UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number811-05845
Invesco Senior Loan Fund
(Exact name of registrant as specified in charter)
1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309
(Address of principal executive offices) (Zip code)
Sheri Morris 1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309
(Name and address of agent for service)
Registrant’s telephone number, including area code: (713)626-1919
Date of fiscal year end: 2/28
Date of reporting period: 2/28/19
Item 1. Report to Stockholders.
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 | | Annual Report to Shareholders | | February 28, 2019 |
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| | Invesco Senior Loan Fund |
| | Nasdaq: | | |
| | A: VSLAX ∎ C: VSLCX ∎ Y: VSLYX ∎ IB: XPRTX ∎ IC: XSLCX |
Letters to Shareholders
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Andrew Schlossberg | | Dear Shareholders: This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. Philip Taylor, whose messages to shareholders have appeared here for the last 13 years, transitioned to a senior advisory role on March 1, prior to his retirement from the firm at the end of the year, and I assumed his role as Head of the Americas and Senior Managing Director, Invesco Ltd. All of us at Invesco are indebted to Phil for his many years of dedicated service to the company and to its funds’ shareholders. I’m excited about this new opportunity, and I look forward to communicating with fund shareholders going forward. The reporting period proved to be an increasingly volatile time for markets. Amid corporate |
tax cuts and improving global growth, several US equity indexes redefined highs during the first half of the reporting period. The ebullience, however, ended in October as global equities, in particular US stocks, sold off sharply and continued this downward spiral for the rest of 2018. The catalyst for thesell-off was a combination of ongoing trade conflicts between the US and China, fears of a global economic slowdown and rising US interest rates. Gains posted earlier in the year for global equities were erased, while US Treasury bonds, along with government and municipal bonds, rallied. The reporting period ended on a positive note, however, as global equities bounced back strongly at the outset of 2019, mitigating some of the losses from thesell-off in late 2018. Given the strong economy during the reporting period, the US Federal Reserve (the Fed) raised the federal funds rate four times. At its December 2018 meeting, however, the Fed delivered a more “dovish hike” by simultaneously raising rates while reducing guidance for 2019 rate increases. At its first meeting in 2019, the Fed left rates unchanged. As 2019 unfolds, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and over-seas equity and fixed income markets.
Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.
Visit our website for more information on your investments
Our website,invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. To do so, select “Log In” on the right side of the homepage, and then select “Register for Individual Account Access.”
In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets and the economy by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog atblog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.
Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more atinvesco.com/esg.
Have questions?
For questions about your account, contact an Invesco client services representative at 800 959 4246.
All of us at Invesco look forward to serving your investment management needs. Thank you for investing with us.
Sincerely,
Andrew Schlossberg
Head of the Americas,
Senior Managing Director, Invesco Ltd.
2 Invesco Senior Loan Fund
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Bruce Crockett | | Dear Fellow Shareholders: Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate. As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to: ∎ Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time. ∎ Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions. |
∎ Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
∎ Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.
We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory andsub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper, Inc. (a subsidiary of Broadridge Financial Solutions, Inc.), an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.
I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.
Sincerely,
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3 Invesco Senior Loan Fund
Management’s Discussion of Fund Performance
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Performance summary For the fiscal year ended February 28, 2019, Class A shares of Invesco Senior Loan Fund (the Fund), at net asset value (NAV), underperformed the Fund’s benchmark, the Credit Suisse Leveraged Loan Index. Your Fund’s long-term performance appears later in this report. | |
Fund vs. Indexes | | | | | |
Total returns, 2/28/18 to 2/28/19, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) orfront-end sales charges, which would have reduced performance. | |
Class A Shares | | | 3.19 | % | | | | |
Class C Shares | | | 2.50 | | | | | |
Class Y Shares | | | 3.47 | | | | | |
Class IB Shares | | | 3.62 | | | | | |
Class IC Shares | | | 3.30 | | | | | |
Credit Suisse Leveraged Loan Indexq | | | 3.78 | | | | | |
Source(s):qBloomberg L.P. | | | | | | | | |
Market conditions and your Fund
Senior loans’ senior position in the capital structure, secured status and short duration positioned the asset class defensively against some of the key risks that influenced capital market performance during the fiscal year. Namely, short duration served the senior loan asset class well as short-term rates bolstered floating coupons and contributed to price stability relative to fixed rate assets. Meanwhile, senior loans’ defensive positioning at the top of the capital structure benefited the asset class and underpinned price stability during the bouts of risk aversion that punctuated 2018.
For the fiscal year ended February 28, 2019, the senior loan market, as represented by the Credit Suisse Leveraged
Loan Index, returned 3.78%. The market produced positive results in all but the final two months of 2018, during which the broader capital market “risk off” sentiment sparked a technicalsell-off that impacted the asset class (specifically higher quality, high beta loans). Following a total return of-3.09% for November and December 2018, senior loans quickly rallied, returning 3.90% for January and February 2019, more than recouping the prior months’ losses.1
During the fiscal year, Libor increased from 2.07% to 2.61% enhancing the floating rate component of coupon income. (Libor is the London Interbank Offered Rate, which is the rate that international banks charge for short-term loans to one another.) This increase in
|
| Portfolio Composition† |
| By credit quality, based on total investments |
| | | | |
| |
BBB | | | 0.2 | % |
BBB- | | | 5.5 | |
BB+ | | | 3.2 | |
BB | | | 12.0 | |
BB- | | | 13.5 | |
B+ | | | 16.2 | |
B | | | 19.1 | |
B- | | | 9.0 | |
CCC+ | | | 2.3 | |
CCC | | | 1.7 | |
CCC- | | | 0.5 | |
CC | | | 0.4 | |
D | | | 0.9 | |
Non-Rated | | | 8.0 | |
Equity | | | 7.5 | |
| | | | |
| Top Five Debt Holdings | |
| Based on total investments | | | |
| |
1. Twin River Management Group, Inc. | | | 3.1 | % |
2. Fieldwood Energy LLC | | | 1.2 | |
3. Vistra Operations Co. LLC | | | 1.2 | |
4. Asurion LLC | | | 1.1 | |
5. JBS USA Lux S.A. | | | 1.1 | |
| | | | |
Total Net Assets | | $ | 641.4 million | |
Total Number of Holdings | | | 615 | |
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
Data presented here are as of February 28, 2019.
†Source: Standard & Poor’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice.
“Non-Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Standard & Poor’s rating methodology, please visit standardandpoors.com and select “Understanding Ratings” under Rating Resources on the homepage.
Libor, coupled with limited nominal spread compression (due to less refinancing activity), drove loan investors’ interest income higher during the fiscal year.
Overall, the fiscal year was characterized by positive credit conditions, including accelerating economic growth, improved corporate earnings growth and a continued low default rate. These characteristics led to a strong demand for US credit, which resulted in robust collateralized loan obligation formation, as well as institutional demand for the asset class.
Credit fundamentals of the loan market remained solid as economic growth remained healthy and corporate earnings improved during the fiscal year. Trade tensions continued to represent a source of uncertainty; however, relatively stable underlying economic momentum during the fiscal year underpinned consistent earnings improvement in the US corporate sector.
Loan defaults remained below their long-term historical averages during the fiscal year. With issuer distress isolated largely to the energy and retail sectors, as well as other highly levered and/or secularly-challenged companies, we viewed default rates as likely to remain below their historical averages and to be driven by a few individual issuers.
At the close of the fiscal year, we continued to believe senior loans were well positioned for the economic and interest rate environment, providing investors with a relatively high level of current income and protection from rising rates due to their floating rate structure, all while sitting atop the capital structure. Central to this belief was the supportive fundamental credit environment, which we believe could persist. We anticipate that both economic and corporate earnings growth may decelerate from 2018 levels as monetary tightening restrains borrowing, rising labor costs slow earnings expansion and fiscal stimulus begins to fade late in the 2019. At the close of the fiscal year, we viewed loans as attractive on a relative basis as the differential between yields in high yield bonds and loans remained near historical lows. As such, we believed that senior loans offered investors the opportunity to own secured credit exposure providing a similar yield as unsecured credit exposure with less duration risk.
During the fiscal year, the Fund used leverage, which allowed us to enhance the Fund’s yield while keeping credit standards high relative to the benchmark. As
4 Invesco Senior Loan Fund
of the close of the fiscal year, leverage accounted for 18% of the Fund’s NAV plus borrowings. Leverage involves borrowing at a floating short-term rate and reinvesting the proceeds at a higher rate. Unlike other fixed income asset classes, using leverage in conjunction with senior loans does not involve the same degree of risk from rising short-term interest rates since the income from senior loans generally adjusts to changes in interest rates, as do the rates which determine the Fund’s borrowing costs. (Similarly, should short term rates fall, borrowing costs also would decline.) For more information about the Fund’s use of leverage, see the Notes to Financial Statements later in this report.
At the end of the fiscal year, the Fund’s holdings inTwin River Management Group,Vistra Operations Company andCalpine Corporation were the largest overweight allocations relative to the benchmark. Meanwhile,Charter Communications Operating,SS&C Technologies andTransDigm were the Fund’s largest underweight allocations relative to the Fund’s benchmark.
