||||||||||||||||
Class A | (5,721,499 | ) | (15,763,398 | ) | (8,334,139 | ) | (17,317,834 | ) | ||||||||
Class C | (1,755,923 | ) | (4,057,922 | ) | (2,222,793 | ) | (4,792,746 | ) | ||||||||
Class R | (5,758 | ) | (17,189 | ) | (5,714 | ) | (9,716 | ) | ||||||||
Class Y | (7,315,743 | ) | (19,873,665 | ) | (13,098,829 | ) | (29,836,953 | ) | ||||||||
Class R6 | (167,244 | ) | (547,978 | ) | (69,848 | ) | (203,414 | ) | ||||||||
Net increase in share activity | 7,679,828 | $ | 21,757,589 | 14,039,079 | $ | 40,747,282 |
(a) | There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 49% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. |
25 Invesco SteelPath MLP Alpha Plus Fund
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of AIM Investment Funds (Invesco Investment Funds) and Shareholders of Invesco SteelPath MLP Alpha Plus Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco SteelPath MLP Alpha Plus Fund (one of the funds constituting AIM Investment Funds (Invesco Investment Funds), hereafter referred to as the “Fund”) as of November 30, 2021, the related statements of operations and cash flows for the year ended November 30, 2021, the statement of changes in net assets for each of the two years in the period ended November 30, 2021, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2021, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2021 and the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
Financial Highlights |
For the year ended November 30, 2021, November 30, 2020, and November 30, 2019 for Class A, Class C, Class Y and Class R6 For the year ended November 30, 2021 and November 30, 2020 and the period May 24, 2019 (commencement of operations) through November 30, 2019 for Class R and Class R5 |
The financial statements of Invesco SteelPath MLP Alpha Plus Fund (formerly known as Oppenheimer SteelPath MLP Alpha Plus Fund) as of and for the year ended November 30, 2018 and the financial highlights for each of the periods ended on or prior to November 30, 2018 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated January 25, 2019, except for the effects of the restatement discussed in Note 10 (not presented herein) to the financial statements appearing under Item 1 of the Fund’s 2018 annual report on Form N-CSR, as to which the date is March 29, 2020, expressed an unqualified opinion on those financial statements and financial highlights and included a paragraph regarding the correction of a misstatement in the 2015 – 2018 financial statements.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Houston, Texas
January 24, 2022
We have served as the auditor of one or more investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
26 Invesco SteelPath MLP Alpha Plus Fund
Calculating your ongoing Fund expenses
Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period June 1, 2021 through November 30, 2021.
Actual expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
ACTUAL | HYPOTHETICAL (5% annual return before | |||||||||||||||||||||||
Beginning Account Value (06/01/21) | Ending Account Value (11/30/21)1 | Expenses Paid During Period2 | Ending Account Value (11/30/21) | Expenses Paid During Period2 | Annualized Expense Ratio | |||||||||||||||||||
Class A | $ | 1,000.00 | $ | 999.30 | $ | 10.47 | $ | 1,014.50 | $ | 10.55 | 2.09 | % | ||||||||||||
Class C | 1,000.00 | 995.10 | 14.30 | 1,010.70 | 14.42 | 2.86 | ||||||||||||||||||
Class R | 1,000.00 | 995.70 | 11.71 | 1,013.20 | 11.81 | 2.34 | ||||||||||||||||||
Class Y | 1,000.00 | 999.30 | 9.37 | 1,015.60 | 9.45 | 1.87 | ||||||||||||||||||
Class R5 | 1,000.00 | 1,002.80 | 8.89 | 1,016.20 | 8.95 | 1.77 | ||||||||||||||||||
Class R6 | 1,000.00 | 1,002.70 | 8.64 | 1,016.30 | 8.69 | 1.72 |
1 | The actual ending account value is based on the actual total return of the Fund for the period June 1, 2021 through November 30, 2021, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses. |
2 | Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half year. |
27 Invesco SteelPath MLP Alpha Plus Fund
Approval of Investment Advisory and Sub-Advisory Contracts
At meetings held on June 10, 2021, 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 the continuance of the Invesco SteelPath MLP Alpha Plus Fund’s (formerly, Invesco Oppenheimer SteelPath MLP Alpha Plus Fund) (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory contracts with Invesco Capital Management LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2021. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.
The Board’s Evaluation Process
The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.
As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior
Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on April 27, 2021 and June 10, 2021, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 10, 2021.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A. | Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers |
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board noted an accounting matter that required that certain historical financial statements for the Fund be restated in 2020 and that certain shareholders be reimbursed for transactions made at incorrect net asset values, and considered information regarding steps Invesco Advisers took and continues to take to remediate the matter. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of Invesco Advisers’ business continuity plans and of its approach to data privacy and
cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the increased remote working environment resulting from the novel coronavirus (“COVID-19”) pandemic. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers has been able to effectively manage, operate and oversee the Invesco Funds through the challenging COVID-19 pandemic period. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.
B. | Fund Investment Performance |
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2020 to the performance of funds in the Broadridge performance universe and against the Alerian MLP Infrastructure Index (Index). The Board noted that performance of Class Y shares of the Fund was in the fifth quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board
28 Invesco SteelPath MLP Alpha Plus Fund
noted that performance of Class Y shares of the Fund was below the performance of the Index for the one, three and five year periods. The Board acknowledged limitations regarding the Broadridge data, in particular that the Lipper category includes funds taxed as traditional mutual funds as well as those taxed as C-corporations (such as the Fund) and discussed how such taxation status can impact relative performance. The Board considered that the Fund was created in connection with Invesco Ltd.’s acquisition of OppenheimerFunds, Inc. and its subsidiaries (the “Transaction”) and that the Fund’s performance prior to the closing of the Transaction on May 24, 2019 is that of its predecessor fund. The Board noted that the impact of the oil price war and COVID-19 on the energy markets in 2020, as well as exposure to certain midstream subsectors, detracted from Fund performance. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.
C. | Advisory and Sub-Advisory Fees and Fund Expenses |
The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class Y shares of the Fund was above the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components. The Board noted that the Fund’s contractual management fees were in the fourth quintile of its expense group and discussed with management reasons for such relative contractual management fees.
The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.
The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.
The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.
D. | Economies of Scale and Breakpoints |
The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund 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 also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.
E. | Profitability and Financial Resources |
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and noted that such methodology had recently been reviewed and enhanced. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.
F. | Collateral Benefits to Invesco Advisers and its Affiliates |
The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.
The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a
result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.
The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.
The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.
29 Invesco SteelPath MLP Alpha Plus Fund
The address of each trustee and officer is AIM Investment Funds (Invesco Investment Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Interested Trustee | ||||||||
Martin L. Flanagan1 – 1960 Trustee and Vice Chair | 2007 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly IVZ Inc.) (holding company), Invesco Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization) | 186 | None |
1 | Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser. |
T-1 Invesco SteelPath MLP Alpha Plus Fund
Trustees and Officers—(continued)
T-2 Invesco SteelPath MLP Alpha Plus Fund
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees | ||||||||
Christopher L. Wilson – 1957 Trustee and Chair | 2017 | Retired
Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and consulting firm); President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments | 186 | Director, ISO New England, Inc. (non-profit organization managing regional electricity market)
Formerly: enaible, Inc. (artificial intelligence technology) | ||||
Beth Ann Brown – 1968 Trustee | 2019 | Independent Consultant
Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds | 186 | Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non-profit); and President and Director of Grahamtastic Connection (non-profit) | ||||
Cynthia Hostetler – 1962 Trustee | 2017 | Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Director, Aberdeen Investment Funds (4 portfolios); Director, Artio Global Investment LLC (mutual fund complex); Director, Edgen Group, Inc. (specialized energy and infrastructure products distributor); Director, Genesee & Wyoming, Inc. (railroads): Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP | 186 | Resideo Technologies (smart home technology); Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Textainer Group Holdings, (shipping container leasing company);Investment Company Institute (professional organization); Independent Directors Council (professional organization); Eisenhower Foundation (non-profit) | ||||
Eli Jones – 1961 Trustee | 2016 | Professor and Dean Emeritus, Mays Business School—Texas A&M University
Formerly: Dean, Mays Business School-Texas A&M University: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank | 186 | Insperity, Inc. (formerly known as Administaff) (human resources provider): First Financial Bancorp (regional bank) | ||||
Elizabeth Krentzman – 1959 Trustee | 2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management—Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management – Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP; and Trustee of certain Oppenheimer Funds | 186 | Trustee of the University of Florida National Board Foundation; Member of the Cartica Funds Board of Directors (private investment funds)
Formerly: Member of the University of Florida Law Center Association, Inc. Board of Trustees , Audit Committee, Membership Committee | ||||
Anthony J. LaCava, Jr. – 1956 Trustee | 2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 186 | Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP |
Trustees and Officers—(continued)
T-3 Invesco SteelPath MLP Alpha Plus Fund
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees—(continued) | ||||||||
Prema Mathai-Davis – 1950 Trustee | 2001 | Retired
Formerly: Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor); Trustee of YWCA Retirement Fund; CEO of YWCA of the USA; Board member of the NY Metropolitan Transportation Authority; Commissioner of the NYC Department of Aging; Board member of Johns Hopkins Bioethics Institute | 186 | None | ||||
Joel W. Motley – 1952 Trustee | 2019 | Director of Office of Finance, Federal Home Loan Bank System; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization)
Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; Director of Columbia Equity Financial Corp. (privately held financial advisor); and Member of the Vestry of Trinity Church Wall Street | 186 | Member of Board of Trust for Mutual Understanding (non-profit promoting the arts and environment): Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
Teresa M. Ressel – 1962 Trustee | 2017 | Non-executive director and trustee of a number of public and private business corporations
Formerly: Chief Executive Officer, UBS Securities LLC (investment banking); Chief Operating Officer, UBS AG Americas (investment banking); Sr. Management Team Olayan America, The Olayan Group (international investor/commercial/industrial); Assistant Secretary for Management & Budget and Designated Chief Financial Officer, U.S. Department of Treasury; Director, Atlantic Power Corporation (power generation company) and ON Semiconductor Corporation (semiconductor manufacturing) | 186 | Formerly: Elucida Oncology (nanotechnology & medical particles company) | ||||
Ann Barnett Stern – 1957 Trustee | 2017 | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President , Texas Children’s Hospital; Vice President, General Counsel and Corporate Compliance Officer, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP and Andrews & Kurth LLP | 186 | Director and Audit Committee Member of Federal Reserve Bank of Dallas; Trustee and Board Chair of Holdsworth Center, Good Reason Houston (nonprofit); Trustee, Vice Chair, Chair of Nomination/Governance Committee, Chair of Personnel Committee of Holdsworth Center (nonprofit); Trustee and Investment Committee member of University of Texas Law School Foundation (nonprofit); Board Member of Greater Houston Partnershi | ||||
Robert C. Troccoli – 1949 Trustee | 2016 | Retired
Formerly: Adjunct Professor, University of Denver – Daniels College of Business; and Managing Partner, KPMG LLP | 186 | None | ||||
Daniel S. Vandivort – 1954 Trustee | 2019 | President, Flyway Advisory Services LLC (consulting and property management) | 186 | Formerly: Trustee, Board of Trustees, Treasurer and Chairman of the Audit Committee, Huntington Disease Foundation of America; Trustee and Governance Chair, of certain Oppenheimer Funds |
Trustees and Officers—(continued)
T-4 Invesco SteelPath MLP Alpha Plus Fund
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees—(continued) | ||||||||
James D. Vaughn – 1945 Trustee | 2019 | Retired
Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds | 186 | Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit) | ||||
Officers | ||||||||
Sheri Morris – 1964 President and Principal Executive Officer | 1999 | Head of Global Fund Services, Invesco Ltd.; President and Principal Executive Officer, The Invesco Funds;Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; and Vice President, OppenheimerFunds, Inc.
Formerly: Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds; Vice President and Assistant Vice President, Invesco Advisers, Inc.; Assistant Vice President, Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) | N/A | N/A | ||||
Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary | 2018 | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Vice President, OppenheimerFunds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, OFI Global Institutional, Inc.; Secretary and Vice President, OFI SteelPath, Inc.; Secretary and Vice President, Oppenheimer Acquisition Corp.; Secretary and Vice President, Shareholder Services, Inc.; Secretary and Vice President, Trinity Investment Management Corporation
Formerly: Senior Vice President, Invesco Distributors, Inc.; Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.;Secretary, Sovereign G./P. Holdings Inc.; and Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC | N/A | N/A |
Trustees and Officers—(continued)
T-5 Invesco SteelPath MLP Alpha Plus Fund
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Officers—(continued) | ||||||||
Andrew R. Schlossberg – 1974 Senior Vice President | 2019 | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management)
Formerly: Director, President and Chairman, Invesco Insurance Agency, Inc.; Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC | N/A | N/A | ||||
John M. Zerr – 1962 Senior Vice President | 2006 | Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Manager, Invesco Specialized Products, LLC; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; President, Trimark Investments Ltd./Placements Trimark Ltée; and Director and Chairman, Invesco Trust Company
Formerly: Director and Senior Vice President, Invesco Insurance Agency, Inc.; Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) | N/A | N/A |
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Officers—(continued) | ||||||||
Gregory G. McGreevey – 1962 Senior Vice President | 2012 | Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; Senior Vice President, The Invesco Funds; President, SNW Asset Management Corporation and Invesco Managed Accounts, LLC; Chairman and Director, Invesco Private Capital, Inc.; Chairman and Director, INVESCO Private Capital Investments, Inc;. Chairman and Director, INVESCO Realty, Inc.; and Senior Vice President, Invesco Group Services, Inc.
Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds | N/A | N/A | ||||
Adrien Deberghes – 1967 Principal Financial Officer, Treasurer and Vice President | 2020 | Head of the Fund Office of the CFO and Fund Administration; Vice President, Invesco Advisers, Inc.; Principal Financial Officer, Treasurer and Vice President, The Invesco Funds; Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust
Formerly: Senior Vice President and Treasurer, Fidelity Investments | N/A | N/A | ||||
Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer | 2013 | Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc. | N/A | N/A | ||||
Todd F. Kuehl – 1969 Chief Compliance Officer and Senior Vice President | 2020 | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer and Senior Vice President, The Invesco Funds
Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser) | N/A | N/A | ||||
Michael McMaster – 1962 Chief Tax Officer, Vice President and Assistant Treasurer | 2020 | Head of Global Fund Services Tax; Chief Tax Officer, Vice President and Assistant Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc.; Assistant Treasurer, Invesco Capital Management LLC, Assistant Treasurer and Chief Tax Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Specialized Products, LLC
Formerly: Senior Vice President – Managing Director of Tax Services, U.S. Bank Global Fund Services (GFS) | N/A | N/A |
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s Statement of Additional Information for information on the Fund’s sub-advisers.
Office of the Fund
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Counsel to the Fund
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7018
Investment Adviser
Invesco Advisers, Inc.
1555 Peachtree Street, N.E.
Atlanta, GA 30309
Counsel to the Independent Trustees
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001
Distributor
Invesco Distributors, Inc.
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Transfer Agent
Invesco Investment Services, Inc.
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Auditors
PricewaterhouseCoopers LLP
1000 Louisiana Street, Suite 5800
Houston, TX 77002-5021
Custodian
UMB Bank N.A.,
1010 Grand Boulevard
Kansas City, MO 64106
T-6 Invesco SteelPath MLP Alpha Plus Fund
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Invesco mailing information
Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/corporate/about-us/esg. The information is also available on the SEC website, sec.gov.
Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
SEC file numbers: 811-05426 and 033-19338 | Invesco Distributors, Inc. | 0-SPMAP-AR-1 |
Annual Report to Shareholders | November 30, 2021 |
Invesco SteelPath MLP Income Fund |
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Nasdaq: |
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A: MLPDX ∎ C: MLPRX ∎ R: SPNNX ∎ Y: MLPZX ∎ R5: SPMQX ∎ R6: OSPMX |
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T-1 |
Management’s Discussion of Fund Performance
Fund vs. Indexes | ||||
Total returns, 11/30/20 to 11/30/21, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
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Class A Shares | 46.12 | % | ||
Class C Shares | 44.81 | |||
Class R Shares | 45.59 | |||
Class Y Shares | 46.50 | |||
Class R5 Shares | 46.54 | |||
Class R6 Shares | 46.70 | |||
S&P 500 Index | 27.92 | |||
Alerian MLP Index | 38.75 | |||
Source(s): RIMES Technologies Corp. |
Fund Performance Discussion
The Fund’s Class A shares (without sales charge) produced a total return of 46.12% during the fiscal year. In comparison, master limited partnerships (MLPs), as measured by the Alerian MLP Index (AMZ), generated a total return of 38.75% over the same period. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax. During the same period, the S&P 500 Index produced a total return of 27.92%.
During the fiscal year the energy markets rebounded from the early 2020 brief market share battle between Saudi Arabia and Russia and the much more impactful effort to contain the spread of COVID-19, which had significantly disrupted global demand for petroleum products. While energy sector equity prices have yet to fully recover from the doldrums of 2020, commodity prices now exceed 2019 averages. In fact, a number of energy market commentators now forecast a sustained period of higher prices as global oil and gas investment remains tepid but demand continues to rebound. Similarly, expectations for US production growth have also been lifting from the widely held expectation of flat production for the foreseeable future. While a return to domestic volume growth should aid midstream cash flows, we believe public producers will maintain a focus on free cash flow rather than seek rapid production growth, which we believe would result in more moderate growth than previous periods of similarly strong pricing.
Over the fiscal year, we estimate approximately $1 billion of new equity supply entered the market through secondary offerings, initial public offerings, preferred offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. Midstream companies raised approx-
imately $19 billion of debt capital during the period. Most midstream MLPs pay out substantial distributions to investors and, therefore, have historically raised external capital to fund larger growth projects or acquisitions. However, in recent years most sector participants have adjusted their business models to self-fund the equity portion of their investment plans.
Macro Review
West Texas Intermediate (WTI) crude oil prices ended the fiscal year at $66.18 per barrel, up 46% over the year, while global crude prices, as measured by Brent crude oil, traded 48% higher over the fiscal year. Henry Hub natural gas prices exited November 2021 at $4.57 per million British thermal units (mmbtu), up 58% over the fiscal year, after hitting an intra-period high of $6.46 per mmbtu driven by strong export demand and below normal inventories. Regional price differentials improved in the Permian basin where new pipeline capacity eased congestion. Conversely, natural gas pricing in Appalachia weakened further as basin production has been near available takeaway capacity.
Mont Belvieu natural gas liquids (NGL) prices ended the fiscal year at $38.31 per barrel, a 77% increase over the previous fiscal year. Pricing for NGL purity products was strong across the board, with butane trading the strongest and natural gasoline the least robust. Frac spreads, a measure of natural gas processing economics, ended the period at $0.51 per gallon, up 96% over the fiscal year. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.
The yield curve steepened over the fiscal year as medium- and long-term rates rose more than the yields on shorter-dated maturities. The 10-year Treasury yield rose by 61 basis points to end the period at 1.45%. The MLP yield spread at fiscal year-end, as
measured by the AMZ and the 10-year Treasury bond, narrowed by 365 basis points to 6.82%.
Over the fiscal year, real estate investment trusts (REITs) and utilities, two competing yield-oriented equity asset classes, posted total returns of 32.12% (as measured by the Dow Jones Equity REIT Total Return Index) and 7.40% (as measured by the Dow Jones Utility Average Index), respectively, as compared to the AMZ’s 38.75% total return for MLPs. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, increased over the period but remained well below the ten-year average.
Subsector Review
Performance for all subsectors in the midstream, or energy infrastructure, MLP asset class was positive over the fiscal year. On average, sector participants in the Other subsector, which includes fuel distribution companies, provided the best performance over the fiscal year, as fuel margins expanded and volumes improved after the declines associated with reduced economic activity due to COVID-19. The Gathering and Processing subsector also had positive performance supported by rebounding production volumes, strong natural gas liquids pricing, and robust processing economics.
The Propane subsector experienced the weakest performance over the fiscal year given its modest exposure to resumed production growth and generally lower market beta. On average the Natural Gas Pipeline subsector also lagged, while still generating an average return of 19%, as the subsector was generally less impacted by the equity price weakness during the COVID-driven market volatility during the prior fiscal year.
Fund Review
Key contributors to the Invesco SteelPath MLP Income Fund were Western Midstream Partners, LP (NYSE: WES) and DCP Midstream, LP (NYSE: DCP).
WES outperformed over the fiscal year after reporting better than expected financial and operating results and maintaining guidance for the year despite the impact of severe weather in Texas. WES’s sponsor, Occidental Petroleum (OXY), has taken appropriate steps to improve its financial position after facing challenges associated with heightened debt levels from the acquisition of Anadarko Petroleum, the impacts of COVID-19, and the repercussions of the OPEC+ market share battle.
DCP outperformed over the fiscal year after reporting strong financial results bolstered by favorable commodity prices and increasing volumes on its asset footprint, as well as the partnership’s continued focus on cost reductions, free cash flow generation, and deleveraging its balance sheet. DCP’s
2 Invesco SteelPath MLP Income Fund
robust portfolio of natural gas gathering and processing assets in the Mid-Con, DJ Basin, Permian, and East Texas, as well as integrated NGL pipelines and fractionation facilities are expected to continue to benefit from robust natural gas processing margins. We exited our DCP Midstream holding prior to fiscal year end.
Key detractors from the Invesco SteelPath MLP Income Fund were Magellan Midstream Partners, LP (NYSE: MMP) and NuStar Energy, LP (NYSE: NS).
MMP underperformed over the fiscal year despite reporting financial results that were consistent with expectations as it appears market participants are expressing heightened concern over the long-term growth potential of Magellan’s refined product pipelines. While the partnership is forecasting limited growth capital expenditures this year, as more refineries shut down in Magellan’s markets, the company expects to benefit over time from the logistics challenges that will be created, as well as normal course tariff rate increases. Further, MMP has used the depressed stock price as an opportunity to repurchase a meaningful amount of stock in the open market, including $391 million in the third quarter of 2021 alone.
NS underperformed over the fiscal year despite reporting good operating results and increasing its guidance for Permian crude oil volumes exiting 2021. NS maintains a diversified portfolio of crude gathering, crude and refined products pipelines, and storage assets that collectively are expected to benefit from crude oil production from the Permian basin, continued improvement in US refined products consumption, and rising export volumes of crude oil and refined products.
Outlook
We believe the midstream energy sector is well-positioned to provide a healthy total return experience going forward in a steady production environment, and upside optionality if production growth resumes. Most sector participants offer robust cash distributions that are substantially higher than other yielding equity classes. In addition, sector valuations are attractive and well below historic ranges and most sector participants are burdened with lower capital spending obligations and carry healthier distribution coverage metrics than historic levels, which should enable further deleveraging as well as equity repurchases. Should substantial volume growth return, the sector’s asset base carries strong operating leverage to allow growth with minimal or reduced capital expenditure.
All data, unless otherwise noted, sourced from Bloomberg LP as of 11/30/21.
Remediation Plan for Certain Shareholders Impacted by Restatement of NAVs Between December 2014 and March 2020
In 2020, the Fund determined that the valuation allowance related to the deferred tax asset included in the calculation of the net asset value per share (“NAV”) upon which shareholders transacted had not been properly accounted for during the period that included days from December 1, 2014 through March 6, 2020 (the “overstatement period”). That determination resulted in the correction of the Fund’s NAV during certain days of the overstatement period.
Invesco developed a remediation plan that resulted in payments by Invesco to shareholders negatively impacted by the overstatement of the NAV during the overstatement period, and Invesco engaged a third-party firm to assist with its implementation. Distributions to impacted shareholders occurred in the fourth quarter of 2021.
Portfolio managers:
Stuart Cartner
Brian Watson
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. and its affiliates. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and, if applicable, index disclosures later in this report.
3 Invesco SteelPath MLP Income Fund
Your Fund’s Long-Term Performance
1 Source: RIMES Technologies Corp.
Past performance cannot guarantee future results.
The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including
management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;
performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
4 Invesco SteelPath MLP Income Fund
Average Annual Total Returns | ||||
As of 11/30/21, including maximum applicable sales charges |
| |||
Class A Shares | ||||
Inception (3/31/10) | 1.62 | % | ||
10 Years | 0.52 | |||
5 Years | -0.26 | |||
1 Year | 38.16 | |||
Class C Shares | ||||
Inception (6/10/11) | 0.39 | % | ||
10 Years | 0.50 | |||
5 Years | 0.18 | |||
1 Year | 43.81 | |||
Class R Shares | ||||
10 Years | 0.84 | % | ||
5 Years | 0.63 | |||
1 Year | 45.59 | |||
Class Y Shares | ||||
Inception (3/31/10) | 2.36 | % | ||
10 Years | 1.35 | |||
5 Years | 1.13 | |||
1 Year | 46.50 | |||
Class R5 Shares | ||||
10 Years | 1.18 | % | ||
5 Years | 1.06 | |||
1 Year | 46.54 | |||
Class R6 Shares | ||||
Inception (6/28/13) | -0.76 | % | ||
5 Years | 1.23 | |||
1 Year | 46.70 |
Effective after the close of business on May 24, 2019, Class A, Class C, Class Y and Class I shares of the Oppenheimer SteelPath MLP Income Fund (the predecessor fund), were reorganized into Class A, Class C, Class Y and Class R6 shares, respectively, of the Invesco Oppenheimer SteelPath MLP Income Fund. Note: The Fund was subsequently renamed the Invesco SteelPath MLP Income Fund (the Fund). Returns shown above, for periods ending on or prior to May 24, 2019, for Class A, Class C, Class Y and Class R6 shares are those for Class A, Class C, Class Y and Class I shares of the predecessor fund. Share class returns will differ from the predecessor fund because of different expenses.
Class R and R5 shares incepted after the close of business on May 24, 2019. Performance shown on and prior to that date is that of the predecessor fund’s Class A shares at net asset value and includes the 12b-1 fees applicable to Class A shares.
The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value
and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower.
See current prospectus for more information.
5 Invesco SteelPath MLP Income Fund
Invesco SteelPath MLP Income Fund’s investment objective is to seek total return.
• | Unless otherwise stated, information presented in this report is as of November 30, 2021, and is based on total net assets. |
• | Unless otherwise noted, all data is provided by Invesco. |
• | To access your Fund’s reports/prospectus, visit invesco.com/fundreports. |
About indexes used in this report
• | The S&P 500® Index is an unmanaged index considered representative of the US stock market. |
• | The Alerian MLP Index is designed to capture the performance of energy master limited partnerships (MLPs). |
• | The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es). |
• | A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not. |
This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
6 Invesco SteelPath MLP Income Fund
Top Holdings and Allocations
Portfolio Composition | ||||
By Sector | % of total net assets | |||
Gathering & Processing | 35.27 | % | ||
Other Energy | 26.86 | |||
Petroleum Pipeline Transportation | 23.81 | |||
Natural Gas Pipeline Transportation | 12.69 | |||
Terminalling & Storage | 1.49 | |||
Other Assets Less Liabilities | (0.12 | ) |
Top 10 Master Limited Partnership and Related Entity Holdings*
% of total net assets | ||||||
1. | MPLX L.P. | 14.08 | % | |||
2. | Energy Transfer L.P. | 12.70 | ||||
3. | Sunoco L.P. | 9.71 | ||||
4. | Antero Midstream Corp. | 8.44 | ||||
5. | Magellan Midstream Partners L.P. | 7.71 | ||||
6. | EnLink Midstream LLC | 7.53 | ||||
7. | USA Compression Partners L.P. | 7.23 | ||||
8. | NuStar Energy L.P. | 5.53 | ||||
9. | Western Midstream Partners L.P. | 4.24 | ||||
10. | Global Partners L.P. | 3.40 |
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
* | Excluding money market fund holdings, if any. |
Data presented here are as of November 30, 2021. |
7 Invesco SteelPath MLP Income Fund
November 30, 2021
Units | Value | |||||||
Master Limited Partnerships And Related Entities–99.63% |
| |||||||
Gathering & Processing–35.27% | ||||||||
Antero Midstream Corp. | 20,694,063 | $ | 200,939,352 | |||||
EnLink Midstream LLC(a) | 27,564,430 | 179,444,439 | ||||||
Evolve Transition Infrastucture L.P.(a)(b) | 1,747,546 | 1,392,969 | ||||||
MPLX L.P. | 11,439,596 | 335,294,559 | ||||||
Summit Midstream Partners L.P.(a)(b) | 738,630 | 22,070,250 | ||||||
Western Midstream Partners L.P. | 5,253,090 | 101,016,921 | ||||||
840,158,490 | ||||||||
Natural Gas Pipeline Transportation–12.69% |
| |||||||
Energy Transfer L.P. | 35,910,950 | 302,370,202 | ||||||
Other Energy–26.75% |
| |||||||
Arko Corp.(b) | 1,626,925 | 15,341,903 | ||||||
CrossAmerica Partners L.P.(a) | 3,248,183 | 64,541,396 | ||||||
GasLog Partners L.P.(c) | 1,182,738 | 5,369,631 | ||||||
Global Partners L.P.(a) | 3,558,735 | 80,996,809 | ||||||
Hoegh LNG Partners L.P.(c) | 481,070 | 1,996,440 | ||||||
KNOT Offshore Partners L.P.(a)(c) | 1,776,804 | 27,895,823 | ||||||
Suburban Propane Partners L.P.(a) | 1,795,601 | 25,928,478 | ||||||
Sunoco L.P.(a) | 6,021,543 | 231,167,036 | ||||||
USA Compression Partners L.P.(a) | 11,726,468 | 172,261,815 | ||||||
Westlake Chemical Partners L.P. | 500,000 | 11,575,000 | ||||||
637,074,331 | ||||||||
Petroleum Pipeline Transportation–23.81% |
| |||||||
Delek Logistics Partners L.P. | 1,765,642 | 74,951,503 | ||||||
Genesis Energy L.P.(a) | 7,945,932 | 80,174,454 | ||||||
Magellan Midstream Partners L.P. | 3,959,387 | 183,636,369 | ||||||
NGL Energy Partners L.P.(a) | 12,412,037 | 25,320,555 | ||||||
NuStar Energy L.P.(a) | 9,405,857 | 131,681,998 | ||||||
PBF Logistics L.P. | 2,579,653 | 29,227,469 | ||||||
Phillips 66 Partners L.P. | 856,700 | 29,504,748 | ||||||
Shell Midstream Partners LP | 1,100,000 | 12,540,000 | ||||||
567,037,096 | ||||||||
Terminalling & Storage–1.11% | ||||||||
Blueknight Energy Partners L.P.(a) | 2,126,752 | 6,975,746 | ||||||
Martin Midstream Partners L.P.(a) | 7,026,434 | 19,392,958 | ||||||
26,368,704 | ||||||||
Total Master Limited Partnerships And Related Entities |
| 2,373,008,823 |
Units | Value | |||||||
Preferred Master Limited Partnerships And Related Entities–0.49% |
| |||||||
Other Energy–0.11% | ||||||||
Global Partners L.P., 9.50%(a)(d) | 100,000 | $ | 2,687,000 | |||||
Terminalling & Storage–0.38% |
| |||||||
Altera Infrastructure L.P., 7.25%(a)(c)(d) | 588,440 | 2,277,263 | ||||||
Blueknight Energy Partners LP, 11.00%(a)(d)(e) | 794,917 | 6,605,760 | ||||||
8,883,023 | ||||||||
Total Preferred Master Limited Partnerships And Related Entities |
| 11,570,023 | ||||||
TOTAL INVESTMENTS IN |
| 2,384,578,846 | ||||||
OTHER ASSETS LESS LIABILITIES–(0.12)% |
| (2,816,666 | ) | |||||
NET ASSETS–100% |
| $ | 2,381,762,180 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
8 Invesco SteelPath MLP Income Fund
Notes to Schedule of Investments:
(a) | Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the period ended November 30, 2021, 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: |
Value November 30, | Change in Unrealized | Value November 30, 2021 | Dividends and Distributions | |||||||||||||||||||||||||||||||||
Purchases at cost | Proceeds from Sales | Realized Gain (Loss) | Return of Capital | Capital Gains | Income | |||||||||||||||||||||||||||||||
MLP Investments and Related Entities | ||||||||||||||||||||||||||||||||||||
Blueknight Energy Partners L.P. | $ | 3,594,211 | $ | — | $ | — | $ | — | $ | 3,403,726 | $ | 6,975,746 | $ | (22,191 | ) | $ | 318,089 | $ | — | |||||||||||||||||
CrossAmerica Partners L.P. | 52,245,857 | 3,951,294 | — | — | 14,902,930 | 64,541,396 | (6,558,685 | ) | — | — | ||||||||||||||||||||||||||
EnLink Midstream LLC | 113,828,391 | — | (20,463,615 | ) | (8,940,382 | ) | 105,956,707 | 179,444,439 | (10,936,662 | ) | — | — | ||||||||||||||||||||||||
Evolve Transition Infrastructure L.P.i, ii | 1,121,924 | — | — | — | 271,045 | 1,392,969 | — | — | — | |||||||||||||||||||||||||||
Genesis Energy L.P. | 53,985,843 | — | (3,039,485 | ) | (7,651,390 | ) | 38,883,004 | 80,174,454 | (2,003,518 | ) | 2,764,041 | — | ||||||||||||||||||||||||
Global Partners L.P. | 55,255,875 | 5,554,890 | — | — | 27,943,416 | 80,996,809 | (7,757,372 | ) | — | — | ||||||||||||||||||||||||||
Golar LNG Partners L.P.i | 12,852,202 | — | (16,471,233 | ) | (65,795,338 | ) | 69,508,093 | — | (93,724 | ) | — | — | ||||||||||||||||||||||||
KNOT Offshore Partners L.P. | 25,959,106 | — | — | — | 3,192,865 | 27,895,823 | (1,256,148 | ) | — | 2,439,603 | ||||||||||||||||||||||||||
Martin Midstream Partners L.P. | 13,002,823 | — | (2,884,985 | ) | (13,480,574 | ) | 22,896,759 | 19,392,958 | (141,065 | ) | 14,463 | — | ||||||||||||||||||||||||
NGL Energy Partners L.P. | 27,507,757 | — | (655,928 | ) | (3,150,870 | ) | 1,619,596 | 25,320,555 | — | — | — | |||||||||||||||||||||||||
NuStar Energy L.P. | 71,455,705 | 64,474,157 | — | — | 6,711,240 | 131,681,998 | (10,959,104 | ) | 178,410 | — | ||||||||||||||||||||||||||
Suburban Propane Partners L.P.i | 63,561,163 | — | (35,066,235 | ) | (11,284,343 | ) | 11,758,385 | 25,928,478 | (3,040,492 | ) | — | — | ||||||||||||||||||||||||
Summit Midstream Partners L.P. | 11,108,988 | — | — | — | 10,961,262 | 22,070,250 | — | — | — | |||||||||||||||||||||||||||
Sunoco L.P. | 185,456,315 | 6,762,000 | (32,718,272 | ) | 19,250,775 | 72,947,392 | 231,167,036 | (20,531,174 | ) | 1,108,867 | — | |||||||||||||||||||||||||
USA Compression Partners L.P. | 130,366,209 | 16,162,789 | (7,435,196 | ) | 2,893,176 | 47,496,092 | 172,261,815 | (17,221,255 | ) | 6,803,465 | — | |||||||||||||||||||||||||
Preferred MLP Investments and Related Entities | ||||||||||||||||||||||||||||||||||||
Altera Infrastructure L.P.i | 12,357,240 | — | — | — | (9,546,733 | ) | 2,277,263 | (533,244 | ) | — | — | |||||||||||||||||||||||||
Blueknight Energy Partners L.P. | 4,833,095 | — | — | — | 2,341,032 | 6,605,760 | (568,367 | ) | — | — | ||||||||||||||||||||||||||
Global Partners L.P. | — | 2,500,000 | — | — | 187,000 | 2,687,000 | — | — | 152,400 | |||||||||||||||||||||||||||
$ | 838,492,704 | $ | 99,405,130 | $ | (118,734,949 | ) | $ | (88,158,946 | ) | $ | 431,433,811 | $ | 1,080,814,749 | $ | (81,623,001 | ) | $ | 11,187,335 | $ | 2,592,003 |
i. | As of November 30, 2021, the security was not considered as an affiliate of the Fund. |
ii. | Name changed from Sanchez Midstream Partners L.P. effective March 1, 2021. |
(b) | Non-income producing. |
(c) | Foreign security denominated in U.S. dollars. |
(d) | Perpetual security. Maturity date is not applicable. |
(e) | 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). |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
9 Invesco SteelPath MLP Income Fund
Statement of Assets and Liabilities
November 30, 2021
Assets: |
| |||
Investments in unaffiliated securities, at value | $ | 1,333,362,807 | ||
Investments in affiliates, at value | 1,051,216,039 | |||
Receivable for: | ||||
Fund shares sold | 2,241,163 | |||
Investments sold | 35,455,968 | |||
Dividends | 105 | |||
Prepaid state income tax | 243,779 | |||
Investment for trustee deferred compensation and retirement plans | 141,285 | |||
Other assets | 237,642 | |||
Total assets | 2,422,898,788 | |||
Liabilities: | ||||
Payables for: | ||||
Fund shares reacquired | 5,015,085 | |||
Amount due custodian | 31,925,826 | |||
Accrued fees to affiliates | 3,322,496 | |||
Accrued interest expense | 46,348 | |||
Accrued trustees’ and officers’ fees and benefits | 3,570 | |||
Accrued other operating expenses | 681,998 | |||
Trustee deferred compensation and retirement plans | 141,285 | |||
Total liabilities | 41,136,608 | |||
Net assets applicable to shares outstanding | $ | 2,381,762,180 | ||
Net assets consist of: |
| |||
Shares of beneficial interest | $ | 3,132,861,148 | ||
Distributable earnings (loss), net of taxes | (751,098,968 | ) | ||
$ | 2,381,762,180 |
Net Assets: | ||||
Class A | $ | 1,247,416,281 | ||
Class C | $ | 456,810,915 | ||
Class R | $ | 1,512,164 | ||
Class Y | $ | 643,290,902 | ||
Class R5 | $ | 6,977 | ||
Class R6 | $ | 32,724,941 | ||
Shares outstanding, no par value, with an unlimited number of shares authorized: |
| |||
Class A | 319,675,811 | |||
Class C | 135,556,870 | |||
Class R | 390,874 | |||
Class Y | 155,762,972 | |||
Class R5 | 1,773 | |||
Class R6 | 7,834,743 | |||
Class A: | ||||
Net asset value per share | $ | 3.90 | ||
Maximum offering price per share | 4.13 | |||
Class C: | ||||
Net asset value and offering price per share | $ | 3.37 | ||
Class R: | ||||
Net asset value and offering price per share | $ | 3.87 | ||
Class Y: | ||||
Net asset value and offering price per share | $ | 4.13 | ||
Class R5: | ||||
Net asset value and offering price per share | $ | 3.94 | ||
Class R6: | ||||
Net asset value and offering price per share | $ | 4.18 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
10 Invesco SteelPath MLP Income Fund
Statement of Operations
For the year ended November 30, 2021
Investment income: | ||||
Distributions and dividends ( $2,592,003 income from affiliates) | $ | 211,885,366 | ||
Less: return of capital on distributions and dividends ( $81,623,001 from affiliates) | (193,804,402 | ) | ||
Less: return of capital on distributions and dividends in excess of cost basis ( $11,187,335 from affiliates) | (11,187,335 | ) | ||
Total investment income | 6,893,629 | |||
Expenses: | ||||
Advisory fees | 22,389,870 | |||
Administrative services fees | 883,365 | |||
Custodian fees | 105,721 | |||
Distribution fees: | ||||
Class A | 2,972,402 | |||
Class C | 5,032,781 | |||
Class R | 5,620 | |||
Transfer agent fees — A, C, R and Y | 2,859,991 | |||
Transfer agent fees — R5 | 1 | |||
Transfer agent fees — R6 | 5,759 | |||
Interest, facilities and maintenance fees | 746,551 | |||
State income tax expense | 63,827 | |||
Trustees’ and officers’ fees and benefits | 45,649 | |||
Registration and filing fees | 136,277 | |||
Reports to shareholders | 135,251 | |||
Professional services fees | 184,852 | |||
Other | 30,697 | |||
Total expenses, before waivers and deferred taxes | 35,598,614 | |||
Less: Expenses reimbursed | (872,166 | ) | ||
Net expenses, before deferred taxes | 34,726,448 | |||
Net investment income (loss), before deferred taxes | (27,832,819 | ) | ||
Net deferred tax expense | — | |||
Net investment income (loss), net of deferred taxes | (27,832,819 | ) | ||
Realized and unrealized gain (loss) from: | ||||
Net realized gain (loss) from: | ||||
Unaffiliated investment securities (includes net gains (losses) from securities sold to affiliates of ($894,804)) | 64,678,270 | |||
Affiliated investment securities (net return of capital in excess of cost basis of $11,187,335) | (88,158,946 | ) | ||
Net deferred tax (expense)/benefit | — | |||
Net realized loss, net of taxes | (23,480,676 | ) | ||
Change in net unrealized appreciation of: | ||||
Unaffiliated investment securities | 422,916,147 | |||
Affiliated investment securities | 431,433,811 | |||
Net deferred tax (expense)/benefit | — | |||
Net change in net unrealized appreciation of investment securities, net of deferred taxes | 854,349,958 | |||
Net realized and unrealized gain, net of deferred tax | 830,869,282 | |||
Net increase in net assets resulting from operations | $ | 803,036,463 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
11 Invesco SteelPath MLP Income Fund
Statement of Changes in Net Assets
For the years ended November 30, 2021 and 2020
2021 | 2020 | |||||||
Operations: | ||||||||
Net investment income (loss), net of deferred taxes | $ | (27,832,819 | ) | $ | (23,630,155 | ) | ||
Net realized gain (loss), net of deferred taxes | (23,480,676 | ) | (375,954,270 | ) | ||||
Change in net unrealized appreciation (depreciation), net of deferred taxes | 854,349,958 | (101,332,089 | ) | |||||
Net increase (decrease) in net assets resulting from operations | 803,036,463 | (500,916,514 | ) | |||||
Return of capital: | ||||||||
Class A | (120,494,023 | ) | (151,979,888 | ) | ||||
Class C | (57,669,126 | ) | (92,872,438 | ) | ||||
Class R | (115,721 | ) | (59,619 | ) | ||||
Class Y | (60,717,764 | ) | (86,832,665 | ) | ||||
Class R5 | (696 | ) | (953 | ) | ||||
Class R6 | (2,810,937 | ) | (4,357,035 | ) | ||||
Total return of capital | (241,808,267 | ) | (336,102,598 | ) | ||||
Share transactions–net: | ||||||||
Class A | 109,633,978 | 67,306,226 | ||||||
Class C | (103,850,185 | ) | (29,424,543 | ) | ||||
Class R | 625,922 | 583,999 | ||||||
Class Y | 13,028,269 | (5,899,056 | ) | |||||
Class R6 | (1,591,790 | ) | 15,388,551 | |||||
Net increase in net assets resulting from share transactions | 17,846,194 | 47,955,177 | ||||||
Net increase (decrease) in net assets | 579,074,390 | (789,063,935 | ) | |||||
Net assets: | ||||||||
Beginning of year | 1,802,687,790 | 2,591,751,725 | ||||||
End of year | $ | 2,381,762,180 | $ | 1,802,687,790 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
12 Invesco SteelPath MLP Income Fund
Years Ended November 30, | ||||||||||||||||||||
Class A | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 2.95 | $ | 4.32 | $ | 5.14 | $ | 5.92 | $ | 7.10 | ||||||||||
Net investment income (loss)(a) | (0.04 | ) | (0.03 | ) | (0.06 | ) | (0.08 | ) | (0.08 | ) | ||||||||||
Return of capital(a) | 0.25 | 0.31 | 0.40 | 0.44 | 0.39 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.13 | (1.11 | ) | (0.48 | ) | (0.46 | ) | (0.78 | ) | |||||||||||
Total from investment operations | 1.34 | (0.83 | ) | (0.14 | ) | (0.10 | ) | (0.47 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.62 | ) | ||||||||||
Dividends from net investment income | — | — | — | — | (b) | (0.09 | ) | |||||||||||||
Total distributions | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 3.90 | $ | 2.95 | $ | 4.32 | $ | 5.14 | $ | 5.92 | ||||||||||
Total return(c) | 46.12 | % | (17.70 | )% | (3.89 | )% | (2.23 | )% | (7.58 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 1,247,416 | $ | 861,681 | $ | 1,162,368 | $ | 1,246,886 | $ | 1,378,553 | ||||||||||
Portfolio turnover rate | 22 | % | 44 | % | 35 | % | 30 | % | 17 | % | ||||||||||
Ratios/supplemental data based on average net assets: |
| |||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.43 | % | 1.51 | % | 1.50 | % | 1.55 | % | 1.53 | % | ||||||||||
Expense (waivers) | (0.04 | )% | (0.05 | )% | (0.05 | )% | (0.10 | )%(d) | (0.11 | )%(d) | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 1.39 | % | 1.46 | % | 1.45 | % | 1.45 | % | 1.42 | % | ||||||||||