The senior loan asset class behaves differently from many traditional fixed income investments. The interest income generated by a portfolio of senior loans is usually determined by a fixed credit spread over Libor. Because senior loans generally have a very short duration and the coupons or interest rates are usually adjusted every 30 to 90 days as Libor changes, the yield on the portfolio adjusts. Interest rate risk refers to the tendency for traditional fixed income prices to decline when interest rates rise. For senior loans, however, interest rates and income are variable and the prices of senior loans are therefore less sensitive to interest rate changes than traditional fixed income bonds. We are monitoring interest rates, the market and economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the US Federal Reserve and certain central banks. If interest rates rise faster than expected, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Fund’s investments or the market price of the Fund’s shares.
As always, we appreciate your continued participation in Invesco Senior Loan Fund.
| 1 | Source: Credit Suisse Group |
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and, if applicable, index disclosures later in this report.
| | |
| | Scott Baskind Portfolio Manager, is manager of Invesco Senior Loan Fund. He joined Invesco or its investment advisory affiliates in 1999. |
| Mr. Baskind earned a BS in business administration, with majors in finance and management information systems, from the University at Albany, State University of New York. |
| | |
| | Tom Ewald Portfolio Manager, is manager of Invesco Senior Loan Fund. He joined Invesco or its investment advisory affiliates in 2000. |
| Mr. Ewald earned a BA from Harvard College and an MBA from the Darden School of Business at the University of Virginia. |
| | |
| | Philip Yarrow Chartered Financial Analyst, Portfolio Manager, is manager of Invesco Senior Loan Fund. He joined Invesco in 2010. |
| Mr. Yarrow earned a BS in mathematics and economics from The University of Nottingham and a master of management degree in finance from Northwestern University. |
5 Invesco Senior Loan Fund
Your Fund’s Long-Term Performance
| | | | |
Average Annual Total Returns | |
As of 2/28/19, including maximum applicable sales charges | |
| |
Class A Shares | | | | |
Inception (2/18/05) | | | 3.37 | % |
10 Years | | | 9.72 | |
5 Years | | | 3.34 | |
1 Year | | | -0.23 | |
| |
Class C Shares* | | | | |
Inception (2/18/05) | | | 2.85 | % |
10 Years | | | 9.28 | |
5 Years | | | 3.23 | |
1 Year | | | 1.51 | |
| |
Class Y Shares | | | | |
Inception (11/8/13) | | | 4.44 | % |
5 Years | | | 4.26 | |
1 Year | | | 3.47 | |
| |
Class IB Shares | | | | |
Inception (10/4/89) | | | 4.94 | % |
10 Years | | | 10.25 | |
5 Years | | | 4.29 | |
1 Year | | | 3.62 | |
| |
Class IC Shares | | | | |
Inception (6/13/03) | | | 4.35 | % |
10 Years | | | 10.14 | |
5 Years | | | 4.10 | |
1 Year | | | 3.30 | |
*Effective January 26, 2019, Class C share performance includes the conversion to A shares after 10 years. | |
| | | | |
Average Annual Total Returns | |
| As of 12/31/18, the most recent calendar quarter end, including maximum applicable sales charges | |
| |
Class A Shares | | | | |
Inception (2/18/05) | | | 3.05 | % |
10 Years | | | 9.97 | |
5 Years | | | 2.58 | |
1 Year | | | -3.55 | |
| |
Class C Shares | | | | |
Inception (2/18/05) | | | 2.53 | % |
10 Years | | | 9.51 | |
5 Years | | | 2.47 | |
1 Year | | | -2.12 | |
| |
Class Y Shares | | | | |
Inception (11/8/13) | | | 3.61 | % |
5 Years | | | 3.49 | |
1 Year | | | -0.10 | |
| |
Class IB Shares | | | | |
Inception (10/4/89) | | | 4.79 | % |
10 Years | | | 10.51 | |
5 Years | | | 3.49 | |
1 Year | | | -0.10 | |
| |
Class IC Shares | | | | |
Inception (6/13/03) | | | 4.08 | % |
10 Years | | | 10.41 | |
5 Years | | | 3.36 | |
1 Year | | | -0.26 | |
The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recentmonth-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class C, Class Y, Class IB and Class IC shares was 2.24%, 2.99%, 1.99%, 1.99% and 2.14%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
Class A share performance reflects
the maximum 3.25% sales charge. Class C share performance reflects an early withdrawal charge of 1% for the first year after purchase. Class IB shares and Class IC shares are not continuously offered and have no early withdrawal charges. Class Y shares do not have afront-end sales charge or a CDSC, therefore performance is at net asset value. Class Y shares do not have early withdrawal charges.
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.
6 Invesco Senior Loan Fund
Invesco Senior Loan Fund’s investment objective is to provide a high level of current income, consistent with preservation of capital.
| ∎ | Unless otherwise stated, information presented in this report is as of February 28, 2019, and is based on total net assets. |
| ∎ | Unless otherwise noted, all data provided by Invesco. |
| ∎ | To access your Fund’s reports/prospectus, visit invesco.com/fundreports. |
| | | | |
About share classes ∎ Class IB sharesandClass IC sharesare not continuously offered and have no early withdrawal charges. ∎ Class Y shares are available to only certain investors. Please see the prospectus for more information. Principal risks of investing in the Fund ∎ Asset-backed securities risk.Asset-backed securities, including collateralized debt obligations, are subject to prepayment or call risk, which is the risk that a borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans, which could result in the Fund reinvesting these early payments at lower interest rates, thereby reducing the Fund’s income. Asset-backed securities also are subject to extension risk, which is the risk that a rise in interest rates could reduce the rate of prepayments, causing the price of the asset-backed securities and the Fund’s share price to fall. ∎ Banking and financial services industry focus risk.From time to time, the Fund may invest more than 25% of its assets in unsecured bank instruments, including but not limited to certificates of deposit and time deposits, or securities that may have guarantees or credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. To the extent the Fund focuses its investments in these instruments or securities, the Fund’s performance will depend on the overall condition of those industries and the individual banks and financial institutions in which the Fund invests (directly or indirectly), the supply of short-term financing, changes in government regulation, changes in interest rates, and economic downturns in the United States and abroad. ∎ Bank loan risk. There are a number of risks associated with an investment in bank loans including credit risk, interest | | rate risk, liquidity risk and prepayment risk. Lack of an active trading market, restrictions on resale, irregular trading activity, wide bid/ask spreads and extended trade settlement periods may impair the Fund’s ability to sell bank loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods may result in cash not being immediately available to the Fund. As a result, the Fund may have to sell other investments or engage in borrowing transactions to raise cash to meet its obligations. The risk of holding bank loans is also directly tied to the risk of insolvency or bankruptcy of the issuing banks. These risks could cause the Fund to lose income or principal on a particular investment, which in turn could affect the Fund’s returns. The value of bank loans can be affected by and sensitive to changes in government regulation and to economic downturns in the United States and abroad. Bank loans generally are floating rate loans, which are subject to interest rate risk as the interest paid on the floating rate loans adjusts periodically based on changes in widely accepted reference rates. Bank loans held by the Fund might not be considered securities for purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934, and therefore a risk exists that purchasers, such as the Fund, may not be entitled to rely on the anti-fraud provisions of those Acts. ∎ Borrower credit risk.Senior Loans, like most other debt obligations, are subject to the risk of default. Default in the payment of interest or principal on a Senior Loan will result in a reduction in income to the Fund, a reduction in the value of the Senior Loan and a potential decrease in the Fund’s net asset value. The risk of default will increase in the event of an economic downturn or a substantial increase in interest rates. The Fund may acquire Senior Loans | | of Borrowers that are experiencing, or are more likely to experience, financial difficulty, including Senior Loans issued in highly leveraged transactions. The Fund may even acquire and retain in its portfolio Senior Loans of Borrowers that have filed for bankruptcy protection. Because of the protective terms of Senior Loans, the Adviser believes that the Fund is more likely to recover more of its investment in a defaulted Senior Loan than would be the case for most other types of defaulted debt securities. Nevertheless, even in the case of collateralized Senior Loans, there is no assurance that sale of the collateral would raise enough cash to satisfy the Borrower’s payment obligation or that the collateral can or will be liquidated. In the case of bankruptcy, liquidation may not occur and the court may not give Lenders the full benefit of their senior position. Uncollateralized Senior Loans involve a greater risk of loss. ∎ Changing fixed income market conditions risk.The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates near historical lows. Increases in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs. ∎ Collateralized loan obligations risk. CLOs are subject to the risks of substantial losses due to actual defaults by underlying borrowers, which will be greater during periods of economic or financial stress. CLOs may also lose value due to collateral defaults and disappearance of subordinate tranches, |
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 | | |
7 Invesco Senior Loan Fund
| | market anticipation of defaults, and investor aversion to CLO securities as a class. The risks of CLOs will be greater if the Fund invests in CLOs that hold loans of uncreditworthy borrowers or if the Fund holds subordinate tranches of the CLO that absorbs losses from the defaults before senior tranches. In addition, CLOs are subject to interest rate risk and credit risk. |
| ∎ | | Credit linked notes risk.Risks of credit linked notes include those risks associated with the underlying reference obligation including but not limited to market risk, interest rate risk, credit risk, default risk and, in some cases, foreign currency risk. An investor in a credit linked note bears counterparty risk or the risk that the issuer of the credit linked note will default or become bankrupt and not make timely payment of principal and interest of the structured security. Credit linked notes may be less liquid than other investments and therefore harder to dispose of at the desired time and price. In addition, credit linked notes may be leveraged and, as a result, small changes in the value of the underlying reference obligation may produce disproportionate losses to the Fund. |
| ∎ | | Debt securities risk.The prices of debt securities held by the Fund will be affected by changes in interest rates, the creditworthiness of the issuer and other factors. An increase in prevailing interest rates typically causes the value of existing debt securities to fall and often has a greater impact on longer-duration debt securities and higher quality debt securities. Falling interest rates will cause the Fund to reinvest the proceeds of debt securities that have been repaid by the issuer at lower interest rates. Falling interest rates may also reduce the Fund’s distributable income because interest payments on floating rate debt instruments held by the Fund will decline. The Fund could lose money on investments in debt securities if the issuer or borrower fails to meet its obligations to make interest payments and/or to repay principal in a timely manner. Changes in an issuer’s financial strength, the market’s perception of such strength or in the credit rating of the issuer or the security may affect the value of debt securities. The Adviser’s credit analysis may fail to anticipate such changes, which could result in buying a debt security at an inopportune time or failing to sell a debt security in advance of a price decline or other credit event. |
| ∎ | | Defaulted securities risk.Defaulted securities pose a greater risk that principal will not be repaid than non-defaulted securities. Defaulted securities and any securities received in an exchange for such securities may be subject to restrictions on resale. |
| ∎ | | Derivatives risk.The value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. |
Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by holding a position in the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying security, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Derivatives strategies may not always be successful. For example, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.