Deferred/current tax expense (benefit)(f) | — | % | — | % | — | % | — | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.39 | % | 1.46 | % | 1.45 | % | 1.45 | % | 1.42 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (1.14 | )% | (1.18 | )% | (1.22 | )% | (1.46 | )% | (1.29 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (1.10 | )% | (1.13 | )% | (1.17 | )% | (1.36 | )% | (1.18 | )% | ||||||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (1.10 | )% | (1.13 | )% | (1.17 | )% | (1.36 | )% | (1.18 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 – Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Rounds to less than $(0.005). |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(e) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.35%, 1.37% 1.41%, 1.41%, and 1.41%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
13 Invesco SteelPath MLP Income Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class C | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 2.61 | $ | 3.92 | $ | 4.76 | $ | 5.57 | $ | 6.77 | ||||||||||
Net investment income (loss)(a) | (0.06 | ) | (0.05 | ) | (0.09 | ) | (0.12 | ) | (0.13 | ) | ||||||||||
Return of capital(a) | 0.21 | 0.28 | 0.37 | 0.44 | 0.39 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.00 | (1.00 | ) | (0.44 | ) | (0.45 | ) | (0.75 | ) | |||||||||||
Total from investment operations | 1.15 | (0.77 | ) | (0.16 | ) | (0.13 | ) | (0.49 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.62 | ) | ||||||||||
Dividends from net investment income | — | — | — | — | (b) | (0.09 | ) | |||||||||||||
Total distributions | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 3.37 | $ | 2.61 | $ | 3.92 | $ | 4.76 | $ | 5.57 | ||||||||||
Total return(c) | 44.81 | % | (17.99 | )% | (4.68 | )% | (2.95 | )% | (8.27 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 456,811 | $ | 436,611 | $ | 690,751 | $ | 823,980 | $ | 973,023 | ||||||||||
Portfolio turnover rate | 22 | % | 44 | % | 35 | % | 30 | % | 17 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.18 | % | 2.26 | % | 2.29 | % | 2.33 | % | 2.31 | % | ||||||||||
Expense (waivers) | (0.04 | )% | (0.05 | )% | (0.05 | )% | (0.10 | )%(d) | (0.11 | )%(d) | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 2.14 | % | 2.21 | % | 2.24 | % | 2.23 | % | 2.20 | % | ||||||||||
Deferred/current tax expense (benefit)(f) | — | % | — | % | — | % | — | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 2.14 | % | 2.21 | % | 2.24 | % | 2.23 | % | 2.20 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (1.89 | )% | (1.93 | )% | (2.01 | )% | (2.24 | )% | (2.07 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (1.85 | )% | (1.88 | )% | (1.96 | )% | (2.14 | )% | (1.96 | )% | ||||||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (1.85 | )% | (1.88 | )% | (1.96 | )% | (2.14 | )% | (1.96 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 – Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Rounds to less than $(0.005). |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(e) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 2.10%, 2.12%, 2.20%, 2.19%, and 2.19%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
14 Invesco SteelPath MLP Income Fund
Financial Highlights—(continued)
Years Ended November 30, | Period ended November 30, 2019(a) | |||||||||||
Class R | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 2.94 | $ | 4.31 | $ | 5.46 | ||||||
Net investment income (loss)(b) | (0.05 | ) | (0.04 | ) | (0.03 | ) | ||||||
Return of capital(b) | 0.25 | 0.29 | 0.19 | |||||||||
Net realized and unrealized gain (loss) | 1.12 | (1.08 | ) | (0.91 | ) | |||||||
Total from investment operations | 1.32 | (0.83 | ) | (0.75 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.39 | ) | (0.54 | ) | (0.40 | ) | ||||||
Dividends from net investment income | — | — | — | |||||||||
Total distributions | (0.39 | ) | (0.54 | ) | (0.40 | ) | ||||||
Net asset value, end of period | $ | 3.87 | $ | 2.94 | $ | 4.31 | ||||||
Total return(c) | 45.59 | % | (17.71 | )% | (14.41 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 1,512 | $ | 693 | $ | 166 | ||||||
Portfolio turnover rate | 22 | % | 44 | % | 35 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.68 | % | 1.76 | % | 1.71 | %(d) | ||||||
Expense (waivers) | (0.04 | )% | (0.05 | )% | (0.05 | )%(d) | ||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 1.64 | % | 1.71 | % | 1.66 | %(d) | ||||||
Deferred/current tax expense (benefit)(f) | — | % | — | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 1.64 | % | 1.71 | % | 1.66 | %(d) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss), before taxes | (1.39 | )% | (1.43 | )% | (1.43 | )%(d) | ||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (1.35 | )% | (1.38 | )% | (1.38 | )%(d) | ||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | %(d) | ||||||
Ratio of net investment income (loss), after taxes | (1.35 | )% | (1.38 | )% | (1.38 | )%(d) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Annualized. |
(e) | Includes interest, borrowing, state income tax and franchise tax expense. Without interest, borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.60%, 1.62% and 1.62%, for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
15 Invesco SteelPath MLP Income Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class Y | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.10 | $ | 4.49 | $ | 5.31 | $ | 6.08 | $ | 7.25 | ||||||||||
Net investment income (loss)(a) | (0.03 | ) | (0.03 | ) | (0.05 | ) | (0.07 | ) | (0.06 | ) | ||||||||||
Return of capital(a) | 0.26 | 0.32 | 0.41 | 0.44 | 0.39 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.19 | (1.14 | ) | (0.50 | ) | (0.46 | ) | (0.79 | ) | |||||||||||
Total from investment operations | 1.42 | (0.85 | ) | (0.14 | ) | (0.09 | ) | (0.46 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.62 | ) | ||||||||||
Dividends from net investment income | — | — | — | — | (b) | (0.09 | ) | |||||||||||||
Total distributions | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 4.13 | $ | 3.10 | $ | 4.49 | $ | 5.31 | $ | 6.08 | ||||||||||
Total return(c) | 46.50 | % | (17.43 | )% | (3.76 | )% | (1.99 | )% | (7.28 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 643,291 | $ | 476,921 | $ | 714,214 | $ | 820,187 | $ | 870,833 | ||||||||||
Portfolio turnover rate | 22 | % | 44 | % | 35 | % | 30 | % | 17 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.18 | % | 1.26 | % | 1.24 | % | 1.29 | % | 1.27 | % | ||||||||||
Expense (waivers) | (0.04 | )% | (0.05 | )% | (0.05 | )% | (0.10 | )%(d) | (0.11 | )%(d) | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 1.14 | % | 1.21 | % | 1.19 | % | 1.19 | % | 1.16 | % | ||||||||||
Deferred/current tax expense (benefit)(f) | — | % | — | % | — | % | — | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.14 | % | 1.21 | % | 1.19 | % | 1.19 | % | 1.16 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (0.89 | )% | (0.93 | )% | (0.96 | )% | (1.20 | )% | (1.03 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.85 | )% | (0.88 | )% | (0.91 | )% | (1.10 | )% | (0.92 | )% | ||||||||||
Deferred tax benefit (expense(g) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (0.85 | )% | (0.88 | )% | (0.91 | )% | (1.10 | )% | (0.92 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 – Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Rounds to less than $(0.005). |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(e) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.10%, 1.12%, 1.15%, 1.15%, and 1.15%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
16 Invesco SteelPath MLP Income Fund
Financial Highlights—(continued)
Years Ended November 30, | Period ended 2019(a) | |||||||||||
Class R5 | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 2.97 | $ | 4.32 | $ | 5.46 | ||||||
Net investment income (loss)(b) | (0.03 | ) | (0.02 | ) | (0.02 | ) | ||||||
Return of capital(b) | 0.25 | 0.31 | 0.20 | |||||||||
Net realized and unrealized gain (loss) | 1.14 | (1.10 | ) | (0.92 | ) | |||||||
Total from investment operations | 1.36 | (0.81 | ) | (0.74 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.39 | ) | (0.54 | ) | (0.40 | ) | ||||||
Dividends from net investment income | — | — | — | |||||||||
Total distributions | (0.39 | ) | (0.54 | ) | (0.40 | ) | ||||||
Net asset value, end of period | $ | 3.94 | $ | 2.97 | $ | 4.32 | ||||||
Total return(c) | 46.54 | % | (17.17 | )% | (14.23 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 7 | $ | 5 | $ | 8 | ||||||
Portfolio turnover rate | 22 | % | 44 | % | 35 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.07 | % | 1.14 | % | 1.12 | %(d) | ||||||
Expense (waivers) | — | % | — | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, before taxes(e) | 1.07 | % | 1.14 | % | 1.12 | %(d) | ||||||
Deferred/current tax expense (benefit)(f) | — | % | — | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 1.07 | % | 1.14 | % | 1.12 | %(d) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss), before taxes | (0.78 | )% | (0.81 | )% | (0.84 | )%(d) | ||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.78 | )% | (0.81 | )% | (0.84 | )%(d) | ||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | %(d) | ||||||
Ratio of net investment income (loss), after taxes | (0.78 | )% | (0.81 | )% | (0.84 | )%(d) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Annualized. |
(e) | Includes interest, borrowing, state income tax and franchise tax expense. Without interest, borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.03%, 1.05% and 1.08%, for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
17 Invesco SteelPath MLP Income Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class R6 | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.13 | $ | 4.52 | $ | 5.34 | $ | 6.10 | $ | 7.27 | ||||||||||
Net investment income (loss)(a) | (0.03 | ) | (0.03 | ) | (0.04 | ) | (0.06 | ) | (0.06 | ) | ||||||||||
Return of capital(a) | 0.26 | 0.32 | 0.42 | 0.44 | 0.39 | |||||||||||||||
Net realized and unrealized gain (loss) | 1.21 | (1.14 | ) | (0.52 | ) | (0.46 | ) | (0.79 | ) | |||||||||||
Total from investment operations | 1.44 | (0.85 | ) | (0.14 | ) | (0.08 | ) | (0.46 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.62 | ) | ||||||||||
Dividends from net investment income | — | — | — | — | (b) | (0.09 | ) | |||||||||||||
Total distributions | (0.39 | ) | (0.54 | ) | (0.68 | ) | (0.68 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 4.18 | $ | 3.13 | $ | 4.52 | $ | 5.34 | $ | 6.10 | ||||||||||
Total return(c) | 46.70 | % | (17.33 | )% | (3.75 | )% | (1.82 | )% | (7.26 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 32,725 | $ | 26,777 | $ | 24,245 | $ | 22,054 | $ | 22,409 | ||||||||||
Portfolio turnover rate | 22 | % | 44 | % | 35 | % | 30 | % | 17 | % | ||||||||||
Ratios/supplemental data based on average net assets: | �� | |||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.07 | % | 1.14 | % | 1.10 | % | 1.11 | % | 1.08 | % | ||||||||||
Expense (waivers) | — | % | — | % | — | % | — | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, before taxes(d) | 1.07 | % | 1.14 | % | 1.10 | % | 1.11 | % | 1.08 | % | ||||||||||
Deferred/current tax expense (benefit)(e) | — | % | — | % | — | % | — | % | — | % | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.07 | % | 1.14 | % | 1.10 | % | 1.11 | % | 1.08 | % | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss), before taxes | (0.78 | )% | (0.81 | )% | (0.82 | )% | (1.03 | )% | (0.84 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.78 | )% | (0.81 | )% | (0.82 | )% | (1.03 | )% | (0.84 | )% | ||||||||||
Deferred tax benefit (expense)(f) | — | % | — | % | — | % | — | % | — | % | ||||||||||
Ratio of net investment income (loss), after taxes | (0.78 | )% | (0.81 | )% | (0.82 | )% | (1.03 | )% | (0.84 | )% |
* | The financial highlights for the years ended November 30, 2018 and 2017 reflect restated values. See Note 10-Restatement in the Notes to Financial Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Rounds to less than $(0.005). |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Includes borrowing, state income tax and franchise tax expense. Without borrowing, state income tax and franchise tax expense, the net expense ratio would be 1.03%, 1.05%, 1.06%, 1.07% and 1.07% for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(e) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
18 Invesco SteelPath MLP Income Fund
November 30, 2021
NOTE 1—Significant Accounting Policies
Invesco SteelPath MLP Income Fund (the “Fund”) is a series portfolio of AIM Investment Funds (Invesco Investment Funds) (the “Trust”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. The Fund is classified as non-diversified. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.
The Fund’s investment objective is 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. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. | Security Valuations – Securities, including restricted securities, are valued according to the following policy. |
A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.
Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations.
Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.
Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse
19 Invesco SteelPath MLP Income Fund
economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. | Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. |
The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
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 accounting principles generally accepted in the United States of America (“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 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 may invest in securities of fewer issuers than if it were diversified. Thus, the value of the Fund’s shares may vary more widely and the Fund may be subject to greater market and credit risk than if the Fund invested more broadly. The Fund also 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.
MLP’s 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 year ended November 30, 2021, the federal income tax rate is 21 percent. The Fund is currently using an estimated rate of 1.9 percent for state and local tax, net of federal tax expense. |
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The Fund’s income tax provision consists of the following as of November 30, 2021:
Current tax (expense) benefit | ||||
Federal | $— | |||
State | — | |||
Total current tax (expense) benefit | $— |
Deferred tax (expense) benefit | ||||
Federal | $ | (233,633,564) | ||
State | (22,322,600) | |||
Valuation allowance | 255,956,164 | |||
Total deferred tax (expense) benefit | $ | — |
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 | $(168,637,656) | (21.00)% | ||||||
State income taxes net of federal benefit | (15,257,693) | (1.90)% | ||||||
Effect of permanent differences | 298,925 | 0.04% | ||||||
Effect of prior year expiring loss carryforwards | (72,369,219) | (9.01)% | ||||||
Effect of state tax rate change | (1,200,472) | (0.15)% | ||||||
Return to provision adjustments | 1,209,951 | 0.15% | ||||||
Change in valuation allowance | 255,956,164 | 31.87% | ||||||
Total income tax (expense) benefit | — | 0.00% |
For the year ended November 30, 2021 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of 0% differed from the combined federal and state statutory tax rate of 22.90% 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 November 30, 2021, the Fund determined a valuation allowance was required. The Fund’s assessment considered, among other matters, the nature, frequency and severity of current and cumulative losses, the duration of statutory carryforward periods and the associated risk that operating loss and capital loss carryforwards were limited as a result of shareholder transactions or were likely to expire unused, and unrealized gains and losses on investments. Consideration was also given to market cycles, the severity and duration of historical deferred tax assets, the impact of redemptions, and the level of MLP distributions. Additionally, various tax law changes were considered by the Fund in assessing the recoverability of its deferred tax assets. For instance, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Stability Act (“CARES Act”) was signed into law. Prior to signing into law, the carryforward ability of net operating losses for tax years beginning after December 31, 2017 was governed by the Tax Cuts and Jobs Act (“TCJA”). The TCJA 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. The CARES Act delays the application of the 80% net operating loss limitation to tax years ending November 30, 2022 and beyond. In addition, the CARES Act revised the TCJA language regarding carryforward periods from “NOLs arising in taxable years ending after December 31, 2017” to “NOLs arising in taxable year beginning after December 31, 2017”. Any net operating losses generated in fiscal years ending prior to December 31, 2018 can be carried back 2 years and carried forward 20 years.
Through the consideration of these factors, the Fund has determined that it is more likely than not that the Fund’s deferred tax assets would not be fully realized. As a result, the Fund recorded a valuation allowance with respect to its deferred tax assets that are not considered to be realizable as of the year ended November 30, 2021.
From time to time, the Fund may modify its estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance as new information becomes available. Modifications of the Fund’s estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on or expirations of the Fund’s net operating losses and capital loss carryovers (if any) and changes in applicable tax law could result in increases or decreases in the Fund’s NAV per share, which could be material.
21 Invesco SteelPath MLP Income Fund
Components of the Fund’s deferred tax assets and liabilities as of November 30, 2021 are as follows:
Deferred tax assets: | ||||
Net operating loss carryforward (tax basis) — Federal | $195,811,329 | |||
Net operating loss carryforward (tax basis) — State | 21,084,288 | |||
Excess business interest expense carryforward | 3,188,754 | |||
Capital loss carryforward (tax basis) | 77,922,076 | |||
Book to tax differences — Income recognized from MLPs | 4,166,781 | |||
Valuation allowance | (92,521,456) | |||
Total deferred tax asset | 209,651,772 |
Deferred tax liabilities: | ||||
Net unrealized gains on investment securities (tax basis) | $ | (209,651,772) | ||
Total deferred tax liability | (209,651,772) | |||
Total net deferred tax asset (liability) | $ | — |
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 November 30, 2021, 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 November 30, 2021, 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 | $111,887,635 | |||
11/30/2035 | 258,649,215 | |||
11/30/2036 | 144,223,600 | |||
11/30/2037 | 63,826,450 | |||
11/30/2038 | 120,263,557 | |||
Total expiring net operating loss carryforwards | $698,850,457 | |||
Total non-expiring net operating loss carryforwards | $234,604,468 | |||
Total net operating loss carryforwards | $933,454,925 |
At November 30, 2021, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:
Expiration Date | ||||
11/30/2024 | $ | 40,357,372 | ||
11/30/2025 | 269,089,114 | |||
11/30/2026 | 30,824,586 | |||
Total | $ | 340,271,072 |
During the year ended November 30, 2021, the Fund estimates that $314,648,780 of capital loss carryforward has expired.
At November 30, 2021 gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:
Cost of Investments | $ | 1,467,684,405 | ||
Gross Unrealized Appreciation | $ | 1,129,284,829 | ||
Gross Unrealized Depreciation | (212,390,388) | |||
Net Unrealized Appreciation on Investments | $ | 916,894,441 |
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 based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all |
22 Invesco SteelPath MLP Income Fund
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. | Interest, Facilities and Maintenance Fees – Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining the credit agreement. |
J. | Accounting Estimates – The preparation of financial statements in conformity with 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. |
K. | 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. |
L. | COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, and defaults, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally. |
The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund’s performance.
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with 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 year ended November 30, 2021, the effective advisory fee rate incurred by the Fund was 0.95%.
Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Fund.
The Adviser has contractually agreed, through at least March 31, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.35%, 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 the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on March 31, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.
For the year ended November 30, 2021, the Adviser contractually reimbursed class level expenses of $444,971 for Class A, $189,707 for Class C, $414 for Class R, and $237,074 for Class Y.
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. The Trust and the Adviser have entered into a Master Administrative Services Agreement (“Administrative Services Agreement”) pursuant to which the Adviser may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by the Adviser under the Investment Advisory Agreement. The Adviser may only receive fees for administrative services under the Administrative Services Agreement to the extent that those fees assessed under the agreement are in excess of the fees paid to UMB. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees. Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund.
The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.
The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the
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Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended November 30, 2021, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.
Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended November 30, 2021, IDI advised the Fund that IDI retained $331,448 in front-end sales commissions from the sale of Class A shares and $63,506 and $35,658 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.
Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.
NOTE 3—Additional Valuation Information
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
Level 1 – Prices are determined using quoted prices in an active market for identical assets.
Level 2 – Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 – Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
As of November 30, 2021, 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.
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 the fair valuations using significant unobservable inputs (Level 3) during the year ended November 30, 2021:
Value November 30, | Purchases at cost | Proceeds from Sales | Return of capital distributions | Realized Gain | Change in Appreciation (Depreciation) | Transfers into Level 3 | Transfers out of Level 3 | Value November 30, | ||||||||||||||||||||||||||||
Preferred Master Limited Partnerships and Related Entities | $ | 30,195,000 | $ | — | $ | (30,225,000 | ) | $ | (139,230 | ) | $ | 14,582,831 | $ | (14,413,601 | ) | $ | — | $ | — | $ | — |
NOTE 4—Security Transactions with Affiliated Funds
The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures for the year ended November 30, 2021, the Fund engaged in transactions with affiliates as listed: Securities purchases of $40,633,300 and securities sales of $7,091,500, which resulted in net realized gains (losses) of $(894,804).
NOTE 5—Trustees’ and Officers’ Fees and Benefits
Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
NOTE 6—Cash Balances and Borrowings
The Fund has entered into a revolving credit and security agreement, which enables the Fund to participate with certain other Funds in a committed secured borrowing facility that permits borrowings up to $500 million, collectively by certain Funds, and which will expire on September 28, 2022. 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. The revolving credit and security agreement is secured by the assets of the Fund. At November 30, 2021, the Fund had no borrowings outstanding under this agreement.
The Fund is subject to certain covenants relating to the revolving credit and security agreement. Failure to comply with these restrictions could cause the acceleration of the repayment of the amount outstanding under the revolving credit and security agreement.
24 Invesco SteelPath MLP Income Fund
Additionally, 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. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.
NOTE 7—Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the year ended November 30, 2021 was $496,515,426 and $518,966,236 respectively.
NOTE 8—Share Information
Summary of Share Activity | ||||||||||||||||
Year ended November 30, 2021(a) | Year ended November 30, 2020 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Sold: | ||||||||||||||||
Class A | 43,250,620 | $ | 164,587,683 | 83,732,019 | $ | 260,500,100 | ||||||||||
Class C | 17,257,488 | 57,778,721 | 32,037,200 | 89,204,801 | ||||||||||||
Class R | 135,886 | 549,864 | 213,094 | 614,019 | ||||||||||||
Class Y | 53,605,371 | 220,383,850 | 104,390,581 | 338,880,666 | ||||||||||||
Class R6 | 2,725,256 | 11,142,596 | 5,344,900 | 22,091,680 | ||||||||||||
Issued as reinvestment of dividends: | ||||||||||||||||
Class A | 14,729,844 | 57,560,439 | 25,254,785 | 72,273,404 | ||||||||||||
Class C | 8,113,805 | 27,527,559 | 16,998,199 | 43,857,550 | ||||||||||||
Class R | 23,000 | 90,411 | 18,906 | 52,331 | ||||||||||||
Class Y | 7,610,687 | 31,374,058 | 16,892,559 | 50,872,699 | ||||||||||||
Class R6 | 307,956 | 1,278,905 | 1,132,598 | 3,390,748 | ||||||||||||
Automatic Conversion of Class C shares to Class A shares: | ||||||||||||||||
Class A | 25,338,129 | 97,160,668 | 3,691,126 | 9,941,701 | ||||||||||||
Class C | (28,992,364 | ) | (97,160,668 | ) | (4,139,924 | ) | (9,941,701 | ) | ||||||||
Reacquired: | ||||||||||||||||
Class A | (55,354,703 | ) | (209,674,812 | ) | (90,179,989 | ) | (275,408,979 | ) | ||||||||
Class C | (28,242,459 | ) | (91,995,797 | ) | (53,523,884 | ) | (152,545,193 | ) | ||||||||
Class R | (3,934 | ) | (14,353 | ) | (34,524 | ) | (82,351 | ) | ||||||||
Class Y | (59,171,235 | ) | (238,729,639 | ) | (126,699,819 | ) | (395,652,421 | ) | ||||||||
Class R6 | (3,746,141 | ) | (14,013,291 | ) | (3,290,716 | ) | (10,093,877 | ) | ||||||||
Net Increase (decrease) in share activity | (2,412,794 | ) | $ | 17,846,194 | 11,837,111 | $ | 47,955,177 |
(a) | There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 55% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. |
25 Invesco SteelPath MLP Income Fund
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of AIM Investment Funds (Invesco Investment Funds) and Shareholders of Invesco SteelPath MLP Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco SteelPath MLP Income Fund (one of the funds constituting AIM Investment Funds (Invesco Investment Funds), hereafter referred to as the “Fund”) as of November 30, 2021, the related statement of operations for the year ended November 30, 2021, the statement of changes in net assets for each of the two years in the period ended November 30, 2021, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2021 and the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
Financial Highlights |
For the year ended November 30, 2021, November 30, 2020, and November 30, 2019 for Class A, Class C, Class Y and Class R6 For the year ended November 30, 2021 and November 30, 2020 and the period May 24, 2019 (commencement of operations) through November 30, 2019 for Class R and Class R5 |
The financial statements of Invesco SteelPath MLP Income Fund (formerly known as Oppenheimer SteelPath MLP Income Fund) as of and for the year ended November 30, 2018 and the financial highlights for each of the periods ended on or prior to November 30, 2018 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated January 25, 2019, except for the effects of the restatement discussed in Note 10 (not presented herein) to the financial statements appearing under Item 1 of the Fund’s 2018 annual report on Form N-CSR, as to which the date is March 29, 2020, expressed an unqualified opinion on those financial statements and financial highlights and included a paragraph regarding the correction of a misstatement in the 2015 – 2018 financial statements.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Houston, Texas
January 24, 2022
We have served as the auditor of one or more investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
26 Invesco SteelPath MLP Income Fund
Calculating your ongoing Fund expenses
Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period June 1, 2021 through November 30, 2021.
Actual expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
ACTUAL | HYPOTHETICAL (5% annual return before | |||||||||||||||||||||||
Beginning Account Value (6/1/2021) | Ending Account Value (11/30/2021)¹ | Expenses Paid During Period2 | Ending Account Value (11/30/2021) | Epenses Paid During Period2 | Annualized Expense Ratio | |||||||||||||||||||
Class A | $ | 1,000.00 | $ | 1,004.70 | $ | 6.88 | $ | 1,018.10 | $ | 6.93 | 1.37 | % | ||||||||||||
Class C | 1,000.00 | 1,002.50 | 10.64 | 1,014.40 | 10.71 | 2.12 | ||||||||||||||||||
Class R | 1,000.00 | 1,004.70 | 8.14 | 1,016.90 | 8.19 | 1.62 | ||||||||||||||||||
Class Y | 1,000.00 | 1,006.80 | 5.63 | 1,019.40 | 5.67 | 1.12 | ||||||||||||||||||
Class R5 | 1,000.00 | 1,007.20 | 5.28 | 1,019.70 | 5.32 | 1.05 | ||||||||||||||||||
Class R6 | 1,000.00 | 1,006.80 | 5.28 | 1,019.70 | 5.32 | 1.05 |
1 | The actual ending account value is based on the actual total return of the Fund for the period June 1, 2021 through November 30, 2021, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses. |
2 | Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half year. |
27 Invesco SteelPath MLP Income Fund
Approval of Investment Advisory and Sub-Advisory Contracts
At meetings held on June 10, 2021, 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 the continuance of the Invesco SteelPath MLP Income Fund’s (formerly, Invesco Oppenheimer SteelPath MLP Income Fund) (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory contracts with Invesco Capital Management LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2021. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.
The Board’s Evaluation Process
The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.
As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by
the independent Trustees with assistance from legal counsel to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on April 27, 2021 and June 10, 2021, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 10, 2021.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A. | Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers |
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers
who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board noted an accounting matter that required that certain historical financial statements for the Fund be restated in 2020 and that certain shareholders be reimbursed for transactions made at incorrect net asset values, and considered information regarding steps Invesco Advisers took and continues to take to remediate the matter. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a description of Invesco Advisers’ business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the increased remote working environment resulting from the novel coronavirus (“COVID-19”) pandemic. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers has been able to effectively manage, operate and oversee the Invesco Funds through the challenging COVID-19 pandemic period. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the
28 Invesco SteelPath MLP Income Fund
Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.
B. | Fund Investment Performance |
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2020 to the performance of funds in the Broadridge performance universe and against the Alerian MLP Infrastructure Index (Index). The Board noted that performance of Class A shares of the Fund was in the second quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one, three and five year periods. The Board acknowledged limitations regarding the Broadridge data, in particular that the Lipper category includes funds taxed as traditional mutual funds as well as those taxed as C-corporations (such as the Fund) and discussed how such taxation status can impact relative performance. The Board considered that the Fund was created in connection with Invesco Ltd.’s acquisition of OppenheimerFunds, Inc. and its subsidiaries (the “Transaction”) and that the Fund’s performance prior to the closing of the Transaction on May 24, 2019 is that of its predecessor fund. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.
C. | Advisory and Sub-Advisory Fees and Fund Expenses |
The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was reasonably comparable to the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.
The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.
The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.
The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.
D. | Economies of Scale and Breakpoints |
The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund 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 also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco
Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity
E. | Profitability and Financial Resources |
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and noted that such methodology had recently been reviewed and enhanced. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.
F. | Collateral Benefits to Invesco Advisers and its Affiliates |
The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.
The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used by Invesco Advisers or the Affiliated
29 Invesco SteelPath MLP Income Fund
Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.
The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.
The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.
30 Invesco SteelPath MLP Income Fund
The address of each trustee and officer is AIM Investment Funds (Invesco Investment Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Interested Trustee | ||||||||
Martin L. Flanagan1 – 1960 Trustee and Vice Chair | 2007 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly IVZ Inc.) (holding company), Invesco Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization) | 186 | None |
1 | Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser. |
T-1 Invesco SteelPath MLP Income Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees | ||||||||
Christopher L. Wilson – 1957 Trustee and Chair | 2017 | Retired
Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and consulting firm); President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments | 186 | Director, ISO New England, Inc. (non-profit organization managing regional electricity market)
Formerly: enaible, Inc. (artificial intelligence technology) | ||||
Beth Ann Brown – 1968 Trustee | 2019 | Independent Consultant
Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds | 186 | Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non-profit); and President and Director of Grahamtastic Connection (non-profit) | ||||
Cynthia Hostetler – 1962 Trustee | 2017 | Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Director, Aberdeen Investment Funds (4 portfolios); Director, Artio Global Investment LLC (mutual fund complex); Director, Edgen Group, Inc. (specialized energy and infrastructure products distributor); Director, Genesee & Wyoming, Inc. (railroads): Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP | 186 | Resideo Technologies (smart home technology); Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Textainer Group Holdings, (shipping container leasing company);Investment Company Institute (professional organization); Independent Directors Council (professional organization); Eisenhower Foundation (non-profit) | ||||
Eli Jones – 1961 Trustee | 2016 | Professor and Dean Emeritus, Mays Business School—Texas A&M University
Formerly: Dean, Mays Business School-Texas A&M University: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank | 186 | Insperity, Inc. (formerly known as Administaff) (human resources provider): First Financial Bancorp (regional bank) | ||||
Elizabeth Krentzman – 1959 Trustee | 2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management—Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management – Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP; and Trustee of certain Oppenheimer Funds | 186 | Trustee of the University of Florida National Board Foundation; Member of the Cartica Funds Board of Directors (private investment funds)
Formerly: Member of the University of Florida Law Center Association, Inc. Board of Trustees , Audit Committee, Membership Committee | ||||
Anthony J. LaCava, Jr. – 1956 Trustee | 2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 186 | Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP |
T-2 Invesco SteelPath MLP Income Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees—(continued) | ||||||||
Prema Mathai-Davis – 1950 Trustee | 2001 | Retired
Formerly: Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor); Trustee of YWCA Retirement Fund; CEO of YWCA of the USA; Board member of the NY Metropolitan Transportation Authority; Commissioner of the NYC Department of Aging; Board member of Johns Hopkins Bioethics Institute | 186 | None | ||||
Joel W. Motley – 1952 Trustee | 2019 | Director of Office of Finance, Federal Home Loan Bank System; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization)
Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; Director of Columbia Equity Financial Corp. (privately held financial advisor); and Member of the Vestry of Trinity Church Wall Street | 186 | Member of Board of Trust for Mutual Understanding (non-profit promoting the arts and environment): Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
Teresa M. Ressel – 1962 Trustee | 2017 | Non-executive director and trustee of a number of public and private business corporations
Formerly: Chief Executive Officer, UBS Securities LLC (investment banking); Chief Operating Officer, UBS AG Americas (investment banking); Sr. Management Team Olayan America, The Olayan Group (international investor/commercial/industrial); Assistant Secretary for Management & Budget and Designated Chief Financial Officer, U.S. Department of Treasury; Director, Atlantic Power Corporation (power generation company) and ON Semiconductor Corporation (semiconductor manufacturing) | 186 | Formerly: Elucida Oncology (nanotechnology & medical particles company) | ||||
Ann Barnett Stern – 1957 Trustee | 2017 | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President , Texas Children’s Hospital; Vice President, General Counsel and Corporate Compliance Officer, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP and Andrews & Kurth LLP | 186 | Director and Audit Committee Member of Federal Reserve Bank of Dallas; Trustee and Board Chair of Holdsworth Center, Good Reason Houston (nonprofit); Trustee, Vice Chair, Chair of Nomination/Governance Committee, Chair of Personnel Committee of Holdsworth Center (nonprofit); Trustee and Investment Committee member of University of Texas Law School Foundation (nonprofit); Board Member of Greater Houston Partnershi | ||||
Robert C. Troccoli – 1949 Trustee | 2016 | Retired
Formerly: Adjunct Professor, University of Denver – Daniels College of Business; and Managing Partner, KPMG LLP | 186 | None | ||||
Daniel S. Vandivort – 1954 Trustee | 2019
| President, Flyway Advisory Services LLC (consulting and property management) | 186 | Formerly: Trustee, Board of Trustees, Treasurer and Chairman of the Audit Committee, Huntington Disease Foundation of America; Trustee and Governance Chair, of certain Oppenheimer Funds |
T-3 Invesco SteelPath MLP Income Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Independent Trustees—(continued) | ||||||||
James D. Vaughn – 1945 Trustee | 2019 | Retired
Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds | 186 | Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit) | ||||
Officers | ||||||||
Sheri Morris – 1964 President and Principal Executive Officer | 1999 | Head of Global Fund Services, Invesco Ltd.; President and Principal Executive Officer, The Invesco Funds;Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; and Vice President, OppenheimerFunds, Inc.
Formerly: Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds; Vice President and Assistant Vice President, Invesco Advisers, Inc.; Assistant Vice President, Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) | N/A | N/A | ||||
Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary | 2018 | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Vice President, OppenheimerFunds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, OFI Global Institutional, Inc.; Secretary and Vice President, OFI SteelPath, Inc.; Secretary and Vice President, Oppenheimer Acquisition Corp.; Secretary and Vice President, Shareholder Services, Inc.; Secretary and Vice President, Trinity Investment Management Corporation
Formerly: Senior Vice President, Invesco Distributors, Inc.; Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.;Secretary, Sovereign G./P. Holdings Inc.; and Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC | N/A | N/A |
T-4 Invesco SteelPath MLP Income Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Officers—(continued) | ||||||||
Andrew R. Schlossberg – 1974 Senior Vice President | 2019 | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management)
Formerly: Director, President and Chairman, Invesco Insurance Agency, Inc.; Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC | N/A | N/A | ||||
John M. Zerr – 1962 Senior Vice President | 2006 | Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Manager, Invesco Specialized Products, LLC; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; President, Trimark Investments Ltd./Placements Trimark Ltée; and Director and Chairman, Invesco Trust Company
Formerly: Director and Senior Vice President, Invesco Insurance Agency, Inc.; Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) | N/A | N/A |
T-5 Invesco SteelPath MLP Income Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other During Past 5 | ||||
Officers—(continued) | ||||||||
Gregory G. McGreevey – 1962 Senior Vice President | 2012 | Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; Senior Vice President, The Invesco Funds; President, SNW Asset Management Corporation and Invesco Managed Accounts, LLC; Chairman and Director, Invesco Private Capital, Inc.; Chairman and Director, INVESCO Private Capital Investments, Inc;. Chairman and Director, INVESCO Realty, Inc.; and Senior Vice President, Invesco Group Services, Inc.
Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds | N/A | N/A | ||||
Adrien Deberghes – 1967 Principal Financial Officer, Treasurer and Vice President | 2020 | Head of the Fund Office of the CFO and Fund Administration; Vice President, Invesco Advisers, Inc.; Principal Financial Officer, Treasurer and Vice President, The Invesco Funds; Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust
Formerly: Senior Vice President and Treasurer, Fidelity Investments | N/A | N/A | ||||
Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer | 2013 | Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc. | N/A | N/A | ||||
Todd F. Kuehl – 1969 Chief Compliance Officer and Senior Vice President | 2020 | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer and Senior Vice President, The Invesco Funds
Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser) | N/A | N/A | ||||
Michael McMaster – 1962 Chief Tax Officer, Vice President and Assistant Treasurer | 2020 | Head of Global Fund Services Tax; Chief Tax Officer, Vice President and Assistant Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc.; Assistant Treasurer, Invesco Capital Management LLC, Assistant Treasurer and Chief Tax Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Specialized Products, LLC
Formerly: Senior Vice President – Managing Director of Tax Services, U.S. Bank Global Fund Services (GFS) | N/A | N/A |
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s Statement of Additional Information for information on the Fund’s sub-advisers.
Office of the Fund
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Counsel to the Fund
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7018
Investment Adviser
Invesco Advisers, Inc.
1555 Peachtree Street, N.E.
Atlanta, GA 30309
Counsel to the Independent Trustees
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001
Distributor
Invesco Distributors, Inc.
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Transfer Agent
Invesco Investment Services, Inc.
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Auditors
PricewaterhouseCoopers LLP
1000 Louisiana Street, Suite 5800
Houston, TX 77002-5021
Custodian
UMB Bank N.A.,
1010 Grand Boulevard
Kansas City, MO 64106
T-6 Invesco SteelPath MLP Income Fund
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Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.
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Invesco mailing information
Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/corporate/about-us/esg. The information is also available on the SEC website, sec.gov.
Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
SEC file numbers: 811-05426 and 033-19338 | Invesco Distributors, Inc. | O-SPMI-AR-1 |
Annual Report to Shareholders | November 30, 2021 |
Invesco SteelPath MLP Select 40 Fund |
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Nasdaq: |
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A: MLPFX ∎ C: MLPEX ∎ R: SPMWX ∎ Y: MLPTX ∎ R5: SPMVX ∎ R6: OSPSX |
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T-1 |
Management’s Discussion of Fund Performance
Performance summary | ||||
For the fiscal year ended November 30, 2021, Class A shares of Invesco SteelPath MLP Select 40 Fund (the Fund), at net asset value (NAV), outperformed the S&P 500® Index. Your Fund’s long-term performance appears later in this report. |
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Fund vs. Indexes | ||||
Total returns, 11/30/20 to 11/30/21, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance. |
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Class A Shares | 40.08 | % | ||
Class C Shares | 38.77 | |||
Class R Shares | 39.69 | |||
Class Y Shares | 40.47 | |||
Class R5 Shares | 40.53 | |||
Class R6 Shares | 40.65 | |||
S&P 500 Index | 27.92 | |||
Alerian MLP Index | 38.75 | |||
Source(s): RIMES Technologies Corp. |
The Fund’s Class A shares (without sales charge) produced a total return of 40.08% during the fiscal year. In comparison, master limited partnerships (MLPs), as measured by the Alerian MLP Index (AMZ), generated a total return of 38.75% over the same period. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax. During the same period, the S&P 500 Index produced a total return of 27.92%.
During the fiscal year the energy markets rebounded from the early 2020 brief market share battle between Saudi Arabia and Russia and the much more impactful effort to contain the spread of COVID-19, which had significantly disrupted global demand for petroleum products. While energy sector equity prices have yet to fully recover from the doldrums of 2020, commodity prices now exceed 2019 averages. In fact, a number of energy market commentators now forecast a sustained period of higher prices as global oil and gas investment remains tepid but demand continues to rebound. Similarly, expectations for US production growth have also been lifting from the widely held expectation of flat production for the foreseeable future. While a return to domestic volume growth should aid midstream cash flows, we believe public producers will maintain a focus on free cash flow rather than seek rapid production growth, which we believe would result in more moderate growth than previous periods of similarly strong pricing.
Over the fiscal year, we estimate approximately $1 billion of new equity supply entered the market through secondary offerings, initial public offerings, preferred offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. Midstream companies raised approximately $19 billion of debt capital during the
period. Most midstream MLPs pay out substantial distributions to investors and, therefore, have historically raised external capital to fund larger growth projects or acquisitions. However, in recent years most sector participants have adjusted their business models to self-fund the equity portion of their investment plans.