| ∎ | | Financial leverage risk.There are risks associated with borrowing or issuing preferred shares in an effort to increase the yield and distributions on the Common Shares, including that the costs of the financial leverage exceed the income from investments made with such leverage, the higher volatility |
| | | of the net asset value of the Common Shares, and that fluctuations in the interest rates on the borrowing or dividend rates on preferred shares may affect the yield and distributions to the Common Shareholders. The Fund’s use of leverage also may impair the ability of the Fund to maintain its qualification for federal income tax purposes, as a regulated investment company. As long as the Fund is able to invest the proceeds of any financial leverage in senior loans or other investments that provide a higher net return than the current cost of such financial leverage (i.e., the current interest rate on any borrowing or dividend rate of any preferred shares after taking into account the expenses of any borrowing or preferred shares offering) and the Fund’s operating expenses, the effect of leverage will be to cause the Common Shareholders to realize a higher current rate of return than if the Fund were not leveraged. However, if the current costs of financial leverage were to exceed the return on such proceeds after expenses (which the Adviser believes to be an unlikely scenario), the Common Shareholders would have a lower rate of return than if the Fund had an unleveraged capital structure. |
During any annual period when the Fund has a net payable on the interest due on borrowings or the dividends due on any outstanding preferred shares, the failure to pay on such amounts would preclude the Fund from paying dividends on the Common Shares. The rights of lenders to the Fund to receive interest on and repayment of principal on any borrowings will be senior to those of the holders of the Common Shares, and the terms of any such borrowings may contain provisions which limit certain activities of the Fund, including the payment of dividends to holders of Common Shares in certain circumstances, and may require the Fund to pledge assets to secure such borrowings. Further, the terms of such borrowings may, and the 1940 Act does (in certain circumstances), grant to the lenders to the Fund certain voting rights in the event of default in the payment of interest on or repayment of principal. In addition, under the 1940 Act, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such declaration and after deducting the amount of such dividend or distribution, the Fund is in compliance with the asset cover-
8 Invesco Senior Loan Fund
| | age requirements of the 1940 Act. Such prohibition on the payment of dividends or distributions might impair the ability of the Fund to maintain its qualification, for federal income tax purposes, as a regulated investment company. The Fund intends, however, to the extent possible, to repay borrowings or redeem any outstanding preferred securities from time to time if necessary, which may involve the payment by the Fund of a premium and the sale by the Fund of portfolio securities at a time when it may be disadvantageous to do so, to maintain compliance with such asset coverage requirements. |
If there are preferred shares issued and outstanding, holders of the preferred shares will elect two Trustees. In addition, the terms of any preferred shares or borrowing may entitle holders of the preferred shares or lenders, as the case may be, to elect a majority of the Board of Trustees in certain other circumstances.
| ∎ | | Foreign investments risk.The Fund’s foreign investments may be adversely affected by political and social instability, changes in economic or taxation policies, difficulty in enforcing obligations, decreased liquidity or increased volatility. Foreign investments also involve the risk of the possible seizure, nationalization or expropriation of the issuer or foreign deposits (in which the Fund could lose its entire investments in a certain market) and the possible adoption of foreign governmental restrictions such as exchange controls. Unless the Fund has hedged its foreign securities risk, foreign securities risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities de nominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. Currency hedging strategies, if used, are not always successful. |
| ∎ | | High yield debt securities (junk bond) risk.Investments in high yield debt securities (“junk bonds”) and other lower-rated securities will subject the Fund to substantial risk of loss. These securities are considered to be speculative with respect to the issuer’s ability to pay interest and principal when due, are more susceptible to default or decline in market value and are less liquid than investment grade debt securities. Prices of high yield debt securities tend to |
| ∎ | | High yield senior loans risk. Investments in high yield Senior Loans (“junk investments”) and other lower-rated Senior Loans will subject the Fund to substantial risk of loss. These Senior Loans are considered to be speculative with respect to the issuer’s ability to pay interest and principal when due, are more susceptible to default or decline in market value and are less liquid than investment grade debt securities. Prices of high yield Senior Loans tend to be very volatile. |
| ∎ | | Inflation-indexed securities risk. The values of inflation-indexed securities generally fluctuate in response to changes in real interest rates, and the Fund’s income from its investments in these securities is likely to fluctuate considerably more than the income distributions of its investments in more traditional fixed-income securities. |
| ∎ | | Liquidity risk. The Fund may be unable to sell illiquid investments at the time or price it desires and, as a result, could lose its entire investment in such investments. Liquid securities can become illiquid during periods of market stress. If a significant amount of the Fund’s securities become illiquid, the Fund may not be able to timely pay redemption proceeds and may need to sell securities at significantly reduced prices. |
| ∎ | | Management risk. The Fund is actively managed and depends heavily on the Adviser’s judgment about markets, interest rates or the attractiveness, relative values, liquidity, or potential appreciation of particular investments made for the Fund’s portfolio. The Fund could experience losses if these judgments prove to be incorrect. Additionally, legislative, regulatory, or tax developments may adversely affect management of the Fund and, therefore, the ability of the Fund to achieve its investment objective. |
| ∎ | | Market risk. The market values of the Fund’s investments, and therefore the value of the Fund’s shares, will go up and down, sometimes rapidly or unpredictably. Market risk may affect a single issuer, industry or section of the economy, or it may affect the market as a whole. Individual stock prices tend to go up and down more dramatically than those of certain other types of investments, such as bonds. During a general downturn in the financial markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that specific |
| | investments held by the Fund will rise in value. |
| ∎ | | No trading market for shares risk. The Fund is a closed-end investment company designed primarily for long-term investors and not as a trading vehicle. While there is no restriction on transferring the Shares, the Fund does not intend to list the Shares for trading on any national securities exchange. There is no secondary trading market for Shares. An investment in the Shares is illiquid. There is no guarantee that you will be able to sell all of the Shares that you desire to sell in any repurchase offer by the Fund. |
| ∎ | | Repurchase offer risk. If the Fund repurchases more Shares than it is able to sell, the Fund’s net assets may decline and its expense ratios may increase, and the Fund’s ability to achieve its investment objective may be adversely affected. Moreover, this may force the Fund to sell assets it would not otherwise sell, and the Fund may be forced to dispose of Fund assets that may have declined in value. The Fund may borrow money to, among other things, finance repurchases of Shares. The rights of any lenders to the Fund to receive payments of interest on and repayments of principal of any borrowings will be senior to the rights of shareholders. The loan agreement for any borrowing likely will limit certain activities of the Fund, including the payment of dividends to holders of Shares in certain circumstances. Interest payments and fees incurred in connection with borrowings to finance repurchases of Shares will reduce the amount of net income available for payment to shareholders and may increase volatility of the net asset value of the Common Shares. See also the next section above on “Financial leverage” and the section of the Prospectus entitled “Repurchase of Shares.” |