Macro Review
West Texas Intermediate (WTI) crude oil prices ended the fiscal year at $66.18 per barrel, up 46% over the year, while global crude prices, as measured by Brent crude oil, traded 48% higher over the fiscal year. Henry Hub natural gas prices exited November 2021 at $4.57 per million British thermal units (mmbtu), up 58% over the reporting period, after hitting an intra-period high of $6.46 per mmbtu driven by strong export demand and below normal inventories. Regional price differentials improved in the Permian basin where new pipeline capacity eased congestion. Conversely, natural gas pricing in Appalachia weakened further as basin production has been near available takeaway capacity.
Mont Belvieu natural gas liquids (NGL) prices ended the fiscal year at $38.31 per barrel, a 77% increase over the previous fiscal year. Pricing for NGL purity products was strong across the board, with butane trading the strongest and natural gasoline the least robust. Frac spreads, a measure of natural gas processing economics, ended the period at $0.51 per gallon, up 96% over the fiscal year. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.
The yield curve steepened over the fiscal year as medium- and long-term rates rose more than the yields on shorter-dated maturities. The 10-year Treasury yield rose by 61 basis points to end the period at 1.45%. The MLP yield spread at fiscal year-end, as measured by the AMZ and the 10-year Treasury bond, narrowed by 365 basis points to 6.82%.
Over the fiscal year, real estate investment trusts (REITs) and utilities, two competing yield-oriented equity asset classes, posted total returns of 32.12% (as measured by the Dow Jones Equity REIT Total Return Index) and 7.40% (as measured by the Dow Jones Utility Average Index), respectively, as compared to the AMZ’s 38.75% total return for MLPs. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, increased over the period but remained well below the ten-year average.
Subsector Review
Performance for all subsectors in the midstream, or energy infrastructure, MLP asset class was positive over the fiscal year. On average, sector participants in the Other subsector, which includes fuel distribution companies, provided the best performance over the fiscal year, as fuel margins expanded and volumes improved after the declines associated with reduced economic activity due to COVID-19. The Gathering and Processing subsector also had positive performance supported by rebounding production volumes, strong natural gas liquids pricing, and robust processing economics.
The Propane subsector experienced the weakest performance over the fiscal year given its modest exposure to resumed production growth and generally lower market beta. On average the Natural Gas Pipeline subsector also lagged, while still generating an average return of 19%, as the subsector was generally less impacted by the equity price weakness during the COVID-driven market volatility during the prior fiscal year.
Fund Review
Key contributors to the Invesco SteelPath MLP Select 40 Fund were Targa Resources Corp. (NYSE: TRGP) and MPLX, LP (NYSE: MPLX).
TRGP outperformed over the fiscal year after reporting strong financial results bolstered by favorable commodity prices and increasing volumes on its asset footprint. The favorable operating environment allowed the company to increase its 2021 cash flow guidance by approximately 5% and reduce its leverage target from 4.0x to 3.5x for the year. With a fortified balance sheet, robust financial flexibility, and attractive gathering and processing footprint in the Permian to feed its downstream assets, we believe the company is well positioned to resume returning cash to investors in 2022.
MPLX outperformed over the fiscal year after reporting better than expected financial results and affirming an ongoing bias toward unit repurchases supported by the expectation of generating excess cash after capital expenditures and distributions in 2021. We believe MPLX holds an attractive, diversified
2 Invesco SteelPath MLP Select 40 Fund
portfolio of midstream energy infrastructure and logistics assets that include a network of crude oil and refined product pipelines and terminals, an inland marine business, crude oil and natural gas gathering systems and pipelines, as well as natural gas and NGL processing and fractionation facilities. With a strong natural gas and natural gas liquids position in Appalachia, we expect MPLX will continue to advance its strategy of creating integrated crude oil and natural gas logistics systems from the Permian to the Gulf Coast.
Key detractors from the Invesco SteelPath MLP Select 40 Fund were Westlake Chemical Partners, LP (NYSE: WLKP) and Enterprise Products Partners, LP (NYSE: EPD).
WLKP underperformed over the fiscal year despite improvements in the medium-term supply-demand outlook caused by Winter Storm Uri which curtailed industry production in Texas, but only had a limited impact on WLKP’s asset base in Louisiana. Further, the partnership’s take-or-pay contract structure protects it from downtime at the Lake Charles facilities. With a strong platform built on modest commodity exposure (i.e., 95% fee based) and the parent’s dependence on the partnership for ethylene production, WLKP remains the cornerstone of an ambitious plan to increase scale and cash flow via organic growth, drop downs/M&A, and margin increases.
EPD underperformed over the fiscal year despite reporting strong financial and operating results. The company’s robust free cash flow profile has created an expectation that a significant unit repurchase plan is eminent. The absence of such an announcement with financial results likely contributed to the unit’s underperformance. We believe EPD’s predominantly fee-based cash flows and strong balance sheet provides a resilient business profile. In our view, the partnership continues to maintain excellent distribution coverage, a solid balance sheet, and minimal external capital needs.
Outlook
We believe the midstream energy sector is well-positioned to provide a healthy total return experience going forward in a steady production environment, and upside optionality if production growth resumes. Most sector participants offer robust cash distributions that are substantially higher than other yielding equity classes. In addition, sector valuations are attractive and well below historic ranges and most sector participants are burdened with lower capital spending obligations and carry healthier distribution coverage metrics than historic levels, which should enable further deleveraging as well as equity repurchases. Should substantial volume growth return, the
sector’s asset base carries strong operating leverage to allow growth with minimal or reduced capital expenditure.
All data, unless otherwise noted, sourced from Bloomberg LP as of 11/30/21.
Remediation Plan for Certain Shareholders Impacted by Restatement of NAVs Between December 2014 and March 2020
In 2020, the Fund determined that the valuation allowance related to the deferred tax asset included in the calculation of the net asset value per share (“NAV”) upon which shareholders transacted had not been properly accounted for during the period that included days from December 1, 2014 through March 6, 2020 (the “overstatement period”). That determination resulted in the correction of the Fund’s NAV during certain days of the overstatement period.
Invesco developed a remediation plan that resulted in payments by Invesco to shareholders negatively impacted by the overstatement of the NAV during the overstatement period, and Invesco engaged a third-party firm to assist with its implementation. Distributions to impacted shareholders occurred in the fourth quarter of 2021.
Portfolio Managers
Stuart Cartner
Brian Watson
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. and its affiliates. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and, if applicable, index disclosures later in this report.
3 Invesco SteelPath MLP Select 40 Fund
Your Fund’s Long-Term Performance
1 Source: RIMES Technologies Corp.
Past performance cannot guarantee future results.
The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including
management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;
performance of a market index does not. Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
4 Invesco SteelPath MLP Select 40 Fund
Average Annual Total Returns | ||||
As of 11/30/21, including maximum applicable sales charges | ||||
Class A Shares | ||||
Inception (3/31/10) | 2.20 | % | ||
10 Years | 0.88 | |||
5 Years | -1.96 | |||
1 Year | 32.47 | |||
Class C Shares | ||||
Inception (7/14/11) | 0.91 | % | ||
10 Years | 0.87 | |||
5 Years | -1.61 | |||
1 Year | 37.77 | |||
Class R Shares | ||||
10 Years | 1.22 | % | ||
5 Years | -1.07 | |||
1 Year | 39.69 | |||
Class Y Shares | ||||
Inception (3/31/10) | 2.98 | % | ||
10 Years | 1.72 | |||
5 Years | -0.58 | |||
1 Year | 40.47 | |||
Class R5 Shares | ||||
10 Years | 1.55 | % | ||
5 Years | -0.66 | |||
1 Year | 40.53 | |||
Class R6 Shares | ||||
Inception (6/28/13) | -0.67 | % | ||
5 Years | -0.52 | |||
1 Year | 40.65 |
Effective after the close of business on May 24, 2019, Class A, Class C, Class Y and Class I shares of the Oppenheimer SteelPath MLP Select 40 Fund (the predecessor fund), were reorganized into Class A, Class C, Class Y and Class R6 shares, respectively, of the Invesco Oppenheimer SteelPath MLP Select 40 Fund. Note: The Fund was subsequently renamed the Invesco SteelPath MLP Select 40 Fund (the Fund). Returns shown above, for periods ending on or prior to May 24, 2019, for Class A, Class C, Class Y and Class R6 shares are those for Class A, Class C, Class Y and Class I shares of the predecessor fund. Share class returns will differ from the predecessor fund because of different expenses.
Class R and R5 shares incepted after the close of business on May 24, 2019. Performance shown on and prior to that date is that of the predecessor fund’s Class A shares at net asset value and includes the 12b-1fees applicable to Class A shares.
The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/performance for the most
recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
Class A share performance reflects the maximum 5.50% sales charge, and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved.
The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower.
See current prospectus for more information.
5 Invesco SteelPath MLP Select 40 Fund
Invesco SteelPath MLP Select 40 Fund’s investment objective is to seek total return.
• | Unless otherwise stated, information presented in this report is as of November 30, 2021, and is based on total net assets. |
• | Unless otherwise noted, all data is provided by Invesco. |
• | To access your Fund’s reports/prospectus, visit invesco.com/fundreports. |
About indexes used in this report
• | The S&P 500® Index is an unmanaged index considered representative of the US stock market. |
• | The Alerian MLP Index is designed to capture the performance of energy master limited partnerships (MLPs). |
• | The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es). |
• | A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not. |
This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
6 Invesco SteelPath MLP Select 40 Fund
Fund Information
Portfolio Composition | ||||
By Sector | % of total net assets | |||
Gathering & Processing | 35.45 | % | ||
Other Energy | 26.43 | |||
Petroleum Pipeline Transportation | 20.81 | |||
Diversified | 10.45 | |||
Natural Gas Pipeline Transportation | 6.61 | |||
Production & Mining | 0.24 | |||
Terminalling & Storage | 0.03 | |||
Other Assets Less Liabilities | (0.02) | |||
Top 10 Master Limited Partnership and Related Entity Holdings* | ||||
% of total net assets | ||||
1. MPLX L.P. | 7.06 | % | ||
2. Energy Transfer L.P. | 6.61 | |||
3. Westlake Chemical Partners L.P. | 6.15 | |||
4. Sunoco L.P. | 5.03 | |||
5. Targa Resources Corp. | 4.81 | |||
6. Williams Cos., Inc. | 4.68 | |||
7. Magellan Midstream Partners L.P. | 4.60 | |||
8. EnLink Midstream LLC | 4.56 | |||
9. Western Midstream Partners L.P. | 4.52 | |||
10.Enterprise Products Partners L.P. | 4.40 | |||
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security. * Excluding money market fund holdings, if any. Data presented here are as of November 30, 2021. |
|
7 Invesco SteelPath MLP Select 40 Fund
November 30, 2021
Units | Value | |||||||
Master Limited Partnerships And Related Entities–98.94% |
| |||||||
Diversified–10.45% | ||||||||
Chevron Corp. | 139 | $ | 15,723 | |||||
Enterprise Products Partners L.P. | 3,374,761 | 72,186,138 | ||||||
TC Energy Corp.(a) | 473,931 | 22,232,103 | ||||||
Williams Cos., Inc. | 2,865,311 | 76,761,682 | ||||||
171,195,646 | ||||||||
Gathering & Processing–35.45% | ||||||||
Antero Midstream Corp. | 7,258,017 | 70,475,345 | ||||||
Archrock, Inc. | 6,829,561 | 50,470,456 | ||||||
Crestwood Equity Partners L.P. | 101,000 | 2,581,560 | ||||||
DCP Midstream L.P. | 42,978 | 1,131,611 | ||||||
EnLink Midstream LLC | 11,482,715 | 74,752,475 | ||||||
Equitrans Midstream Corp. | 7,470,694 | 71,868,073 | ||||||
Hess Midstream L.P., Class A | 1,450,099 | 35,904,451 | ||||||
MPLX L.P. | 3,950,168 | 115,779,424 | ||||||
Summit Midstream Partners L.P.(b) | 175,442 | 5,242,193 | ||||||
Targa Resources Corp. | 1,526,763 | 78,826,774 | ||||||
Western Midstream Partners L.P. | 3,848,997 | 74,016,219 | ||||||
581,048,581 | ||||||||
Natural Gas Pipeline Transportation–6.61% | ||||||||
Energy Transfer L.P. | 12,862,434 | 108,301,696 | ||||||
Other Energy–25.35% | ||||||||
Arko Corp.(b) | 2,169,234 | 20,455,877 | ||||||
CrossAmerica Partners L.P.(c) | 2,514,660 | 49,966,294 | ||||||
CSI Compressco L.P. | 5,175,550 | 6,262,416 | ||||||
CSI COMPRESSCO L.P., PIPE(d) | 5,555,555 | 6,049,999 | ||||||
GasLog Partners L.P.(a) | 1,182,985 | 5,370,752 | ||||||
Global Partners L.P.(c) | 2,242,644 | 51,042,578 | ||||||
Suburban Propane Partners L.P. | 175,144 | 2,529,079 | ||||||
Sunoco L.P. | 2,149,119 | 82,504,678 | ||||||
Teekay LNG Partners L.P.(a) | 1,549,671 | 26,235,930 | ||||||
USA Compression Partners L.P. | 4,380,689 | 64,352,321 | ||||||
Westlake Chemical Partners L.P.(c) | 4,350,768 | 100,720,279 | ||||||
415,490,203 | ||||||||
Petroleum Pipeline Transportation–20.81% | ||||||||
Delek Logistics Partners L.P. | 143,200 | 6,078,840 | ||||||
Genesis Energy L.P.(c) | 6,243,966 | 63,001,617 | ||||||
Holly Energy Partners L.P. | 2,324,219 | 38,953,910 | ||||||
Magellan Midstream Partners L.P. | 1,625,575 | 75,394,169 | ||||||
NGL Energy Partners L.P.(c) | 7,304,972 | 14,902,143 | ||||||
NuStar Energy L.P. | 4,669,707 | 65,375,898 | ||||||
PBF Logistics L.P. | 920,761 | 10,432,222 | ||||||
Phillips 66 Partners L.P. | 497,610 | 17,137,688 | ||||||
Plains All American Pipeline L.P. | 5,361,000 | 49,857,300 | ||||||
Plains GP Holdings L.P., Class A | 1,000 | 10,000 | ||||||
341,143,787 |
Units | Value | |||||||
Production & Mining–0.24% | ||||||||
Alliance Resource Partners L.P. | 386,938 | $ | 3,958,376 | |||||
Terminalling & Storage–0.03% | ||||||||
Martin Midstream Partners L.P. | 190,345 | 525,352 | ||||||
Total Master Limited Partnerships And Related Entities |
| 1,621,663,641 | ||||||
Preferred Master Limited Partnerships And Related Entities–1.08% |
| |||||||
Other Energy–1.08% | ||||||||
Global Partners L.P., 9.50%(c)(e) | 100,000 | 2,687,000 | ||||||
Global Partners L.P., | 574,954 | 14,943,055 | ||||||
Total Preferred Master Limited Partnerships And Related Entities |
| 17,630,055 | ||||||
TOTAL INVESTMENTS IN SECURITIES–100.02% |
| 1,639,293,696 | ||||||
OTHER ASSETS LESS LIABILITIES–(0.02)% |
| (332,188 | ) | |||||
NET ASSETS–100% |
| $ | 1,638,961,508 |
Investment Abbreviations:
LIBOR | – London Interbank Offered Rate |
PIPE | – Private Investment in Public Equity |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
8 Invesco SteelPath MLP Select 40 Fund
Notes to Schedule of Investments:
(a) | Foreign security denominated in U.S. dollars. |
(b) | Non-income producing. |
(c) | Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the fiscal year ended November 30, 2021, 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: |
Value November 30, 2020 | Change in Unrealized | Value November 30, 2021 | Dividends and Distributions | |||||||||||||||||||||||||||||||||
Purchases at cost | Proceeds from Sales | Realized Gain (Loss) | Return of Capital | Capital Gains | Income | |||||||||||||||||||||||||||||||
MLP Investments and Related Entities | ||||||||||||||||||||||||||||||||||||
CrossAmerica Partners L.P. | $ | 44,815,272 | $ | — | $ | (1,940,000 | ) | $ | 798,500 | $ | 11,730,808 | $ | 49,966,294 | $ | (5,438,286 | ) | $ | — | $ | — | ||||||||||||||||
CSI Compressco L.P.i | 4,709,750 | — | — | — | 1,748,795 | 6,262,416 | (196,129 | ) | 10,893 | — | ||||||||||||||||||||||||||
Genesis Energy L.P. | 44,289,756 | — | (5,571,888 | ) | (14,889,689 | ) | 43,067,113 | 63,001,617 | (3,893,675 | ) | 59,117 | — | ||||||||||||||||||||||||
Global Partners L.P. | 44,873,401 | — | (9,538,863 | ) | 7,039,568 | 14,129,899 | 51,042,578 | (5,461,427 | ) | — | — | |||||||||||||||||||||||||
Hess Midstream L.P.i | 31,885,965 | 6,504,665 | (14,186,125 | ) | 4,548,005 | 8,826,416 | 35,904,451 | (1,674,475 | ) | — | 1,332,949 | |||||||||||||||||||||||||
NGL Energy Partners L.P. | 15,924,839 | — | — | — | (1,022,696 | ) | 14,902,143 | — | — | — | ||||||||||||||||||||||||||
Nustar Energy L.P.i | 77,983,394 | 4,977,980 | (24,534,148 | ) | (24,142,616 | ) | 39,050,891 | 65,375,898 | (7,959,603 | ) | 47,623 | — | ||||||||||||||||||||||||
USA Compression Partnersi | 71,270,763 | — | (25,923,659 | ) | 7,373,519 | 22,463,160 | 64,352,321 | (10,831,462 | ) | — | — | |||||||||||||||||||||||||
Westlake Chemical Partners | 110,504,783 | — | (22,145,980 | ) | 7,427,735 | 13,772,260 | 100,720,279 | (8,838,519 | ) | — | — | |||||||||||||||||||||||||
Preferred MLP Investments and Related Entities | ||||||||||||||||||||||||||||||||||||
Global Partners L.P.—Preferred | 14,632,579 | — | — | — | 310,476 | 14,943,055 | — | — | 1,401,450 | |||||||||||||||||||||||||||
Global Partners L.P.—Preferred | — | 2,500,000 | — | — | 187,000 | 2,687,000 | — | — | 152,400 | |||||||||||||||||||||||||||
$ | 460,890,502 | $ | 13,982,645 | $ | (103,840,663 | ) | $ | (11,844,978 | ) | $ | 154,264,122 | $ | 469,158,052 | $ | (44,293,576 | ) | $ | 117,633 | $ | 2,886,799 |
i. | As of November 30, 2021, the security was not considered as an affiliate of the Fund. |
(d) | Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The value of this security at November 30, 2021 represented less than 1% of the Fund’s Net Assets. |
(e) | Perpetual security. Maturity date is not applicable. |
(f) | 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). |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
9 Invesco SteelPath MLP Select 40 Fund
Statement of Assets and Liabilities
November 30, 2021
Assets: | ||||
Investments in unaffiliated securities, at value | $ | 1,342,030,730 | ||
Investments in affiliates | 297,262,966 | |||
Receivable For: | ||||
Investments sold | 47,420,134 | |||
Fund shares sold | 1,709,803 | |||
Dividends | 195 | |||
Investment for trustee deferred compensation and retirement plans | 128,546 | |||
Prepaid state income tax | 130,401 | |||
AMT credit carryforward | 26,932 | |||
Other assets | 169,682 | |||
Total assets | 1,688,879,389 | |||
Liabilities: | ||||
Payables for: | ||||
Fund shares reacquired | 2,524,122 | |||
Amount due custodian | 45,047,030 | |||
Accrued fees to affiliates | 1,638,247 | |||
Accrued interest expense | 32,557 | |||
Accrued trustees’ and officers’ fees and benefits | 5,049 | |||
Accrued other operating expenses | 542,330 | |||
Trustee deferred compensation and retirement plans | 128,546 | |||
Total liabilities | 49,917,881 | |||
Net assets applicable to shares outstanding | $ | 1,638,961,508 | ||
Net Assets consist of: | ||||
Shares of beneficial | $ | 2,112,157,970 | ||
Distributable earnings (loss), net of taxes | (473,196,462 | ) | ||
$ | 1,638,961,508 |
Net Assets: | ||||
Class A | $ | 287,739,500 | ||
Class C | $ | 187,341,025 | ||
Class R | $ | 1,681,124 | ||
Class Y | $ | 923,219,664 | ||
Class R5 | $ | 7,227 | ||
Class R6 | $ | 238,972,968 | ||
Shares outstanding, no par value, with an unlimited number of shares authorized: |
| |||
Class A | 53,547,656 | |||
Class C | 39,076,451 | |||
Class R | 314,884 | |||
Class Y | 162,669,262 | |||
Class R5 | 1,332 | |||
Class R6 | 41,734,278 | |||
Class A: | ||||
Net asset value per share | $ | 5.37 | ||
Maximum offering price per share | ||||
(net asset value $5.37 ÷ 94.50%) | $ | 5.68 | ||
Class C: | ||||
Net asset value and offering price per share | $ | 4.79 | ||
Class R: | ||||
Net asset value and offering price per share | $ | 5.34 | ||
Class Y: | ||||
Net asset value and offering price per share | $ | 5.68 | ||
Class R5: | ||||
Net asset value and offering price per share | $ | 5.43 | ||
Class R6: | ||||
Net asset value and offering price per share | $ | 5.73 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
10 Invesco SteelPath MLP Select 40 Fund
Statement of Operations
For the year ended November 30, 2021
Investment Income: | ||||
Distributions and dividends ($2,886,799 income from affiliates) | $ | 143,917,018 | ||
Less: return of capital on distributions and dividends ($44,293,576 from affiliates) | (122,863,753 | ) | ||
Less: return of capital on distributions and dividends in excess of cost basis ($117,633 from affiliates) | (2,093,693 | ) | ||
Total investment income | 18,959,572 | |||
Expenses: | ||||
Advisory fees | 12,879,776 | |||
Administrative services fees | 689,080 | |||
Custodian fees | 125,645 | |||
Distribution Fees: | ||||
Class A | 694,694 | |||
Class C | 2,036,308 | |||
Class R | 3,033 | |||
Transfer agent fees — A, C, R and Y | 2,188,666 | |||
Transfer agent fees — R5 | 1 | |||
Transfer agent fees — R6 | 32,985 | |||
Interest, facilities and maintenance fees | 617,771 | |||
State income tax expense | 775,669 | |||
Trustees’ and officers’ fees and benefits | 39,442 | |||
Registration and filing fees | 144,295 | |||
Reports to shareholders | 81,379 | |||
Professional services fees | 190,141 | |||
Other | 33,647 | |||
Total expenses, before waivers and deferred taxes | 20,532,532 | |||
Less: Fees Expenses reimbursed | (999,409 | ) | ||
Net expenses, before deferred taxes | 19,533,123 | |||
Net investment income (loss), before taxes | (573,551 | ) | ||
Net deferred tax expense | — | |||
Net investment income (loss), net of deferred taxes | (573,551 | ) | ||
Realized and unrealized gain (loss) from: | ||||
Net realized gain (loss) from: | ||||
Unaffiliated investment securities (net return of capital in excess of cost basis of $1,976,060) (includes net gains from securities sold to affiliates of $3,102,756) | (3,085 | ) | ||
Affiliated investment securities (net return of capital in excess of cost basis of $117,633) | (11,844,978 | ) | ||
Net deferred tax (expense) benefit | — | |||
Net realized gain (loss), net of deferred taxes | (11,848,063 | ) | ||
Net change in unrealized appreciation of: | ||||
Unaffiliated investment securities | 483,735,859 | |||
Affiliated investment securities | 154,264,122 | |||
Net deferred tax (expense) benefit | — | |||
Net change in unrealized appreciation, net of deferred taxes | 637,999,981 | |||
Net realized and unrealized gain, net of deferred taxes | 626,151,918 | |||
Net increase in net assets resulting from operations | $ | 625,578,367 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
11 Invesco SteelPath MLP Select 40 Fund
Statement of Changes in Net Assets
For the years ended November 30, 2021 and 2020
2021 | 2020 | |||||||
Operations: | ||||||||
Net investment income (loss), net of deferred taxes | $ | (573,551 | ) | $ | (8,732,540 | ) | ||
Net realized gain (loss), net of deferred taxes | (11,848,063 | ) | (265,051,634 | ) | ||||
Change in net unrealized appreciation (depreciation), net of deferred taxes | 637,999,981 | (323,387,506 | ) | |||||
Net increase (decrease) in net assets resulting from operations | 625,578,367 | (597,171,680 | ) | |||||
Distribution to shareholders from distributable earnings: | ||||||||
Class A | — | — | ||||||
Class C | — | — | ||||||
Class R | — | — | ||||||
Class Y | — | — | ||||||
Class R5 | — | — | ||||||
Class R6 | — | — | ||||||
Total distributions to shareholders from distributable earnings: | — | — | ||||||
Return of Capital: | ||||||||
Class A | (24,342,256 | ) | (29,191,963 | ) | ||||
Class C | (19,541,473 | ) | (30,713,954 | ) | ||||
Class R | (58,047 | ) | (38,940 | ) | ||||
Class Y | (84,016,653 | ) | (133,592,577 | ) | ||||
Class R5 | (618 | ) | (779 | ) | ||||
Class R6 | (27,169,169 | ) | (68,233,756 | ) | ||||
Total return of capital | (155,128,216 | ) | (261,771,969 | ) | ||||
Share transactions-net: | ||||||||
Class A | 22,373,009 | (6,242,315 | ) | |||||
Class C | (45,400,228 | ) | (33,032,833 | ) | ||||
Class R | 1,503,679 | (22,938 | ) | |||||
Class Y | (267,162,298 | ) | (164,002,892 | ) | ||||
Class R6 | (296,110,422 | ) | (164,816,723 | ) | ||||
Net (decrease) in net assets resulting from share transactions | (584,796,260 | ) | (368,117,701 | ) | ||||
Net (decrease) in net assets | (114,346,109 | ) | (1,227,061,350 | ) | ||||
Net assets: | ||||||||
Beginning of year | 1,753,307,617 | 2,980,368,967 | ||||||
End of year | $ | 1,638,961,508 | $ | 1,753,307,617 |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
12 Invesco SteelPath MLP Select 40 Fund
Years Ended November 30, | ||||||||||||||||||||
Class A | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 4.18 | $ | 6.14 | $ | 7.36 | $ | 8.13 | $ | 9.18 | ||||||||||
Net investment income (loss)(a) | (0.01 | ) | (0.03 | ) | (0.03 | ) | (0.08 | ) | (0.06 | ) | ||||||||||
Return of capital(a) | 0.28 | 0.35 | 0.43 | 0.46 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 1.38 | (1.69 | ) | (0.91 | ) | (0.44 | ) | (0.68 | ) | |||||||||||
Total from investment operations | 1.65 | (1.37 | ) | (0.51 | ) | (0.06 | ) | (0.34 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.46 | ) | (0.59 | ) | (0.59 | ) | (0.51 | ) | (0.58 | ) | ||||||||||
Dividends from net investment income | — | — | (0.12 | ) | (0.20 | ) | (0.13 | ) | ||||||||||||
Total distributions | (0.46 | ) | (0.59 | ) | (0.71 | ) | (0.71 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 5.37 | $ | 4.18 | $ | 6.14 | $ | 7.36 | $ | 8.13 | ||||||||||
Total return(b) | 40.08 | % | (21.63 | )% | (7.89 | )% | (1.06 | )% | (4.22 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 287,740 | $ | 205,529 | $ | 304,235 | $ | 392,897 | $ | 465,355 | ||||||||||
Portfolio turnover rate | 18 | % | 30 | % | 23 | % | 24 | % | 13 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.25 | % | 1.26 | % | 1.20 | % | 1.23 | % | 1.23 | % | ||||||||||
Expense (waivers) | (0.07 | )% | (0.07 | )% | (0.06 | )% | (0.10 | )%(c) | (0.12 | )%(c) | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(d) | 1.18 | % | 1.19 | % | 1.14 | % | 1.13 | % | 1.11 | % | ||||||||||
Deferred tax expense (benefit)(e) | — | % | — | % | — | % | 0.00 | % | (2.27 | )% | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.18 | % | 1.19 | % | 1.14 | % | 1.13 | % | (1.16 | )% | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | (0.21 | )% | (0.65 | )% | (0.45 | )% | (1.04 | )% | (1.04 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.15 | )% | (0.58 | )% | (0.39 | )% | (0.94 | )% | (0.92 | )% | ||||||||||
Deferred tax benefit (expense)(f) | — | % | — | % | — | % | — | % | 0.31 | % | ||||||||||
Ratio of net investment income (loss), after taxes | (0.15 | )% | (0.58 | )% | (0.39 | )% | (0.94 | )% | (0.61 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 - Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(d) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.10%, 1.10%, 1.10%, 1.10%, and 1.10%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(e) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
13 Invesco SteelPath MLP Select 40 Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class C | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 3.80 | $ | 5.69 | $ | 6.92 | $ | 7.74 | $ | 8.84 | ||||||||||
Net investment income (loss)(a) | (0.04 | ) | (0.05 | ) | (0.08 | ) | (0.13 | ) | (0.12 | ) | ||||||||||
Return of capital(a) | 0.25 | 0.32 | 0.40 | 0.46 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 1.24 | (1.57 | ) | (0.84 | ) | (0.44 | ) | (0.67 | ) | |||||||||||
Total from investment operations | 1.45 | (1.30 | ) | (0.52 | ) | (0.11 | ) | (0.39 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.46 | ) | (0.59 | ) | (0.59 | ) | (0.51 | ) | (0.58 | ) | ||||||||||
Dividends from net investment income | — | — | (0.12 | ) | (0.20 | ) | (0.13 | ) | ||||||||||||
Total distributions | (0.46 | ) | (0.59 | ) | (0.71 | ) | (0.71 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 4.79 | $ | 3.80 | $ | 5.69 | $ | 6.92 | $ | 7.74 | ||||||||||
Total return(b) | 38.77 | % | (22.13 | )% | (8.56 | )% | (1.79 | )% | (4.97 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 187,341 | $ | 186,444 | $ | 324,931 | $ | 427,772 | $ | 478,338 | ||||||||||
Portfolio turnover rate | 18 | % | 30 | % | 23 | % | 24 | % | 13 | % | ||||||||||
Ratios/supplemental data based on average net assets: |
| |||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 2.00 | % | 2.01 | % | 1.96 | % | 1.98 | % | 1.98 | % | ||||||||||
Expense (waivers) | (0.07 | )% | (0.07 | )% | (0.06 | )% | (0.10 | )%(c) | (0.12 | )%(c) | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(d) | 1.93 | % | 1.94 | % | 1.90 | % | 1.88 | % | 1.86 | % | ||||||||||
Deferred tax expense (benefit)(e) | — | % | — | % | — | % | — | % | (2.27 | )% | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 1.93 | % | 1.94 | % | 1.90 | % | 1.88 | % | (0.41 | )% | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | (0.96 | )% | (1.40 | )% | (1.21 | )% | (1.79 | )% | (1.79 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.90 | )% | (1.33 | )% | (1.15 | )% | (1.69 | )% | (1.67 | )% | ||||||||||
Deferred tax benefit (expense)(f) | — | % | — | % | — | % | — | % | 0.31 | % | ||||||||||
Ratio of net investment income (loss), after taxes | (0.90 | )% | (1.33 | )% | (1.15 | )% | (1.69 | )% | (1.36 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 - Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(d) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.85%, 1.85%, 1.86%, 1.85%, and 1.85%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(e) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
14 Invesco SteelPath MLP Select 40 Fund
Financial Highlights—(continued)
Years Ended November 30, | Period ended 2019(a) | |||||||||||
Class R | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 4.17 | $ | 6.13 | $ | 7.56 | ||||||
Net investment income (loss)(b) | (0.02 | ) | (0.04 | ) | (0.02 | ) | ||||||
Return of capital(b) | 0.29 | 0.35 | 0.20 | |||||||||
Net realized and unrealized gains (losses) | 1.36 | (1.68 | ) | (1.20 | ) | |||||||
Total from investment operations | 1.63 | (1.37 | ) | (1.02 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.46 | ) | (0.59 | ) | (0.34 | ) | ||||||
Dividends from net investment income | — | — | (0.07 | ) | ||||||||
Total distributions | (0.46 | ) | (0.59 | ) | (0.41 | ) | ||||||
Net asset value, end of period | $ | 5.34 | $ | 4.17 | $ | 6.13 | ||||||
Total return(c) | 39.69 | % | (21.66 | )% | (13.94 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 1,681 | $ | 248 | $ | 419 | ||||||
Portfolio turnover rate | 18 | % | 30 | % | 23 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.50 | % | 1.51 | % | 1.46 | %(d) | ||||||
Expense (waivers) | (0.07 | )% | (0.07 | )% | (0.06 | )%(d) | ||||||
With fee waiver and/or expense reimbursement, before taxes(e) | 1.43 | % | 1.44 | % | 1.40 | %(d) | ||||||
Deferred tax expense (benefit)(f) | — | % | — | % | — | %(d) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 1.43 | % | 1.44 | % | 1.40 | %(d) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss) before taxes | (0.46 | )% | (0.90 | )% | (0.71 | )%(d) | ||||||
Net of expense (waivers) and before deferred tax benefit (expense) | (0.40 | )% | (0.83 | )% | (0.65 | )%(d) | ||||||
Deferred tax benefit (expense)(g) | — | % | — | % | — | %(d) | ||||||
Ratio of net investment income (loss), after taxes | (0.40 | )% | (0.83 | )% | (0.65 | )%(d) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Annualized. |
(e) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.35%, 1.35%, 1.36% for the years ended November 30, 2021 and 2020, and the period ended November 30, 2019, respectively. |
(f) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(g) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
15 Invesco SteelPath MLP Select 40 Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class Y | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 4.39 | $ | 6.38 | $ | 7.61 | $ | 8.37 | $ | 9.40 | ||||||||||
Net investment income (loss)(a) | 0.01 | (0.02 | ) | (0.01 | ) | (0.06 | ) | (0.03 | ) | |||||||||||
Return of capital(a) | 0.30 | 0.37 | 0.45 | 0.46 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 1.44 | (1.75 | ) | (0.96 | ) | (0.45 | ) | (0.69 | ) | |||||||||||
Total from investment operations | 1.75 | (1.40 | ) | (0.52 | ) | (0.05 | ) | (0.32 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.46 | ) | (0.59 | ) | (0.59 | ) | (0.51 | ) | (0.58 | ) | ||||||||||
Dividends from net investment income | — | — | (0.12 | ) | (0.20 | ) | (0.13 | ) | ||||||||||||
Total distributions | (0.46 | ) | (0.59 | ) | (0.71 | ) | (0.71 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 5.68 | $ | 4.39 | $ | 6.38 | $ | 7.61 | $ | 8.37 | ||||||||||
Total return(b) | 40.47 | % | (21.26 | )% | (7.76 | )% | (0.91 | )% | (3.90 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 923,220 | $ | 936,181 | $ | 1,540,550 | $ | 1,679,094 | $ | 1,694,069 | ||||||||||
Portfolio turnover rate | 18 | % | 30 | % | 23 | % | 24 | % | 13 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 1.00 | % | 1.01 | % | 0.95 | % | 0.98 | % | 0.98 | % | ||||||||||
Expense (waivers) | (0.07 | )% | (0.07 | )% | (0.06 | )% | (0.10 | )%(c) | (0.12 | )%(c) | ||||||||||
With fee waiver and/or expense reimbursement, before taxes(d) | 0.93 | % | 0.94 | % | 0.89 | % | 0.88 | % | 0.86 | % | ||||||||||
Deferred tax expense (benefit)(e) | — | % | — | % | — | % | — | % | (2.27 | )% | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 0.93 | % | 0.94 | % | 0.89 | % | 0.88 | % | (1.41 | )% | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | 0.04 | % | (0.40 | )% | (0.20 | )% | (0.79 | )% | (0.79 | )% | ||||||||||
Net of expense (waivers) and before deferred tax benefit (expense) | 0.10 | % | (0.33 | )% | (0.14 | )% | (0.69 | )% | (0.67 | )% | ||||||||||
Deferred tax benefit (expense)(f) | — | % | — | % | — | % | 0.00 | % | 0.31 | % | ||||||||||
Ratio of net investment income (loss), after taxes | 0.10 | % | (0.33 | )% | (0.14 | )% | (0.69 | )% | (0.36 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 - Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Includes voluntary Transfer Agent waiver of 0.015% effective January 1, 2017 to December 31, 2017. |
(d) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.85%, 0.85%, 0.85%, 0.85%, and 0.85%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(e) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
16 Invesco SteelPath MLP Select 40 Fund
Financial Highlights—(continued)
Years Ended Novemver 30, | Period ended 2019(a) | |||||||||||
Class R5 | 2021 | 2020 | ||||||||||
Per share operating data | ||||||||||||
Net asset value, beginning of period | $ | 4.21 | $ | 6.15 | $ | 7.56 | ||||||
Net investment income (loss)(b) | 0.01 | (0.01 | ) | (0.00 | )(c) | |||||||
Return of capital(b) | 0.29 | 0.35 | 0.22 | |||||||||
Net realized and unrealized gains (losses) | 1.38 | (1.69 | ) | (1.22 | ) | |||||||
Total from investment operations | 1.68 | (1.35 | ) | (1.00 | ) | |||||||
Less: | ||||||||||||
Return of capital | (0.46 | ) | (0.59 | ) | (0.34 | ) | ||||||
Dividends from net investment income | — | — | (0.07 | ) | ||||||||
Total distributions | (0.46 | ) | (0.59 | ) | (0.41 | ) | ||||||
Net asset value, end of period | $ | 5.43 | $ | 4.21 | $ | 6.15 | ||||||
Total return(d) | 40.53 | % | (21.24 | )% | (13.67 | )% | ||||||
Net assets, end of period (000’s omitted) | $ | 7 | $ | 6 | $ | 8 | ||||||
Portfolio turnover rate | 18 | % | 30 | % | 23 | % | ||||||
Ratios/supplemental data based on average net assets: | ||||||||||||
Ratio of expenses: | ||||||||||||
Without fee waivers and/or expense reimbursements, before taxes | 0.86 | % | 0.87 | % | 0.84 | %(e) | ||||||
Expense (waivers) | — | % | — | % | — | %(e) | ||||||
With fee waiver and/or expense reimbursement, before taxes(f) | 0.86 | % | 0.87 | % | 0.84 | %(e) | ||||||
Deferred tax expense (benefit)(g) | — | % | — | % | — | %(e) | ||||||
With fee waivers and/or expense reimbursements, after taxes | 0.86 | % | 0.87 | % | 0.84 | %(e) | ||||||
Ratio of investment income (loss): | ||||||||||||
Ratio of net investment income (loss) before taxes | 0.17 | % | (0.26 | )% | (0.09 | )%(e) | ||||||
Net of expense (waivers) and before deferred tax benefit (expense) | 0.17 | % | (0.26 | )% | (0.09 | )%(e) | ||||||
Deferred tax benefit (expense)(h) | — | % | — | % | — | %(e) | ||||||
Ratio of net investment income (loss), after taxes | 0.17 | % | (0.26 | )% | (0.09 | )%(e) |
(a) | Commencement date after the close of business on May 24, 2019. |
(b) | 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. |
(c) | Less than $(0.005). |
(d) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(e) | Annualized. |
(f) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.78%, 0.78%, and 0.80% for the years ended, November 30, 2021 and 2020, and the period ended November 30, 2019, respectively |
(g) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(h) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
17 Invesco SteelPath MLP Select 40 Fund
Financial Highlights—(continued)
Years Ended November 30, | ||||||||||||||||||||
Class R6 | 2021 | 2020 | 2019 | 2018* | 2017* | |||||||||||||||
Per share operating data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 4.42 | $ | 6.42 | $ | 7.64 | $ | 8.39 | $ | 9.43 | ||||||||||
Net investment income (loss)(a) | 0.01 | (0.01 | ) | (0.00 | )(b) | (0.05 | ) | (0.03 | ) | |||||||||||
Return of capital(a) | 0.29 | 0.37 | 0.42 | 0.46 | 0.40 | |||||||||||||||
Net realized and unrealized gains (losses) | 1.47 | (1.77 | ) | (0.93 | ) | (0.45 | ) | (0.70 | ) | |||||||||||
Total from investment operations | 1.77 | (1.41 | ) | (0.51 | ) | (0.04 | ) | (0.33 | ) | |||||||||||
Less: | ||||||||||||||||||||
Return of capital | (0.46 | ) | (0.59 | ) | (0.59 | ) | (0.51 | ) | (0.58 | ) | ||||||||||
Dividends from net investment income | — | — | (0.12 | ) | (0.20 | ) | (0.13 | ) | ||||||||||||
Total distributions | (0.46 | ) | (0.59 | ) | (0.71 | ) | (0.71 | ) | (0.71 | ) | ||||||||||
Net asset value, end of period | $ | 5.73 | $ | 4.42 | $ | 6.42 | $ | 7.64 | $ | 8.39 | ||||||||||
Total return(c) | 40.65 | % | (21.29 | )% | (7.59 | )% | (0.78 | )% | (3.99 | )% | ||||||||||
Net assets, end of period (000’s omitted) | $ | 238,973 | $ | 424,900 | $ | 810,225 | $ | 702,381 | $ | 466,851 | ||||||||||
Portfolio turnover rate | 18 | % | 30 | % | 23 | % | 24 | % | 13 | % | ||||||||||
Ratios/supplemental data based on average net assets: | ||||||||||||||||||||
Ratio of expenses: | ||||||||||||||||||||
Without fee waivers and/or expense reimbursements, before taxes(d) | 0.86 | % | 0.88 | % | 0.81 | % | 0.81 | % | 0.79 | % | ||||||||||
Deferred tax expense (benefit)(e) | — | % | — | % | — | % | — | % | (2.27 | )% | ||||||||||
With fee waivers and/or expense reimbursements, after taxes | 0.86 | % | 0.88 | % | 0.81 | % | 0.81 | % | (1.48 | )% | ||||||||||
Ratio of investment income (loss): | ||||||||||||||||||||
Ratio of net investment income (loss) before taxes | 0.17 | % | (0.27 | )% | (0.06 | )% | (0.62 | )% | (0.60 | )% | ||||||||||
Deferred tax benefit (expense)(f) | — | % | — | % | — | % | — | % | 0.31 | % | ||||||||||
Ratio of net investment income (loss), after taxes | 0.17 | % | (0.27 | )% | (0.06 | )% | (0.62 | )% | (0.29 | )% |
* | The financial highlights for the year ended November 30, 2018 and 2017 reflect restated values. See Note 10 - Restatement in the Notes to Financials Statements for the year ended November 30, 2018. |
(a) | 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. |
(b) | Rounds to less than $(0.005). |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(d) | Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.78%, 0.79%, 0.77%, 0.78%, and 0.78%, for the years ended November 30, 2021, 2020, 2019, 2018, and 2017, respectively. |
(e) | Deferred tax expense (benefit) estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
(f) | Deferred tax benefit (expense) for the ratio calculation, when applicable, is derived from net investment income (loss) only. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
18 Invesco SteelPath MLP Select 40 Fund
November 30, 2021
NOTE 1—Significant Accounting Policies
Invesco SteelPath MLP Select 40 Fund (the “Fund”) is a series portfolio of AIM Investment Funds (Invesco Investment Funds) (the “Trust”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of the Fund or each class.