| ∎ | | Warrants, equity securities and junior debt securities risk. Warrants, equity securities and junior debt securities have a subordinate claim on a Borrower’s assets as compared with Senior Loans. As a result, the values of warrants, equity securities 8 and junior debt securities generally are more dependent on the financial condition of the Borrower and less dependent on fluctuations in interest rates than are the values of many debt securities. The values of warrants, equity securities and junior debt securities may be more volatile than those of Senior Loans and thus may increase the volatility of the |
9 Invesco Senior Loan Fund
| | Fund’s net asset value. Additionally, warrants may be significantly less valuable on their relevant expiration date resulting in a loss of money or they may expire worthless resulting in a total loss of the investment. Warrants may also be postponed or terminated early resulting in a partial or total loss of the investment. Warrants may also be illiquid. |
About indexes used in this report
| ∎ | | TheCredit Suisse Leveraged Loan Index represents tradable, senior-secured, US dollar-denominated,non-investment grade loans. |
| ∎ | | 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. |
Other information
| ∎ | | The returns shown in management’s discussion of Fund performance are based on net asset values (NAVs) calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs and returns reported in the Financial Highlights. |
| ∎ | | Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s. |
10 Invesco Senior Loan Fund
Schedule of Investments
February 28, 2019
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Variable Rate Senior Loan Interests-103.58%(b)(c) | | | | | | | | | | | | | | | | | | | | |
Aerospace & Defense-3.29% | | | | | | | | | | | | | | | | | | | | |
Consolidated Aerospace Manufacturing, LLC, Term Loan (1 mo. USD LIBOR + 3.75%)
(Acquired08/19/2015-02/28/2018; Cost $1,442,526)(d) | | | 6.24% | | | | 08/11/2022 | | | | | | | $ | 762 | | | $ | 761,474 | |
DAE Aviation Holdings, Inc., Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 07/07/2022 | | | | | | | | 1,274 | | | | 1,277,980 | |
Greenrock Finance, Inc., Term Loan B (3 mo. USD LIBOR + 3.50%) | | | 6.31% | | | | 06/28/2024 | | | | | | | | 1,344 | | | | 1,337,715 | |
IAP Worldwide Services
Revolver (Acquired 07/22/2014; Cost $1,299,963)
(Acquired08/05/2014-03/16/2018; Cost $187,044)(d)(e) | | | 8.30% | | | | 07/18/2019 | | | | | | | | 1,870 | | | | 1,870,435 | |
Second Lien Term Loan (3 mo. USD LIBOR + 6.50%) | | | 9.31% | | | | 07/18/2019 | | | | | | | | 2,183 | | | | 2,168,820 | |
Maxar Technologies Ltd. (Canada), Term Loan B (1 mo. USD LIBOR + 2.75%) | | | 5.25% | | | | 10/04/2024 | | | | | | | | 1,972 | | | | 1,694,455 | |
Peraton Corp., Term Loan (3 mo. USD LIBOR + 5.25%)(d) | | | 8.06% | | | | 04/29/2024 | | | | | | | | 1,119 | | | | 1,093,675 | |
Perspecta, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 05/31/2025 | | | | | | | | 509 | | | | 501,632 | |
Space Exploration Technologies Corp., Term Loan (1 mo. USD LIBOR + 4.25%)(d)(f) | | | - | | | | 11/21/2025 | | | | | | | | 1,330 | | | | 1,329,935 | |
TransDigm, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan E (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 05/30/2025 | | | | | | | | 5,342 | | | | 5,275,288 | |
Term Loan F (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 06/09/2023 | | | | | | | | 1,329 | | | | 1,315,924 | |
Vectra Co. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 03/08/2025 | | | | | | | | 590 | | | | 566,779 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.25%) | | | 9.75% | | | | 03/08/2026 | | | | | | | | 348 | | | | 336,260 | |
Wesco Aircraft Hardware Corp., Term Loan B (1 mo. USD LIBOR + 2.50%) | | | 5.00% | | | | 02/28/2021 | | | | | | | | 949 | | | | 935,606 | |
Xebec Global Holdings, LLC, Term Loan (3 mo. USD LIBOR + 5.50%)
(Acquired02/12/2018-07/20/2018; Cost $614,118)(d) | | | 8.28% | | | | 02/12/2024 | | | | | | | | 616 | | | | 609,709 | |
| | | | | | | | | | | | | | | | | | | | 21,075,687 | |
| | | | | |
Air Transport-1.53% | | | | | | | | | | | | | | | | | | | | |
American Airlines, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 12/14/2023 | | | | | | | | 729 | | | | 719,426 | |
Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.23% | | | | 06/27/2025 | | | | | | | | 74 | | | | 73,011 | |
Avolon TLB Borrower 1 (US) LLC, Term LoanB-3 (1 mo. USD LIBOR + 2.00%) | | | 4.48% | | | | 01/15/2025 | | | | | | | | 5,990 | | | | 5,995,552 | |
Gol LuxCo S.A. (Luxembourg), Term Loan (3 mo. USD LIBOR + 6.50%) | | | 6.50% | | | | 08/31/2020 | | | | | | | | 2,998 | | | | 3,035,439 | |
| | | | | | | | | | | | | | | | | | | | 9,823,428 | |
| | | | | |
Automotive-2.57% | | | | | | | | | | | | | | | | | | | | |
Allison Transmission, Inc., Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 09/23/2022 | | | | | | | | 20 | | | | 20,327 | |
American Axle & Manufacturing, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 04/06/2024 | | | | | | | | 1,202 | | | | 1,180,755 | |
Belron Finance US LLC, Term Loan B (3 mo. USD LIBOR + 2.50%)(d) | | | 5.19% | | | | 11/13/2025 | | | | | | | | 192 | | | | 191,941 | |
Dayco Products, LLC, Term Loan (3 mo. USD LIBOR + 4.25%)(d) | | | 6.88% | | | | 05/19/2023 | | | | | | | | 681 | | | | 663,848 | |
Garrett Borrowing LLC (Switzerland) | | | | | | | | | | | | | | | | | | | | |
Term Loan B (3 mo. EURIBOR + 2.75%) | | | 2.75% | | | | 09/27/2025 | | | | EUR | | | | 123 | | | | 139,074 | |
Term Loan B (3 mo. USD LIBOR + 3.00%) | | | 5.33% | | | | 09/27/2025 | | | | | | | | 421 | | | | 415,080 | |
Mavis Tire Express Services Corp. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 03/20/2025 | | | | | | | | 1,188 | | | | 1,177,753 | |
Delayed Draw Term Loan (e) | | | 5.74% | | | | 03/20/2025 | | | | | | | | 159 | | | | 157,895 | |
Midas Intermediate Holdco II, LLC, Term Loan (3 mo. USD LIBOR + 2.75%) | | | 5.57% | | | | 08/18/2021 | | | | | | | | 50 | | | | 49,294 | |
Navistar Financial Corp., Term Loan B (1 mo. USD LIBOR + 3.75%) | | | 6.25% | | | | 07/31/2025 | | | | | | | | 1,086 | | | | 1,087,629 | |
Navistar, Inc., Term Loan B (1 mo. USD LIBOR + 3.50%) | | | 6.02% | | | | 11/06/2024 | | | | | | | | 1 | | | | 541 | |
Superior Industries International, Inc., Term Loan (1 mo. USD LIBOR + 4.00%)(d) | | | 6.49% | | | | 05/22/2024 | | | | | | | | 1,014 | | | | 993,338 | |
Tenneco, Inc., Term Loan B (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 10/01/2025 | | | | | | | | 2,698 | | | | 2,684,983 | |
ThermaSys Corp. | | | | | | | | | | | | | | | | | | | | |
Term Loan (3 mo. USD LIBOR + 6.00%)(d) | | | 8.80% | | | | 10/02/2023 | | | | | | | | 116 | | | | 105,580 | |
Term Loan (3 mo. USD LIBOR + 6.00%) | | | 8.80% | | | | 01/01/2024 | | | | | | | | 635 | | | | 577,443 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
11 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Automotive-(continued) | | | | | | | | | | | | | | | | | | | | |
TI Group Automotive Systems, L.L.C., Term Loan (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 06/30/2025 | | | | | | | $ | 315 | | | $ | 311,701 | |
Tower Automotive Holdings USA, LLC, Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.31% | | | | 03/07/2024 | | | | | | | | 1,403 | | | | 1,361,361 | |
Transtar Holding Co.
Delayed Draw Term Loan (Acquired04/11/2017-07/06/2017; Cost $157,710)
(Acquired04/11/2017-07/06/2017; Cost $864,740)(d)(e) | | | 0.00% | | | | 04/10/2022 | | | | | | | | 170 | | | | 169,535 | |
First Lien Term Loan (1 mo. USD LIBOR + 4.25%)(d) | | | 6.75% | | | | 04/11/2022 | | | | | | | | 2,134 | | | | 2,069,736 | |
PIK Term Loan, 7.75% PIK, 1.00% Cash Rate (Acquired04/11/2017-04/11/2018; Cost $665,515)(d)(g) | | | 7.75% | | | | 04/11/2022 | | | | | | | | 726 | | | | 696,684 | |
Wand NewCo 3, Inc., Term Loan(f) | | | - | | | | 01/24/2026 | | | | | | | | 1,719 | | | | 1,726,193 | |
Winter Park Intermediate, Inc., First Lien Term Loan (1 mo. USD LIBOR + 4.75%)(d) | | | 7.24% | | | | 04/04/2025 | | | | | | | | 746 | | | | 730,959 | |
| | | | | | | | | | | | | | | | | | | | 16,511,650 | |
| | | | | |
Beverage& Tobacco-0.48% | | | | | | | | | | | | | | | | | | | | |
AI Aqua Merger Sub, Inc.