The Fund’s investment objective is 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. Under certain circumstances, load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Class C shares held for eight years after purchase are eligible for automatic conversion into Class A shares of the same Fund (the “Conversion Feature”). The automatic conversion pursuant to the Conversion Feature will generally occur at the end of the month following the eighth anniversary after a purchase of Class C shares.
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. | Security Valuations – Securities, including restricted securities, are valued according to the following policy. |
A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.
Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations.
Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.
Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse
19 Invesco SteelPath MLP Select 40 Fund
economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. | Securities Transactions and Investment Income – Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. |
The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
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 accounting principles generally accepted in the United States of America (“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 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. |
MLP’s 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 year ended November 30, 2021, 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. |
20 Invesco SteelPath MLP Select 40 Fund
The Fund’s income tax provision consists of the following as of November 30, 2021:
Current tax (expense) benefit | ||
Federal | $— | |
State | — | |
Total current tax (expense) benefit | $— |
Deferred tax (expense) benefit | ||||
Federal | $ | (134,204,832) | ||
State | (12,892,691) | |||
Valuation allowance | 147,097,523 | |||
Total deferred tax (expense) benefit | $ | — |
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 | $ | (131,371,472) | (21.00)% | |||||
State income taxes net of federal benefit | (10,009,254) | (1.60)% | ||||||
Effect of state tax rate change | (2,810,661) | (0.45)% | ||||||
Effect of permanent differences | 1,749,834 | 0.28% | ||||||
Effect of prior year expiring loss carryforwards | (6,745,064) | (1.08)% | ||||||
Return to provision adjustments | 2,089,094 | 0.33% | ||||||
Change in valuation allowance | 147,097,523 | 23.52% | ||||||
Total income tax (expense) benefit | $ | — | 0.00% |
For the year ended November 30, 2021 the Fund’s tax effect on net investment income (loss) and realized and unrealized gain (loss) of 0% differed from the combined federal and state statutory tax rate of 22.60% 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 November 30, 2021, the Fund determined a valuation allowance was required. The Fund’s assessment considered, among other matters, the nature, frequency and severity of current and cumulative losses, the duration of statutory carryforward periods and the associated risk that operating loss and capital loss carryforwards were limited as a result of shareholder transactions or were likely to expire unused, and unrealized gains and losses on investments. Consideration was also given to market cycles, the severity and duration of historical deferred tax assets, the impact of redemptions, and the level of MLP distributions. Additionally, various tax law changes were considered by the Fund in assessing the recoverability of its deferred tax assets. For instance, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Stability Act (“CARES Act”) was signed into law. Prior to signing into law, the carryforward ability of net operating losses for tax years beginning after December 31, 2017 was governed by the Tax Cuts and Jobs Act (“TCJA”). The TCJA 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. The CARES Act delays the application of the 80% net operating loss limitation to tax years ending November 30, 2022 and beyond. In addition, the CARES Act revised the TCJA language regarding carryforward periods from “NOLs arising in taxable years ending after December 31, 2017” to “NOLs arising in taxable year beginning after December 31, 2017”. Any net operating losses generated in fiscal years ending prior to December 31, 2018 can be carried back 2 years and carried forward 20 years.
Through the consideration of these factors, the Fund has determined that it is more likely than not that the Fund’s deferred tax assets would not be fully realized. As a result, the Fund recorded a valuation allowance with respect to its deferred tax assets that are not considered to be realizable as of the year ended November 30, 2021.
From time to time, the Fund may modify its estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance as new information becomes available. Modifications of the Fund’s estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on or expirations of the Fund’s net operating losses and capital loss carryovers (if any) and changes in applicable tax law could result in increases or decreases in the Fund’s NAV per share, which could be material.
21 Invesco SteelPath MLP Select 40 Fund
Components of the Fund’s deferred tax assets and liabilities as of November 30, 2021 are as follows:
Deferred tax assets: | ||||
Net operating loss carryforward (tax basis) — Federal | $ | 62,738,949 | ||
Net operating loss carryforward (tax basis) — State | 7,663,138 | |||
Excess business interest expense carryforward | 664,769 | |||
Capital loss carryforward (tax basis) | 93,800,673 | |||
Book to tax differences — income recognized from MLPs | 4,329,064 | |||
Organizational Costs | 1,862 | |||
Valuation allowance | (74,194,680) | |||
Total deferred tax asset | $ | 95,003,775 |
Deferred tax liabilities: | ||||
Net unrealized gains on investment securities (tax basis) | $ | (95,003,775) | ||
Total deferred tax liability | (95,003,775) | |||
Total net deferred tax asset (liability) | $ | — |
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 November 30, 2021, 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 November 30, 2021, 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 | $ | 5,702,089 | ||
11/30/2035 | 153,875,403 | |||
11/30/2036 | 116,663,848 | |||
11/30/2037 | 10,613,012 | |||
11/30/2038 | 52,935 | |||
Total expiring net operating loss carryforwards | $ | 286,907,287 | ||
Total non-expiring net operating loss carryforwards | $ | 11,849,614 | ||
Total net operating loss carryforwards | $ | 298,756,901 |
At November 30, 2021, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:
Expiration Date | ||||
11/30/2024 | $ | 39,127,181 | ||
11/30/2025 | 319,900,046 | |||
11/30/2026 | 56,019,998 | |||
Total | $ | 415,047,225 |
During the year ended November 30, 2021, the Fund estimates that $29,454,428 of capital loss carryforward has expired.
At November 30, 2021, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:
Cost of Investments | $ | 1,219,008,669 | ||
Gross Unrealized Appreciation | $ | 540,875,921 | ||
Gross Unrealized Depreciation | (120,590,894) | |||
Net Unrealized Appreciation on Investments | $ | 420,285,027 |
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 based on relative net assets of Class R5 and Class R6. Sub-accounting fees attributable to Class R5 are charged to the |
22 Invesco SteelPath MLP Select 40 Fund
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. | Interest, Facilities and Maintenance Fees – Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining the credit agreement. |
J. | Accounting Estimates – The preparation of financial statements in conformity with 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. |
K. | 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. |
N. | COVID-19 Risk – The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations and supply chains, layoffs, lower consumer demand, and defaults, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally. |
The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund’s performance.
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with 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 year ended November 30, 2021, the effective advisory fee rate incurred by the Fund was 0.70%.
Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Affiliated Sub-Adviser(s). Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. to provide discretionary management services to the Fund.
The Adviser has contractually agreed, through at least March 31, 2023, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.10%, 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 the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on March 31, 2023. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.
For the year ended November 30, 2021, the Adviser contractually reimbursed class level expenses of $184,496, $135,636, $380 and $678,897 for Class A, Class C, Class R and Class Y, respectively.
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. The Trust and the Adviser have entered into a Master Administrative Services Agreement (“Administrative Services Agreement”) pursuant to which the Adviser may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by the Adviser under the Investment Advisory Agreement. The Adviser may only receive fees for administrative services under the Administrative Services Agreement to the extent that those fees assessed under the agreement are in excess of the fees paid to UMB. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees . Additionally, Invesco has entered into service agreements whereby UMB Bank, n.a., serves as custodian to the Fund.
The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended November 30, 2021, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.
The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net
23 Invesco SteelPath MLP Select 40 Fund
assets of Class C shares and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended November 30, 2021, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.
Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended November 30, 2021, IDI advised the Fund that IDI retained $87,590 in front-end sales commissions from the sale of Class A shares and $153 and $17,229 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.
Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.
NOTE 3—Additional Valuation Information
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
Level 1 — Prices are determined using quoted prices in an active market for identical assets.
Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
The following is a summary of the tiered valuation input levels, as of November 30, 2021. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Investments in Securities | ||||||||||||||||
Master Limited Partnerships Investments and Related Entities | $ | 1,615,613,642 | $ | 6,049,999 | $ | — | $ | 1,621,663,641 | ||||||||
Preferred Master Limited Partnerships Investments and Related Entities | 17,630,055 | — | — | 17,630,055 | ||||||||||||
Total Investments | $ | 1,633,243,697 | $ | 6,049,999 | $ | — | $ | 1,639,293,696 |
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 the fair valuations using significant unobservable inputs (Level 3) during the year ended November 30, 2021:
Value November 30, 2020 | Purchases at cost | Proceeds from Sales | Return of capital distributions | Realized Gain | Change in (Depreciation) | Transfers into Level 3 | Transfers out of Level 3 | Value November 30, | ||||||||||||||||||||||||||||
Preferred Master Limited Partnerships Investments and Related Entities | $ | 40,260,000 | $ | — | $ | (40,300,000 | ) | $ | (185,777 | ) | $ | 19,437,757 | $ | (19,211,980 | ) | $ | — | $ | — | $ | — |
NOTE 4—Security Transactions with Affiliated Funds
The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures for the year ended November 30, 2021 the Fund engaged in transactions with affiliates as listed: Securities purchases of $3,294,000 and securities sales of $73,876,243, which resulted in net realized gains (losses) of $3,102,756.
NOTE 5—Trustees’ and Officers’ Fees and Benefits
Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits
24 Invesco SteelPath MLP Select 40 Fund
under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
NOTE 6—Cash Balances and Borrowings
The Fund has entered into a revolving credit and security agreement, which enables the Fund to participate with certain other Funds in a committed secured borrowing facility that permits borrowings up to $500 million, collectively by certain Funds, and which will expire on September 28, 2022. 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. The revolving credit and security agreement is secured by the assets of the Fund. At November 30, 2021, the Fund had no borrowings outstanding under this agreement.
The Fund is subject to certain covenants relating to the revolving credit and security agreement. Failure to comply with these restrictions could cause the acceleration of the repayment of the amount outstanding under the revolving credit and security agreement.
Additionally, 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. The Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets, or when any borrowings from an Invesco Fund are outstanding.
NOTE 7—Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Fund during the year ended November 30, 2021 was $327,716,200 and 932,154,847 respectively.
NOTE 8—Share Information
Summary of Share Activity | ||||||||||||||||
Year ended November 30, 2021(a) | Year ended November 30, 2020 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Sold: | ||||||||||||||||
Class A | 11,756,140 | $ | 59,730,931 | 24,412,509 | $ | 110,284,492 | ||||||||||
Class C | 4,694,706 | 21,177,255 | 10,655,279 | 48,744,718 | ||||||||||||
Class R | 281,605 | 1,641,047 | 45,434 | 200,458 | ||||||||||||
Class Y | 62,137,967 | 343,303,568 | 194,441,051 | 844,337,632 | ||||||||||||
Class R6 | 6,720,386 | 35,571,182 | 83,127,250 | 358,039,647 | ||||||||||||
Issued as reinvestment of dividends: | ||||||||||||||||
Class A | 2,627,060 | 14,064,345 | 4,106,418 | 16,866,021 | ||||||||||||
Class C | 2,495,362 | 11,962,772 | 4,811,865 | 18,292,137 | ||||||||||||
Class R | 10,296 | 56,600 | 9,165 | 37,880 | ||||||||||||
Class Y | 8,681,239 | 48,324,834 | 21,486,582 | 92,195,553 | ||||||||||||
Class R6 | 2,903,174 | 15,958,414 | 11,036,954 | 48,394,600 | ||||||||||||
Automatic Conversion of Class C shares to Class A shares: |
| |||||||||||||||
Class A | 6,311,039 | 32,883,646 | 808,571 | 3,281,322 | ||||||||||||
Class C | (7,006,317 | ) | (32,883,646 | ) | (883,848 | ) | (3,281,322 | ) | ||||||||
Reacquired: | ||||||||||||||||
Class A | (16,262,286 | ) | (84,305,913 | ) | (29,774,042 | ) | (136,674,150 | ) | ||||||||
Class C | (10,198,983 | ) | (45,656,609 | ) | (22,645,178 | ) | (96,788,366 | ) | ||||||||
Class R | (36,552 | ) | (193,968 | ) | (63,443 | ) | (261,276 | ) | ||||||||
Class Y | (121,412,854 | ) | (658,790,700 | ) | (243,970,914 | ) | (1,100,536,077 | ) | ||||||||
Class R6 | (63,973,933 | ) | (347,640,018 | ) | (124,325,347 | ) | (571,250,970 | ) | ||||||||
Net increase (decrease) in share activity | (110,271,951 | ) | $ | (584,796,260 | ) | (66,721,694 | ) | $ | (368,117,701 | ) |
(a) | There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 65% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. |
25 Invesco SteelPath MLP Select 40 Fund
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of AIM Investment Funds (Invesco Investment Funds) and Shareholders of Invesco SteelPath MLP Select 40 Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco SteelPath MLP Select 40 Fund (one of the funds constituting AIM Investment Funds (Invesco Investment Funds), hereafter referred to as the “Fund”) as of November 30, 2021, the related statement of operations for the year ended November 30, 2021, the statement of changes in net assets for each of the two years in the period ended November 30, 2021, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2021 and the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
Financial Highlights |
For the year ended November 20, 2021, November 30, 2020, and November 30, 2019 for Class A, Class C, Class Y and Class R6 For the year ended November 30, 2021 and November 30, 2020 and the period May 24, 2019 (commencement of operations) through November 30, 2019 for Class R and Class R5 |
The financial statements of Invesco SteelPath MLP Select 40 Fund (formerly known as Oppenheimer SteelPath MLP Select 40 Fund) as of and for the year ended November 30, 2018 and the financial highlights for each of the periods ended on or prior to November 30, 2018 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated January 25, 2019, except for the effects of the restatement discussed in Note 10 (not presented herein) to the financial statements appearing under Item 1 of the Fund’s 2018 annual report on Form N-CSR, as to which the date is March 29, 2020, expressed an unqualified opinion on those financial statements and financial highlights and included a paragraph regarding the correction of a misstatement in the 2015 – 2018 financial statements.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Houston, Texas
January 24, 2022
We have served as the auditor of one or more investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
26 Invesco SteelPath MLP Select 40 Fund
Calculating your ongoing Fund expenses
Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period June 1, 2021 through November 30, 2021.
Actual expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for theperiod. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
ACTUAL | HYPOTHETICAL (5% annual return before | |||||||||||||||||||||||
Beginning Account Value (06/01/21) | Ending Account Value (11/30/2021)1 | Expenses Paid During Period2 | Ending Account Value (11/30/21) | Expenses Paid During Period2 | Annualized Expense Ratio | |||||||||||||||||||
Class A | $ | 1,000.00 | $ | 1,005.50 | $ | 5.83 | $ | 1,019.20 | $ | 5.87 | 1.16 | % | ||||||||||||
Class C | 1,000.00 | 1,002.10 | 9.59 | 1,015.40 | 9.65 | 1.91 | ||||||||||||||||||
Class R | 1,000.00 | 1,005.60 | 7.09 | 1,017.90 | 7.13 | 1.41 | ||||||||||||||||||
Class Y | 1,000.00 | 1,008.80 | 4.58 | 1,020.50 | 4.61 | 0.91 | ||||||||||||||||||
Class R5 | 1,000.00 | 1,007.40 | 4.23 | 1,020.80 | 4.26 | 0.84 | ||||||||||||||||||
Class R6 | 1,000.00 | 1,008.70 | 4.23 | 1,020.80 | 4.26 | 0.84 |
1 | The actual ending account value is based on the actual total return of the Fund for the period June 1, 2021 through November 30, 2021, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses. |
2 | Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half year |
27 Invesco SteelPath MLP Select 40 Fund
Approval of Investment Advisory and Sub-Advisory Contracts
(INVESCO STEELPATH MLP SELECT 40 FUND)
(FORMERLY, INVESCO OPPENHEIMER STEELPATH MLP SELECT 40 FUND)
At meetings held on June 10, 2021, 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 the continuance of the Invesco SteelPath MLP Select 40 Fund’s (formerly, Invesco Oppenheimer SteelPath MLP Select 40 Fund) (the Fund) Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separate sub-advisory contracts with Invesco Capital Management LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2021. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the Affiliated Sub-Advisers is fair and reasonable.
The Board’s Evaluation Process
The Board has established an Investments Committee, which in turn has established Sub-Committees that meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board has established additional standing and ad hoc committees that meet regularly throughout the year to review matters within their purview. The Board took into account evaluations and reports that it received from its committees and sub-committees, as well as the information provided to the Board and its committees and sub-committees throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement and sub-advisory contracts.
As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board receives comparative investment performance and fee and expense data regarding the Invesco Funds prepared by Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior
Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. In addition to meetings with Invesco Advisers and fund counsel throughout the year and as part of meetings convened on April 27, 2021 and June 10, 2021, the independent Trustees also discussed the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement and sub-advisory contracts, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. The information received and considered by the Board was current as of various dates prior to the Board’s approval on June 10, 2021.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A. | Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers |
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process and oversight, credit analysis, and research capabilities. The Board considered information regarding Invesco Advisers’ programs for and resources devoted to risk management, including management of investment, enterprise, operational, liquidity, valuation and compliance risks, and technology used to manage such risks. The Board noted an accounting matter that required that certain historical financial statements for the Fund be restated in 2020 and that certain shareholders be reimbursed for transactions made at incorrect net asset values, and considered information regarding steps Invesco Advisers took and continues to take to remediate the matter. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board received a
description of Invesco Advisers’ business continuity plans and of its approach to data privacy and cybersecurity, including related testing. The Board considered how the cybersecurity and business continuity plans of Invesco Advisers and its key service providers operated in the increased remote working environment resulting from the novel coronavirus (“COVID-19”) pandemic. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds, such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board observed that Invesco Advisers has been able to effectively manage, operate and oversee the Invesco Funds through the challenging COVID-19 pandemic period. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in running an investment management business, as well as its commitment of financial and other resources to such business. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided to the Fund by the Affiliated Sub-Advisers are appropriate and satisfactory.
B. | Fund Investment Performance |
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2020 to the performance of funds in the Broadridge performance universe and against the Alerian MLP Infrastructure Index (Index). The Board noted that performance of Class A shares of the Fund
28 Invesco SteelPath MLP Select 40 Fund
was in the third quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one, three and five year periods. The Board acknowledged limitations regarding the Broadridge data, in particular that the Lipper category includes funds taxed as traditional mutual funds as well as those taxed as C-corporations (such as the Fund) and discussed how such taxation status can impact relative performance. The Board considered that the Fund was created in connection with Invesco Ltd.’s acquisition of OppenheimerFunds, Inc. and its subsidiaries (the “Transaction”) and that the Fund’s performance prior to the closing of the Transaction on May 24, 2019 is that of its predecessor fund. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance as well as other performance metrics, which did not change its conclusions.
C. | Advisory and Sub-Advisory Fees and Fund Expenses |
The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge is not able to provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in calculating expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.
The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.
The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.
The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.
D. | Economies of Scale and Breakpoints |
The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund and the Invesco Funds, and the
extent to which such economies of scale are shared with the Fund and the Invesco Funds. The Board considered that the Fund 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 also shares in economies of scale through Invesco Advisers’ ability to negotiate lower fee arrangements with third party service providers. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as Invesco Advisers’ investment in its business, including investments in business infrastructure, technology and cybersecurity.
E. | Profitability and Financial Resources |
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and noted that such methodology had recently been reviewed and enhanced. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to most Funds individually. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive, given the nature, extent and quality of the services provided. The Board noted that Invesco Advisers provided information demonstrating that Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the investment advisory agreement, and provided representations indicating that the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the sub-advisory contracts.
F. | Collateral Benefits to Invesco Advisers and its Affiliates |
The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative, transfer agency and distribution services to the Fund. The Board received comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board reviewed the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board noted that these services are provided to the Fund pursuant to written contracts that are reviewed and subject to approval on an annual basis by the Board based on its determination that the services are required for the operation of the Fund.
The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements may result in the Fund bearing costs to purchase research that may be used
by Invesco Advisers or the Affiliated Sub-Advisers with other clients and may reduce Invesco Advisers’ or the Affiliated Sub-Advisers’ expenses. The Board also considered that it receives from Invesco Advisers periodic reports that include a representation to the effect that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.
The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in registered money market funds or, with regard to securities lending cash collateral, unregistered funds that comply with Rule 2a-7 (collectively referred to as “affiliated money market funds”) advised by Invesco Advisers. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the fees paid by the affiliated money market funds to Invesco Advisers and its affiliates. In this regard, the Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to the Fund’s investments. The Board also noted that Invesco Advisers has contractually agreed to waive through varying periods an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the advisory fees payable to Invesco Advisers from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds are for services that are not duplicative of services provided by Invesco Advisers to the Fund.
The Board also received information about commissions that an affiliated broker may receive for executing certain trades for the Fund. Invesco Advisers and the Affiliated Sub-Advisers advised the Board of the benefits to the Fund of executing trades through the affiliated broker and that such trades were executed in compliance with rules under the federal securities laws and consistent with best execution obligations.
29 Invesco SteelPath MLP Select 40 Fund
The address of each trustee and officer is AIM Investment Funds (Invesco Investment Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Interested Trustee | ||||||||
Martin L. Flanagan1 – 1960 Trustee and Vice Chair | 2007 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly IVZ Inc.) (holding company), Invesco Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization) | 186 | None |
1 | Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser. |
T-1 Invesco SteelPath MLP Select 40 Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees | ||||||||
Christopher L. Wilson – 1957 Trustee and Chair | 2017 | Retired
Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and consulting firm); President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments | 186 | Director, ISO New England, Inc. (non-profit organization managing regional electricity market)
Formerly: enaible, Inc. (artificial intelligence technology) | ||||
Beth Ann Brown – 1968 Trustee | 2019 | Independent Consultant
Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds | 186 | Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non-profit); and President and Director of Grahamtastic Connection (non-profit) | ||||
Cynthia Hostetler – 1962 Trustee | 2017 | Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Director, Aberdeen Investment Funds (4 portfolios); Director, Artio Global Investment LLC (mutual fund complex); Director, Edgen Group, Inc. (specialized energy and infrastructure products distributor); Director, Genesee & Wyoming, Inc. (railroads): Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP | 186 | Resideo Technologies (smart home technology); Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Textainer Group Holdings, (shipping container leasing company);Investment Company Institute (professional organization); Independent Directors Council (professional organization); Eisenhower Foundation (non-profit) | ||||
Eli Jones – 1961 Trustee | 2016 | Professor and Dean Emeritus, Mays Business School—Texas A&M University
Formerly: Dean, Mays Business School-Texas A&M University: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank | 186 | Insperity, Inc. (formerly known as Administaff) (human resources provider): First Financial Bancorp (regional bank) | ||||
Elizabeth Krentzman – Trustee | 2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management—Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management – Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP; and Trustee of certain Oppenheimer Funds | 186 | Trustee of the University of Florida National Board Foundation; Member of the Cartica Funds Board of Directors (private investment funds)
Formerly: Member of the University of Florida Law Center Association, Inc. Board of Trustees , Audit Committee, Membership Committee | ||||
Anthony J. LaCava, Jr. – 1956 Trustee | 2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 186 | Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP |
T-2 Invesco SteelPath MLP Select 40 Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees—(continued) | ||||||||
Prema Mathai-Davis – 1950 Trustee | 2001 | Retired
Formerly: Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor); Trustee of YWCA Retirement Fund; CEO of YWCA of the USA; Board member of the NY Metropolitan Transportation Authority; Commissioner of the NYC Department of Aging; Board member of Johns Hopkins Bioethics Institute | 186 | None | ||||
Joel W. Motley – 1952 Trustee | 2019 | Director of Office of Finance, Federal Home Loan Bank System; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization)
Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; Director of Columbia Equity Financial Corp. (privately held financial advisor); and Member of the Vestry of Trinity Church Wall Street | 186 | Member of Board of Trust for Mutual Understanding (non-profit promoting the arts and environment): Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
Teresa M. Ressel – 1962 Trustee | 2017 | Non-executive director and trustee of a number of public and private business corporations
Formerly: Chief Executive Officer, UBS Securities LLC (investment banking); Chief Operating Officer, UBS AG Americas (investment banking); Sr. Management Team Olayan America, The Olayan Group (international investor/commercial/industrial); Assistant Secretary for Management & Budget and Designated Chief Financial Officer, U.S. Department of Treasury; Director, Atlantic Power Corporation (power generation company) and ON Semiconductor Corporation (semiconductor manufacturing) | 186 | Formerly: Elucida Oncology (nanotechnology & medical particles company) | ||||
Ann Barnett Stern – 1957 Trustee | 2017 | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President , Texas Children’s Hospital; Vice President, General Counsel and Corporate Compliance Officer, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP and Andrews & Kurth LLP | 186 | Director and Audit Committee Member of Federal Reserve Bank of Dallas; Trustee and Board Chair of Holdsworth Center, Good Reason Houston (nonprofit); Trustee, Vice Chair, Chair of Nomination/Governance Committee, Chair of Personnel Committee of Holdsworth Center (nonprofit); Trustee and Investment Committee member of University of Texas Law School Foundation (nonprofit); Board Member of Greater Houston Partnershi | ||||
Robert C. Troccoli – 1949 Trustee | 2016 | Retired
Formerly: Adjunct Professor, University of Denver – Daniels College of Business; and Managing Partner, KPMG LLP | 186 | None | ||||
Daniel S. Vandivort – 1954 Trustee | 2019 | President, Flyway Advisory Services LLC (consulting and property management) | 186 | Formerly: Trustee, Board of Trustees, Treasurer and Chairman of the Audit Committee, Huntington Disease Foundation of America; Trustee and Governance Chair, of certain Oppenheimer Funds |
T-3 Invesco SteelPath MLP Select 40 Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees—(continued) | ||||||||
James D. Vaughn – 1945 Trustee | 2019 | Retired
Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds | 186 | Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit) | ||||
Officers | ||||||||
Sheri Morris – 1964 President and Principal Executive Officer | 1999 | Head of Global Fund Services, Invesco Ltd.; President and Principal Executive Officer, The Invesco Funds;Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; and Vice President, OppenheimerFunds, Inc.
Formerly: Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds; Vice President and Assistant Vice President, Invesco Advisers, Inc.; Assistant Vice President, Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) | N/A | N/A | ||||
Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary | 2018 | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Vice President, OppenheimerFunds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, OFI Global Institutional, Inc.; Secretary and Vice President, OFI SteelPath, Inc.; Secretary and Vice President, Oppenheimer Acquisition Corp.; Secretary and Vice President, Shareholder Services, Inc.; Secretary and Vice President, Trinity Investment Management Corporation | N/A | N/A | ||||
Formerly: Senior Vice President, Invesco Distributors, Inc.; Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.;Secretary, Sovereign G./P. Holdings Inc.; and Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC |
|
T-4 Invesco SteelPath MLP Select 40 Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers—(continued) | ||||||||
Andrew R. Schlossberg – Senior Vice President | 2019 | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management)
Formerly: Director, President and Chairman, Invesco Insurance Agency, Inc.; Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC | N/A | N/A | ||||
John M. Zerr – 1962 Senior Vice President | 2006 | Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Manager, Invesco Specialized Products, LLC; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; President, Trimark Investments Ltd./Placements Trimark Ltée; and Director and Chairman, Invesco Trust Company
Formerly: Director and Senior Vice President, Invesco Insurance Agency, Inc.; Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) | N/A | N/A |
T-5 Invesco SteelPath MLP Select 40 Fund
Trustees and Officers—(continued)
Name, Year of Birth and Position(s) Held with the Trust | Trustee and/or Officer Since | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee | Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers—(continued) | ||||||||
Gregory G. McGreevey – Senior Vice President | 2012 | Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; Senior Vice President, The Invesco Funds; President, SNW Asset Management Corporation and Invesco Managed Accounts, LLC; Chairman and Director, Invesco Private Capital, Inc.; Chairman and Director, INVESCO Private Capital Investments, Inc;. Chairman and Director, INVESCO Realty, Inc.; and Senior Vice President, Invesco Group Services, Inc.
Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds | N/A | N/A | ||||
Adrien Deberghes – 1967 Principal Financial Officer, Treasurer and Vice President | 2020 | Head of the Fund Office of the CFO and Fund Administration; Vice President, Invesco Advisers, Inc.; Principal Financial Officer, Treasurer and Vice President, The Invesco Funds; Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust
Formerly: Senior Vice President and Treasurer, Fidelity Investments | N/A | N/A | ||||
Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer | 2013 | Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc. | N/A | N/A | ||||
Todd F. Kuehl – 1969 Chief Compliance Officer and Senior Vice President | 2020 | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer and Senior Vice President, The Invesco Funds
Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser) | N/A | N/A | ||||
Michael McMaster – 1962 Chief Tax Officer, Vice President and Assistant Treasurer | 2020 | Head of Global Fund Services Tax; Chief Tax Officer, Vice President and Assistant Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc.; Assistant Treasurer, Invesco Capital Management LLC, Assistant Treasurer and Chief Tax Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Specialized Products, LLC
Formerly: Senior Vice President – Managing Director of Tax Services, U.S. Bank Global Fund Services (GFS) | N/A | N/A |
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s Statement of Additional Information for information on the Fund’s sub-advisers.
Office of the Fund 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 | Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309 | Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 | Auditors PricewaterhouseCoopers LLP 1000 Louisiana Street, Suite 5800 Houston, TX 77002-5021 | |||
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018 | Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001 | Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 | Custodian UMB Bank N.A., 1010 Grand Boulevard Kansas City, MO 64106 |
T-6 Invesco SteelPath MLP Select 40 Fund
Go paperless with eDelivery
Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.
With eDelivery, you can elect to have any or all of the following materials delivered straight to your inbox to download, save and print from your own computer:
• | Fund reports and prospectuses |
• | Quarterly statements |
• | Daily confirmations |
• | Tax forms |
Invesco mailing information
Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its portfolio holdings four times each year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form N-PORT. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Form N-PORT filings on the SEC website, sec.gov. The SEC file numbers for the Fund are shown below.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246, or at invesco.com/corporate/about-us/esg. The information is also available on the SEC website, sec.gov.
Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. This information is also available on the SEC website, sec.gov.
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
SEC file numbers:811-05426 and 033-19338 | Invesco Distributors, Inc. | O-SPMS40-AR-1 |
ITEM 2. | CODE OF ETHICS. |
There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial experts are Cynthia Hostetler, Anthony J. LaCava, Jr., Robert C. Troccoli and James Vaughn. Cynthia Hostetler, Anthony J. LaCava, Jr., Robert C. Troccoli and James Vaughn are “independent” within the meaning of that term as used in Form N-CSR.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) to (d)
Fees Billed by PwC Related to the Registrant
PricewaterhouseCoopers LLC (“PwC”) billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as shown in the following table. The Audit Committee pre-approved all audit and non-audit services provided to the Registrant.
| Fees Billed for Services Rendered to the Registrant for fiscal year end 2021 | | | Fees Billed for Services Rendered to the Registrant for fiscal year end 2020 | | |||
| ||||||||
Audit Fees | $ 149,647 | $ 148,300 | ||||||
Audit-Related Fees | $ 0 | $ 0 | ||||||
Tax Fees(1) | $ 363,200 | $ 404,000 | ||||||
All Other Fees | $ 0 | $ 0 | ||||||
Total Fees | $ 512,847 | $ 552,300 |
(1) | Tax Fees for the fiscal years ended November 30, 2021 and November 30, 2020 includes fees billed for preparation of U.S. Tax Returns and Taxable Income calculations, including excise tax and year-to-date estimates for various book-to-tax differences. |
Fees Billed by PwC Related to Invesco and Invesco Affiliates
PwC billed Invesco Advisers, Inc. (“Invesco”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years as shown in the following table. The Audit Committee pre-approved all non-audit services provided to Invesco and Invesco Affiliates that were required to be pre-approved.
Fees Billed for Non- Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2021 That Were Required to be Pre-Approved by the Registrant’s Audit Committee | Fees Billed for Non-Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2020 That Were Required to be Pre-Approved by the Registrant’s Audit Committee | |||
| ||||
Audit-Related Fees(1) | $ 760,000 | $ 701,000 | ||
Tax Fees | $ 0 | $ 0 | ||
All Other Fees | $ 0 | $ 0 | ||
Total Fees | $ 760,000 | $ 701,000 |
(1) | Audit-Related Fees for the fiscal years ended 2021 and 2020 include fees billed related to reviewing controls at a service organization. |
(e)(1)
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committees
of the Invesco Funds (the “Funds”)
Last Amended March 29, 2017
I. | Statement of Principles |
The Audit Committees (the “Audit Committee”) of the Boards of Trustees of the Funds (the “Board”) have adopted these policies and procedures (the “Procedures”) with respect to the pre-approval of audit and non-audit services to be provided by the Funds’ independent auditor (the “Auditor”) to the Funds, and to the Funds’ investment adviser(s) and any entity controlling, controlled by, or under common control with the investment adviser(s) that provides ongoing services to the Funds (collectively, “Service Affiliates”).
Under Section 202 of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule 2-01 of Regulation S-X requires that the Audit Committee also pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds (a “Service Affiliate’s Covered Engagement”).
These Procedures set forth the procedures and the conditions pursuant to which the Audit Committee may pre-approve audit and non-audit services for the Funds and a Service Affiliate’s Covered Engagement pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and other organizations and regulatory bodies applicable to the Funds (“Applicable Rules”).1 They address both general pre-approvals without consideration of specific case-by-case services (“general pre-approvals”) and pre-approvals on a case-by-case basis (“specific pre-approvals”). Any services requiring pre-approval that are not within the scope of general pre-approvals hereunder are subject to specific pre-approval. These Procedures also address the delegation by the Audit Committee of pre-approval authority to the Audit Committee Chair or Vice Chair.
II. | Pre-Approval of Fund Audit Services |
The annual Fund audit services engagement, including terms and fees, is subject to specific pre-approval by the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.
In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specifically pre-approve engagements for other audit services, which are those services that only an independent auditor reasonably can provide. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.
III. | General and Specific Pre-Approval of Non-Audit Fund Services |
The Audit Committee will consider, at least annually, the list of General Pre-Approved Non-Audit Services which list may be terminated or modified at any time by the Audit Committee. To inform the Audit Committee’s review and approval of General Pre-Approved Non-Audit Services, the Funds’ Treasurer (or his or her designee) and Auditor shall provide such information regarding independence or other matters as the Audit Committee may request.
Any services or fee ranges that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval. Each request for specific pre-approval by the Audit Committee for services to be provided by the Auditor to the Funds must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, and other relevant information sufficient to allow the Audit Committee to consider whether to pre-approve such engagement, including evaluating whether the provision of such services will impair the independence of the Auditor and is otherwise consistent with Applicable Rules.
IV. | Non-Audit Service Types |
The Audit Committee may provide either general or specific pre-approval of audit-related, tax or other services, each as described in more detail below.
1 Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable to closed-end funds managed by Invesco and listed on NYSE.
a. | Audit-Related Services |
“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by an independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; services related to mergers, acquisitions or dispositions; compliance with ratings agency requirements and interfund lending activities; and assistance with internal control reporting requirements.
b. | Tax Services |
“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will not approve proposed services of the Auditor which the Audit Committee believes are to be provided in connection with a service or transaction initially recommended by the Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisers as necessary to ensure the consistency of tax services rendered by the Auditor with the foregoing policy. The Auditor shall not represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.
Each request to provide tax services under either the general or specific pre-approval of the Audit Committee will include a description from the Auditor in writing of (i) the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written, or otherwise) between the Auditor and the Funds, relating to the service; and (ii) any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor (or an affiliate of the Auditor) and any person (other than the Funds or Service Affiliates receiving the services) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will also discuss with the Audit Committee the potential effects of the services on the independence of the Auditor, and document the substance of its discussion with the Audit Committee.
c. | Other Services |
The Audit Committee may pre-approve other non-audit services so long as the Audit Committee believes that the service will not impair the independence of the Auditor. Appendix I includes a list of services that the Auditor is prohibited from performing by the SEC rules. Appendix I also includes a list of services that would impair the Auditor’s independence unless the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements.
V. | Pre-Approval of Service Affiliate’s Covered Engagements |
Rule 2-01 of Regulation S-X requires that the Audit Committee pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds, defined above as a “Service Affiliate’s Covered Engagement”.
The Audit Committee may provide either general or specific pre-approval of any Service Affiliate’s Covered Engagement, including for audit-related, tax or other services, as described above, if the Audit
Committee believes that the provision of the services to a Service Affiliate will not impair the independence of the Auditor with respect to the Funds. Any Service Affiliate’s Covered Engagements that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval.
Each request for specific pre-approval by the Audit Committee of a Service Affiliate’s Covered Engagement must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, a description of the current status of the pre-approval process involving other audit committees in the Invesco investment company complex (as defined in Rule 2-201 of Regulation S-X) with respect to the proposed engagement, and other relevant information sufficient to allow the Audit Committee to consider whether the provision of such services will impair the independence of the Auditor from the Funds. Additionally, the Funds’ Treasurer (or his or her designee) and the Auditor will provide the Audit Committee with a statement that the proposed engagement requires pre-approval by the Audit Committee, the proposed engagement, in their view, will not impair the independence of the Auditor and is consistent with Applicable Rules, and the description of the proposed engagement provided to the Audit Committee is consistent with that presented to or approved by the Invesco audit committee.
Information about all Service Affiliate engagements of the Auditor for non-audit services, whether or not subject to pre-approval by the Audit Committee, shall be provided to the Audit Committee at least quarterly, to allow the Audit Committee to consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds. The Funds’ Treasurer and Auditor shall provide the Audit Committee with sufficiently detailed information about the scope of services provided and the fees for such services, to ensure that the Audit Committee can adequately consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds.
VI. | Pre-Approved Fee Levels or Established Amounts |
Pre-approved fee levels or ranges for audit and non-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under general pre-approval or specific pre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum pre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specific pre-approval by the Audit Committee before payment of any additional fees is made.
VII. | Delegation |
The Audit Committee hereby delegates, subject to the dollar limitations set forth below, specific authority to its Chair, or in his or her absence, Vice Chair, to pre-approve audit and non-audit services proposed to be provided by the Auditor to the Funds and/or a Service Affiliate’s Covered Engagement, between Audit Committee meetings. Such delegation does not preclude the Chair or Vice Chair from declining, on a case by case basis, to exercise his or her delegated authority and instead convening the Audit Committee to consider and pre-approve any proposed services or engagements.
Notwithstanding the foregoing, the Audit Committee must pre-approve: (a) any non-audit services to be provided to the Funds for which the fees are estimated to exceed $500,000; (b) any Service Affiliate’s Covered Engagement for which the fees are estimated to exceed $500,000; or (c) any cost increase to any previously approved service or engagement that exceeds the greater of $250,000 or 50% of the previously approved fees up to a maximum increase of $500,000.
VIII. | Compliance with Procedures |
Notwithstanding anything herein to the contrary, failure to pre-approve any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X shall not constitute a violation of these Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements are pre-approved in compliance with these Procedures. The Funds’ Treasurer will immediately report to the Chair of the Audit Committee, or the Vice Chair in his or her absence, any breach of these Procedures that comes to the attention of the Funds’ Treasurer or any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
On at least an annual basis, the Auditor will provide the Audit Committee with a summary of all non-audit services provided to any entity in the investment company complex (as defined in section 2-01(f)(14) of Regulation S-X, including the Funds and Service Affiliates) that were not pre-approved, including the nature of services provided and the associated fees.
IX. | Amendments to Procedures |
All material amendments to these Procedures must be approved in advance by the Audit Committee. Non-material amendments to these Procedures may be made by the Legal and Compliance Departments and will be reported to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.
Appendix I
Non-Audit Services That May Impair the Auditor’s Independence
The Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services:
● | Management functions; |
● | Human resources; |
● | Broker-dealer, investment adviser, or investment banking services ; |
● | Legal services; |
● | Expert services unrelated to the audit; |
● | Any service or product provided for a contingent fee or a commission; |
● | Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance; |
● | Tax services for persons in financial reporting oversight roles at the Fund; and |
● | Any other service that the Public Company Oversight Board determines by regulation is impermissible. |
An Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services unless it is reasonable to conclude that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements:
● | Bookkeeping or other services related to the accounting records or financial statements of the audit client; |
● | Financial information systems design and implementation; |
● | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; |
● | Actuarial services; and |
● | Internal audit outsourcing services. |
(e)(2) There were no amounts that were pre-approved by the Audit Committee pursuant to the de minimus exception under Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) In addition to the amounts shown in the tables above, PwC billed Invesco and Invesco Affiliates aggregate fees of $5,910,000 for the fiscal year ended November 30, 2021 and $6,227,000 for the fiscal year ended November 30, 2020. In total, PwC billed the Registrant, Invesco and Invesco Affiliates aggregate non-audit fees of $7,033,200 for the fiscal year ended November 30, 2021 and $7,332,000 for the fiscal year ended November 30, 2020.
PwC provided audit services to the Investment Company complex of approximately $30 million.
(h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | 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 January 13, 2022, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (“Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of January 13, 2022, the Registrant’s disclosure controls and procedures were reasonably designed so as to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure. |
(b) | There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 13. | EXHIBITS. |
13(a) (1) |
13(a) (2) |
13(a) (3) | Not applicable. |
13(a) (4) | Not applicable. |
13(b) |
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: | February 3, 2022 |
Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Sheri Morris | |
Sheri Morris | ||
Principal Executive Officer | ||
Date: | February 3, 2022 | |
By: | /s/ Adrien Deberghes | |
Adrien Deberghes | ||
Principal Financial Officer | ||
Date: | February 3, 2022 |