First Lien Term LoanB-1 (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 12/13/2023 | | | | | | | | 2,103 | | | | 2,031,522 | |
First Lien Incremental Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 12/13/2023 | | | | | | | | 554 | | | | 535,486 | |
Arterra Wines Canada, Inc., First Lien Term LoanB-1 (3 mo. USD LIBOR + 2.75%) | | | 5.54% | | | | 12/15/2023 | | | | | | | | 541 | | | | 541,327 | |
| | | | | | | | | | | | | | | | | | | | 3,108,335 | |
| | | | | |
Building & Development-2.67% | | | | | | | | | | | | | | | | | | | | |
American Builders & Contractors Supply Co., Inc., Term LoanB-2 (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 10/31/2023 | | | | | | | | 2,019 | | | | 2,009,081 | |
Beacon Roofing Supply, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.77% | | | | 01/02/2025 | | | | | | | | 166 | | | | 164,871 | |
Capital Automotive L.P.
First Lien Term LoanB-2 (1 mo. USD LIBOR + 3.00%) | | | 5.00% | | | | 03/24/2024 | | | | | | | | 3,140 | | | | 3,101,649 | |
Second Lien Term Loan B (1 mo. USD LIBOR + 6.00%) | | | 8.50% | | | | 03/24/2025 | | | | | | | | 1,405 | | | | 1,408,518 | |
DiversiTech Holdings, Inc.
Second Lien Term Loan (3 mo. USD LIBOR + 7.50%)
(Acquired 05/18/2017; Cost $200,530) | | | 10.31% | | | | 06/02/2025 | | | | | | | | 82 | | | | 79,095 | |
Term LoanB-1 (3 mo. USD LIBOR + 3.00%) | | | 5.80% | | | | 06/03/2024 | | | | | | | | 736 | | | | 719,247 | |
Financiere Persea (Proxiserve), Term Loan B(f) | | | - | | | | 02/26/2026 | | | E | UR | | | | 170 | | | | 193,749 | |
Forterra Finance, LLC, Second Lien Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 10/25/2023 | | | | | | | | 896 | | | | 835,729 | |
HD Supply Waterworks, Ltd., Term Loan (3 mo. USD LIBOR + 3.00%) | | | 5.72% | | | | 08/01/2024 | | | | | | | | 181 | | | | 180,007 | |
HD Supply, Inc., Term LoanB-5 (1 mo. USD LIBOR + 1.25%) | | | 4.24% | | | | 10/17/2023 | | | | | | | | 1,806 | | | | 1,800,792 | |
Pisces Midco, Inc., Term Loan (3 mo. USD LIBOR + 3.75%) | | | 6.55% | | | | 04/12/2025 | | | | | | | | 295 | | | | 287,432 | |
Quikrete Holdings, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.24% | | | | 11/15/2023 | | | | | | | | 1,194 | | | | 1,180,840 | |
Re/Max, LLC, Term Loan (1 mo. USD LIBOR + 2.75%)
(Acquired 12/14/2016; Cost $2,318,256) | | | 5.24% | | | | 12/15/2023 | | | | | | | | 2,315 | | | | 2,296,699 | |
Realogy Group LLC, Term Loan (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 02/08/2025 | | | | | | | | 246 | | | | 240,347 | |
SRS Distribution, Inc., Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 05/23/2025 | | | | | | | | 1,625 | | | | 1,597,593 | |
Werner FinCo L.P., Term Loan (3 mo. USD LIBOR + 4.00%) | | | 6.80% | | | | 07/24/2024 | | | | | | | | 1,056 | | | | 1,023,498 | |
| | | | | | | | | | | | | | | | | | | | 17,119,147 | |
| | | | | |
Business Equipment & Services-10.52% | | | | | | | | | | | | | | | | | | | | |
Allied Universal Holdco LLC
First Lien Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 07/28/2022 | | | | | | | | 1,619 | | | | 1,595,281 | |
Term Loan (1 mo. USD LIBOR + 4.25%) | | | 6.74% | | | | 07/28/2022 | | | | | | | | 1,720 | | | | 1,702,573 | |
Alorica, Inc., Term Loan B (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 06/30/2022 | | | | | | | | 1,115 | | | | 1,100,320 | |
Altran Technologies (France), Term Loan B (3 mo. USD LIBOR + 2.25%) | | | 5.04% | | | | 03/20/2025 | | | | | | | | 354 | | | | 349,175 | |
Asurion LLC
Term LoanB-4 (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 08/04/2022 | | | | | | | | 12 | | | | 11,803 | |
Term LoanB-6 (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 11/03/2023 | | | | | | | | 8,711 | | | | 8,721,603 | |
Term LoanB-7 (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 11/03/2024 | | | | | | | | 395 | | | | 395,474 | |
Second Lien Term LoanB-2 (1 mo. USD LIBOR + 6.50%) | | | 9.00% | | | | 08/04/2025 | | | | | | | | 7,397 | | | | 7,538,468 | |
Blackhawk Network Holdings, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 06/15/2026 | | | | | | | | 372 | | | | 370,053 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
12 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Business Equipment & Services-(continued) | | | | | | | | | | | | | | | | | | | | |
Blucora, Inc., Term Loan (1 mo. USD LIBOR + 3.00%)(d) | | | 5.49% | | | | 05/22/2024 | | | | | | | $ | 181 | | | $ | 180,530 | |
Brand Energy & Infrastructure Services, Inc., Term Loan (3 mo. USD LIBOR + 4.25%) | | | 6.96% | | | | 06/21/2024 | | | | | | | | 1,725 | | | | 1,689,859 | |
Brightview Landscapes, LLC
Revolver Loan(d)(e) | | | 0.00% | | | | 08/15/2023 | | | | | | | | 418 | | | | 386,515 | |
Term Loan (1 mo. USD LIBOR + 2.50%) | | | 5.00% | | | | 08/15/2025 | | | | | | | | 348 | | | | 348,225 | |
Cast & Crew Payroll, LLC, First Lien Term Loan(f) | | | - | | | | 02/07/2026 | | | | | | | | 674 | | | | 678,391 | |
Checkout Holding Corp. | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 9.50%) | | | 0.00% | | | | 06/14/2019 | | | | | | | | 410 | | | | 353,111 | |
Term Loan (1 mo. USD LIBOR + 7.50%) | | | 9.99% | | | | 02/15/2023 | | | | | | | | 343 | | | | 334,344 | |
CRCI Longhorn Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.50%) | | | 6.02% | | | | 08/08/2025 | | | | | | | | 134 | | | | 132,189 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.25%)(d) | | | 9.77% | | | | 08/08/2026 | | | | | | | | 72 | | | | 71,490 | |
Crossmark Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 7.50%)(d) | | | 10.00% | | | | 12/20/2019 | | | | | | | | 180 | | | | 179,547 | |
Second Lien Term Loan (3 mo. USD LIBOR + 7.50%) | | | 10.31% | | | | 12/21/2020 | | | | | | | | 826 | | | | 10,839 | |
First Lien Term Loan (3 mo. USD LIBOR + 3.50%) | | | 6.30% | | | | 12/20/2019 | | | | | | | | 1,568 | | | | 435,022 | |
Dream Secured Bondco AB, Term Loan B1F (3 mo. EURIBOR + 3.50%) | | | 3.50% | | | | 10/21/2022 | | | | EUR | | | | 277 | | | | 314,787 | |
Dun & Bradstreet Corp. (The), Term Loan(f) | | | - | | | | 02/06/2026 | | | | | | | | 2,425 | | | | 2,431,288 | |
First Data Corp.
Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 07/08/2022 | | | | | | | | 919 | | | | 918,940 | |
Term Loan A (1 mo. USD LIBOR + 1.50%) | | | 3.99% | | | | 10/26/2023 | | | | | | | | 1,873 | | | | 1,866,046 | |
Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 04/26/2024 | | | | | | | | 186 | | | | 186,087 | |
FleetCor Technologies Operating Co., LLC, Term LoanB-3 (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 08/02/2024 | | | | | | | | 228 | | | | 228,623 | |
GI Revelation Acquisition LLC
First Lien Term Loan (1 mo. USD LIBOR + 5.00%) | | | 7.49% | | | | 04/16/2025 | | | | | | | | 1,307 | | | | 1,298,567 | |
Second Lien Term Loan (1 mo. USD LIBOR + 9.00%) (Acquired 04/11/2018; Cost $356,738) | | | 11.50% | | | | 04/16/2026 | | | | | | | | 375 | | | | 359,961 | |
Global Payments, Inc., Term LoanB-4 (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 10/17/2025 | | | | | | | | 692 | | | | 688,254 | |
Hillman Group, Inc., Term Loan (3 mo. USD LIBOR + 4.00%) | | | 6.80% | | | | 05/30/2025 | | | | | | | | 1,513 | | | | 1,468,718 | |
INDIGOCYAN Midco Ltd., Term Loan B (3 mo. GBP LIBOR + 4.75%)(d) | | | 5.60% | | | | 06/23/2024 | | | | GBP | | | | 609 | | | | 809,187 | |
ION Trading Technologies S.a.r.l., Term Loan (2 mo. USD LIBOR + 4.00%) | | | 6.64% | | | | 11/21/2024 | | | | | | | | 599 | | | | 570,731 | |
Iron Mountain, Inc., Term Loan B (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 01/02/2026 | | | | | | | | 1,118 | | | | 1,098,005 | |
KAR Auction Services, Inc., Term LoanB-5 (3 mo. USD LIBOR + 2.50%) | | | 5.31% | | | | 03/09/2023 | | | | | | | | 1,430 | | | | 1,430,162 | |
Karman Buyer Corp.
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 07/23/2021 | | | | | | | | 328 | | | | 288,906 | |
First Lien Term LoanB-2 (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 07/23/2021 | | | | | | | | 1,732 | | | | 1,521,548 | |
KBR, Inc., Term Loan B (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 04/25/2025 | | | | | | | | 2,081 | | | | 2,088,176 | |
Monitronics International, Inc., Term LoanB-2 (3 mo. USD LIBOR + 5.50%) | | | 8.30% | | | | 09/30/2022 | | | | | | | | 3,219 | | | | 2,831,010 | |
Outfront Media Capital LLC, Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.52% | | | | 03/18/2024 | | | | | | | | 27 | | | | 27,466 | |
Prime Security Services Borrower, LLC, First Lien Term LoanB-1 (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 05/02/2022 | | | | | | | | 1,873 | | | | 1,870,414 | |
Prometric Holdings, Inc., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.50% | | | | 01/29/2025 | | | | | | | | 569 | | | | 566,656 | |
Refinitiv US Holdings, Inc., Term Loan B (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 10/01/2025 | | | | | | | | 6,873 | | | | 6,779,462 | |
Spin Holdco, Inc., First Lien Term LoanB-1 (3 mo. USD LIBOR + 3.25%) | | | 6.03% | | | | 11/14/2022 | | | | | | | | 5,380 | | | | 5,337,851 | |
Trans Union LLC, Term LoanB-4 (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 06/19/2025 | | | | | | | | 383 | | | | 381,446 | |
Ventia Deco LLC, Term Loan B (3 mo. USD LIBOR + 4.00%)(d) | | | 6.30% | | | | 05/21/2022 | | | | | | | | 1,265 | | | | 1,268,521 | |
Wash MultiFamily Acquisition, Inc.
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 05/16/2022 | | | | | | | | 1,100 | | | | 1,061,131 | |
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 05/16/2022 | | | | | | | | 154 | | | | 148,419 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 05/12/2023 | | | | | | | | 121 | | | | 117,125 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 05/14/2023 | | | | | | | | 21 | | | | 20,514 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
13 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity
Date | | | Principal
Amount
(000)(a) | | | Value | |
Business Equipment & Services-(continued) | | | | | | | | | | | | | | | | |
West Corp. | | | | | | | | | | | | | | | | |
Term Loan B (1 mo. USD LIBOR + 4.00%) | | | 6.63% | | | | 10/10/2024 | | | $ | 2,083 | | | $ | 1,979,204 | |
Term LoanB-1 (1 mo. USD LIBOR + 3.50%) | | | 6.13% | | | | 10/10/2024 | | | | 964 | | | | 907,216 | |
| | | | | | | | | | | | | | | | 67,449,233 | |
| | | | |
Cable & Satellite Television-7.46% | | | | | | | | | | | | | | | | |
Altice Financing S.A. (Luxembourg)
Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 07/15/2025 | | | | 622 | | | | 603,890 | |
Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.23% | | | | 01/31/2026 | | | | 862 | | | | 839,172 | |
Altice France S.A. (France)
Term LoanB-12 (1 mo. USD LIBOR + 3.69%) | | | 6.17% | | | | 01/31/2026 | | | | 4,779 | | | | 4,640,004 | |
Term LoanB-13 (1 mo. USD LIBOR + 4.00%) | | | 6.49% | | | | 08/14/2026 | | | | 3,798 | | | | 3,705,371 | |
Atlantic Broadband Finance, LLC, Term Loan B (1 mo. USD LIBOR + 2.38%) | | | 4.86% | | | | 01/03/2025 | | | | 2,976 | | | | 2,953,015 | |
Charter Communications Operating, LLC, Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.50% | | | | 04/30/2025 | | | | 79 | | | | 78,505 | |
CSC Holdings, LLC | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 07/17/2025 | | | | 7,183 | | | | 7,112,039 | |
Term Loan (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 01/15/2026 | | | | 1,974 | | | | 1,954,516 | |
Term Loan (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 01/25/2026 | | | | 2,015 | | | | 2,008,827 | |
TDC A/S, Term Loan (1 mo. EURIBOR + 2.75%) | | | 2.75% | | | | 06/04/2025 | | | EUR | 171 | | | | 194,567 | |
Telenet Financing USD LLC, Term Loan AN (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 08/15/2026 | | | | 4,021 | | | | 3,973,690 | |
Unitymedia Finance LLC (Germany) | | | | | | | | | | | | | | | | |
Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 09/30/2025 | | | | 428 | | | | 426,320 | |
Term Loan D (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 01/15/2026 | | | | 2,462 | | | | 2,452,444 | |
UPC Financing Partnership, Term Loan AR (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 01/15/2026 | | | | 6,481 | | | | 6,480,265 | |
Virgin Media Bristol LLC, Term Loan K (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 01/15/2026 | | | | 7,256 | | | | 7,216,293 | |
Ziggo Secured Finance Partnership, Term Loan E (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 04/15/2025 | | | | 3,264 | | | | 3,229,515 | |
| | | | | | | | | | | | | | | | 47,868,433 | |
| | | | |
Chemicals & Plastics-3.90% | | | | | | | | | | | | | | | | |
Alpha US Bidco, Inc., Term LoanB-1 (3 mo. USD LIBOR + 3.00%) | | | 5.80% | | | | 01/31/2024 | | | | 1,161 | | | | 1,145,558 | |
Avantor, Inc., Term LoanB-1 (3 mo. EURIBOR + 3.75%) | | | 3.75% | | | | 11/21/2024 | | | EUR | 1,499 | | | | 1,710,725 | |
Cabot Microelectronics Corp., Term Loan (1 mo. USD LIBOR + 2.25%) | | | 4.75% | | | | 11/14/2025 | | | | 1,263 | | | | 1,261,061 | |
Charter NEX US, Inc., First Lien Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 05/16/2024 | | | | 80 | | | | 78,719 | |
Colouroz Investment LLC
First Lien Term LoanB-2 (3 mo. USD LIBOR + 3.00%) | | | 5.78% | | | | 09/07/2021 | | | | 1,618 | | | | 1,520,666 | |
Term Loan C (3 mo. USD LIBOR + 3.00%) | | | 5.78% | | | | 09/07/2021 | | | | 268 | | | | 251,384 | |
Diamond (BC) B.V. (Netherlands), Term Loan B (2 mo. USD LIBOR + 3.00%) | | | 5.75% | | | | 09/06/2024 | | | | 885 | | | | 855,879 | |
Encapsys, LLC
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 11/07/2024 | | | | 222 | | | | 219,537 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.50%)(d) | | | 10.00% | | | | 11/07/2025 | | | | 114 | | | | 109,605 | |
H.B. Fuller Co., Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.48% | | | | 10/20/2024 | | �� | | 108 | | | | 107,334 | |
HII Holding Corp.
First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 12/20/2019 | | | | 393 | | | | 392,685 | |
Second Lien Term Loan (1 mo. USD LIBOR + 8.50%) (Acquired 10/05/2017; Cost $204,464)(d) | | | 11.00% | | | | 12/21/2020 | | | | 202 | | | | 202,439 | |
Ineos US Finance LLC, Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 03/31/2024 | | | | 84 | | | | 83,095 | |
Invictus US NewCo LLC
First Lien Term Loan (2 mo. USD LIBOR + 3.00%) | | | 5.58% | | | | 03/28/2025 | | | | 712 | | | | 710,862 | |
Second Lien Term Loan (1 mo. USD LIBOR + 6.75%)(d) | | | 9.24% | | | | 03/30/2026 | | | | 379 | | | | 378,265 | |
KPEX Holdings, Inc.
Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 01/31/2025 | | | | 346 | | | | 333,973 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 01/31/2026 | | | | 149 | | | | 143,546 | |
Messer Industries USA, Inc., Term LoanB-1(f) | | | - | | | | 10/01/2025 | | | | 2,846 | | | | 2,832,611 | |
Natgasoline LLC, Term Loan (3 mo. USD LIBOR + 3.50%)(d) | | | 6.25% | | | | 11/14/2025 | | | | 573 | | | | 574,459 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
14 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Chemicals & Plastics-(continued) | | | | | | | | | | | | | | | | | | | | |
Oxea Corp., Term LoanB-2 (1 mo. USD LIBOR + 3.50%) | | | 6.06% | | | | 10/14/2024 | | | | | | | $ | 1,147 | | | $ | 1,146,041 | |
PQ Corp., Term LoanB-1 (3 mo. USD LIBOR + 2.50%) | | | 5.25% | | | | 02/05/2025 | | | | | | | | 365 | | | | 363,478 | |
Starfruit US Holdco LLC, Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.77% | | | | 10/01/2025 | | | | | | | | 7,338 | | | | 7,310,297 | |
Tata Chemicals North America, Inc., Term Loan (3 mo. USD LIBOR + 2.75%) | | | 5.56% | | | | 08/07/2020 | | | | | | | | 902 | | | | 900,009 | |
Trinseo Materials Finance, Inc., Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 09/06/2024 | | | | | | | | 168 | | | | 166,337 | |
Tronox Finance LLC | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 09/23/2024 | | | | | | | | 811 | | | | 810,640 | |
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 09/23/2024 | | | | | | | | 352 | | | | 351,277 | |
Univar, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan(f) | | | - | | | | 07/01/2024 | | | | EUR | | | | 237 | | | | 271,711 | |
Term Loan(f) | | | - | | | | 07/01/2024 | | | | | | | | 313 | | | | 313,473 | |
Venator Finance S.a.r.l., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 08/08/2024 | | | | | | | | 465 | | | | 459,463 | |
| | | | | | | | | | | | | | | | | | | | 25,005,129 | |
| | | | | |
Clothing & Textiles-0.71% | | | | | | | | | | | | | | | | | | | | |
ABG Intermediate Holdings 2 LLC | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | �� | | 09/26/2024 | | | | | | | | 1,041 | | | | 1,029,718 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.75%) | | | 10.25% | | | | 09/29/2025 | | | | | | | | 1,158 | | | | 1,142,200 | |
Ascena Retail Group, Inc., Term Loan B (1 mo. USD LIBOR + 4.50%) | | | 7.00% | | | | 08/21/2022 | | | | | | | | 564 | | | | 519,164 | |
International Textile Group, Inc., First Lien Term Loan (1 mo. USD LIBOR + 5.00%) | | | 7.51% | | | | 05/01/2024 | | | | | | | | 643 | | | | 632,078 | |
Oak Parent, Inc., Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 10/26/2023 | | | | | | | | 1,171 | | | | 1,109,270 | |
Tumi, Inc., Term Loan B (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 04/25/2025 | | | | | | | | 143 | | | | 139,280 | |
| | | | | | | | | | | | | | | | | | | | 4,571,710 | |
| | | | | |
Conglomerates-0.40% | | | | | | | | | | | | | | | | | | | | |
CTC AcquiCo GmbH (Germany) | | | | | | | | | | | | | | | | | | | | |
Term LoanB-1 (3 mo. EURIBOR + 2.75%) | | | 2.75% | | | | 03/07/2025 | | | | EUR | | | | 447 | | | | 502,292 | |
Term LoanB-2 (3 mo. USD LIBOR + 3.00%) | | | 5.63% | | | | 03/07/2025 | | | | | | | | 584 | | | | 577,273 | |
Penn Engineering & Manufacturing Corp., Term Loan B (1 mo. USD LIBOR + 2.75%) | | | 5.25% | | | | 06/27/2024 | | | | | | | | 665 | | | | 660,939 | |
Safe Fleet Holdings LLC | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.52% | | | | 02/01/2025 | | | | | | | | 386 | | | | 377,226 | |
First Lien Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.27% | | | | 02/03/2025 | | | | | | | | 264 | | | | 260,378 | |
Second Lien Term Loan (1 mo. USD LIBOR + 6.75%) | | | 9.27% | | | | 02/02/2026 | | | | | | | | 187 | | | | 178,187 | |
| | | | | | | | | | | | | | | | | | | | 2,556,295 | |
| | | | | |
Containers & Glass Products-2.59% | | | | | | | | | | | | | | | | | | | | |
Berlin Packaging, LLC | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.54% | | | | 11/07/2025 | | | | | | | | 2,175 | | | | 2,142,614 | |
Term LoanB-1 (1 mo. USD LIBOR + 3.00%)(f) | | | - | | | | 11/07/2025 | | | | | | | | 658 | | | | 641,650 | |
Berry Global, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.27% | | | | 01/06/2021 | | | | | | | | 621 | | | | 619,931 | |
Term Loan S (1 mo. USD LIBOR + 1.75%) | | | 4.27% | | | | 02/08/2020 | | | | | | | | 212 | | | | 211,831 | |
BWAY Holding Co., Term Loan (3 mo. USD LIBOR + 3.25%) | | | 6.03% | | | | 04/03/2024 | | | | | | | | 477 | | | | 468,974 | |
Consolidated Container Company LLC, First Lien Term Loan (1 mo. USD LIBOR + 3.50%) | | | 5.24% | | | | 05/22/2024 | | | | | | | | 784 | | | | 779,979 | |
Duran Group, Term LoanB-2 (3 mo. USD LIBOR + 4.00%)(d) | | | 6.78% | | | | 03/21/2024 | | | | | | | | 2,522 | | | | 2,471,320 | |
Flex Acquisition Co., Inc., Incremental Term Loan B (1 mo. USD LIBOR + 3.25%) | | | 5.76% | | | | 06/29/2025 | | | | | | | | 1,576 | | | | 1,555,644 | |
Fort Dearborn Holding Co., Inc. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (3 mo. USD LIBOR + 4.00%) | | | 6.79% | | | | 10/19/2023 | | | | | | | | 873 | | | | 847,685 | |
Second Lien Term Loan (3 mo. USD LIBOR + 8.50%) | | | 11.30% | | | | 10/19/2024 | | | | | | | | 166 | | | | 153,771 | |
Hoffmaster Group, Inc., Term LoanB-1 (1 mo. USD LIBOR + 4.00%) | | | 6.49% | | | | 11/21/2023 | | | | | | | | 664 | | | | 663,440 | |
Klockner Pentaplast of America, Inc. (Luxembourg) | | | | | | | | | | | | | | | | | | | | |
Term Loan (3 mo. EURIBOR + 4.75%) | | | 4.75% | | | | 06/30/2022 | | | | EUR | | | | 302 | | | | 310,376 | |
Term Loan (1 mo. USD LIBOR + 4.25%) | | | 6.74% | | | | 06/30/2022 | | | | | | | | 306 | | | | 280,611 | |
Multi-Color Corp., Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 10/31/2024 | | | | | | | | 347 | | | | 346,380 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
15 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | Principal
Amount
(000)(a) | | | Value | |
Containers & Glass Products-(continued) | | | | | | | | | | | | | | | | |
Ranpak Corp. | | | | | | | | | | | | | | | | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.25%)
(Acquired 09/24/2014; Cost $140,956)(d) | | | 9.73% | | | | 10/03/2022 | | | $ | 141 | | | $ | 140,986 | |
Term LoanB-1 (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 10/01/2021 | | | | 406 | | | | 405,158 | |
Refresco Group, N.V. (Netherlands), Term LoanB-3 (3 mo. USD LIBOR + 3.25%)(d) | | | 5.94% | | | | 03/28/2025 | | | | 782 | | | | 778,290 | |
Reynolds Group Holdings, Inc., Incremental Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 02/05/2023 | | | | 3,123 | | | | 3,113,876 | |
Trident TPI Holdings, Inc. | | | | | | | | | | | | | | | | |
Term LoanB-2 (3 mo. EURIBOR + 3.50%) | | | 3.50% | | | | 10/17/2024 | | | EUR | 156 | | | | 172,451 | |
Term LoanB-1 (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 10/17/2024 | | | | 543 | | | | 530,651 | |
| | | | | | | | | | | | | | | | 16,635,618 | |
| | | | |
Cosmetics & Toiletries-0.91% | | | | | | | | | | | | | | | | |
Alphabet Holding Co., Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | | | 09/26/2024 | | | | 2,265 | | | | 2,171,228 | |
Anastasia Parent, LLC, Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.25% | | | | 08/11/2025 | | | | 476 | | | | 453,111 | |
Coty, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.76% | | | | 04/05/2025 | | | | 3,299 | | | | 3,228,975 | |
| | | | | | | | | | | | | | | | 5,853,314 | |
| | | | |
Drugs-2.61% | | | | | | | | | | | | | | | | |
BPA Laboratories | | | | | | | | | | | | | | | | |
First Lien Term Loan (3 mo. USD LIBOR + 5.75%)
(Acquired 04/29/2014; Cost $2,370,771)(d) | | | 8.55% | | | | 04/29/2020 | | | | 2,466 | | | | 2,380,014 | |
Second Lien Term Loan (3 mo. USD LIBOR + 7.75%)(d) | | | 10.56% | | | | 04/29/2020 | | | | 2,145 | | | | 1,994,365 | |
Endo LLC, Term Loan (1 mo. USD LIBOR + 4.25%) | | | 6.75% | | | | 04/29/2024 | | | | 3,322 | | | | 3,333,115 | |
Phoenix Guarantor, Inc. | | | | | | | | | | | | | | | | |
Delayed Draw Term Loan(e) | | | 0.00% | | | | 02/12/2026 | | | | 121 | | | | 119,777 | |
Term Loan(f) | | | - | | | | 02/12/2026 | | | | 1,327 | | | | 1,317,542 | |
Valeant Pharmaceuticals International, Inc. (Canada) | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.51% | | | | 06/01/2025 | | | | 4,371 | | | | 4,379,392 | |
Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.26% | | | | 11/27/2025 | | | | 3,241 | | | | 3,235,122 | |
| | | | | | | | | | | | | | | | 16,759,327 | |
| | | | |
Ecological Services & Equipment-1.26% | | | | | | | | | | | | | | | | |
Advanced Disposal Services, Inc., Term Loan (1 wk. USD LIBOR + 2.25%) | | | 4.67% | | | | 11/10/2023 | | | | 490 | | | | 490,218 | |
EnergySolutions, LLC, Term Loan (3 mo. USD LIBOR + 3.75%) | | | 6.55% | | | | 05/11/2025 | | | | 704 | | | | 623,843 | |
GFL Environmental, Inc. (Canada), Incremental Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 05/30/2025 | | | | 4,997 | | | | 4,924,717 | |
Patriot Container Corp., Second Lien Term Loan (1 mo. USD LIBOR + 7.75%)(d) | | | 10.25% | | | | 03/20/2026 | | | | 299 | | | | 289,016 | |
Tunnel Hill Partners, L.P., Term Loan B(f) | | | - | | | | 02/08/2026 | | | | 627 | | | | 622,641 | |
WCA Waste Systems, Inc., Term Loan (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 08/12/2023 | | | | 1,165 | | | | 1,151,233 | |
| | | | | | | | | | | | | | | | 8,101,668 | |
| | | | |
Electronics & Electrical-9.62% | | | | | | | | | | | | | | | | |
4L Technologies, Inc., Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 05/08/2020 | | | | 2,581 | | | | 2,549,035 | |
Applied Systems, Inc. | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 09/19/2024 | | | | 66 | | | | 65,380 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 09/19/2025 | | | | 58 | | | | 58,628 | |
Blackboard, Inc., Term LoanB-4 (3 mo. USD LIBOR + 5.00%) | | | 7.78% | | | | 06/30/2021 | | | | 34 | | | | 32,702 | |
Brave Parent Holdings, Inc., First Lien Term Loan (1 mo. USD LIBOR + 4.00%) | | | 6.49% | | | | 04/18/2025 | | | | 425 | | | | 422,722 | |
Canyon Valor Cos., Inc., First Lien Term Loan (3 mo. USD LIBOR + 2.75%) | | | 5.55% | | | | 06/16/2023 | | | | 1,740 | | | | 1,721,717 | |
CommScope, Inc., Term Loan(f) | | | - | | | | 04/01/2026 | | | | 3,639 | | | | 3,655,640 | |
Compuware Corp., Term Loan (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | | | 08/25/2025 | | | | 29 | | | | 28,937 | |
Diebold Nixdorf, Inc. | | | | | | | | | | | | | | | | |
Term LoanA-1 (1 mo. USD LIBOR + 9.25%) | | | 11.75% | | | | 08/31/2022 | | | | 1,982 | | | | 2,110,285 | |
Term Loan B (3 mo. USD LIBOR + 2.75%) | | | 5.31% | | | | 11/06/2023 | | | | 1,613 | | | | 1,518,388 | |
DigiCert Holdings, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 8.00%) | | | 10.50% | | | | 10/31/2025 | | | | 234 | | | | 229,501 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
16 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | Principal
Amount
(000)(a) | | | Value | |
Electronics & Electrical-(continued) | | | | | | | | | | | | | | | | |
Dynatrace LLC, Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.49% | | | | 08/21/2026 | | | $ | 98 | | | $ | 98,119 | |
Energizer Holdings, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 12/17/2025 | | | | 760 | | | | 760,570 | |
Epicor Software Corp., First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 06/01/2022 | | | | 10 | | | | 9,983 | |
Finastra USA, Inc. (Luxembourg) | | | | | | | | | | | | | | | | |
First Lien Term Loan (3 mo. EURIBOR + 3.25%) | | | 4.25% | | | | 06/13/2024 | | | EUR | 714 | | | | 814,521 | |
First Lien Term Loan (3 mo. USD LIBOR + 3.50%) | | | 6.30% | | | | 06/13/2024 | | | | 969 | | | | 961,194 | |
Go Daddy Operating Company, LLC, Term LoanB-1 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 02/15/2024 | | | | 1,303 | | | | 1,302,631 | |
Hyland Software, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 07/07/2025 | | | | 204 | | | | 203,738 | |
IGT Holding IV AB, Term Loan B (3 mo. USD LIBOR + 3.75%)
(Acquired 07/25/2017; Cost $1,039,864) | | | 6.57% | | | | 07/31/2024 | | | | 1,040 | | | | 1,024,266 | |
I-Logic Technologies Bidco Ltd., Term Loan (3 mo. EURIBOR + 3.25%) | | | 4.25% | | | | 12/21/2024 | | | EUR | 169 | | | | 192,231 | |
Imperva, Inc. | | | | | | | | | | | | | | | | |
Second Lien Term Loan(f) | | | - | | | | 01/11/2027 | | | | 562 | | | | 552,568 | |
Term Loan (1 mo. USD LIBOR + 4.00%)(f) | | | - | | | | 01/10/2026 | | | | 228 | | | | 228,181 | |
Integrated Device Technology, Inc., Term LoanB-1 (1 mo. USD LIBOR + 2.50%)
(Acquired 05/29/2018; Cost 690,330)(d) | | | 4.99% | | | | 04/04/2024 | | | | 684 | | | | 683,448 | |
MA Finance Co., LLC, Term LoanB-2 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 11/19/2021 | | | | 3,716 | | | | 3,687,647 | |
Marcel Bidco LLC | | | | | | | | | | | | | | | | |
Term LoanB-1(f) | | | - | | | | 09/27/2025 | | | | 242 | | | | 240,281 | |
Term LoanB-2(f) | | | - | | | | 09/27/2025 | | | EUR | 90 | | | | 102,635 | |
Mavenir Systems, Inc., Term Loan (1 mo. USD LIBOR + 6.00%)
(Acquired 05/01/2018; Cost $1,375,987) | | | 8.52% | | | | 05/08/2025 | | | | 1,613 | | | | 1,596,907 | |
Mediaocean LLC, First Lien Term Loan (1 mo. USD LIBOR + 4.25%) | | | 6.75% | | | | 08/15/2022 | | | | 1,679 | | | | 1,674,641 | |
Mirion Technologies, Inc., Term Loan(f) | | | - | | | | 03/04/2026 | | | | 823 | | | | 724,400 | |
MKS Instruments, Inc., Term LoanB-5(f) | | | - | | | | 01/30/2026 | | | | 117 | | | | 117,337 | |
Neustar, Inc. | | | | | | | | | | | | | | | | |
Term LoanB-4 (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | | | 08/08/2024 | | | | 1,135 | | | | 1,095,354 | |
Term LoanB-5(f) | | | - | | | | 08/08/2024 | | | | 639 | | | | 627,488 | |
Oberthur Technologies of America Corp., Term LoanB-1 (3 mo. USD LIBOR + 3.75%) | | | 6.55% | | | | 01/10/2024 | | | | 965 | | | | 951,901 | |
OEConnection LLC | | | | | | | | | | | | | | | | |
First Lien Term Loan (3 mo. USD LIBOR + 4.00%) | | | 6.50% | | | | 11/22/2024 | | | | 760 | | | | 754,457 | |
Second Lien Term Loan (1 mo. USD LIBOR + 8.00%)
(Acquired 11/22/2017; Cost $145,104)(d) | | | 10.50% | | | | 11/21/2025 | | | | 147 | | | | 145,385 | |
Omnitracs, Inc., Term Loan (3 mo. USD LIBOR + 2.75%) | | | 5.58% | | | | 03/23/2025 | | | | 2,031 | | | | 2,000,891 | |
Open Text Corp., Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 05/30/2025 | | | | 49 | | | | 48,760 | |
Optiv, Inc. | | | | | | | | | | | | | | | | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.25%) | | | 9.75% | | | | 02/01/2025 | | | | 417 | | | | 396,498 | |
Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 02/01/2024 | | | | 1,987 | | | | 1,910,182 | |
Project Accelerate Parent, LLC, First Lien Term Loan (1 mo. USD LIBOR + 4.25%)
(Acquired 12/15/2017; Cost $682,599)(d) | | | 6.77% | | | | 01/02/2025 | | | | 682 | | | | 684,043 | |
Project Leopard Holdings, Inc. | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 4.25%)(f) | | | - | | | | 07/07/2023 | | | | 740 | | | | 733,621 | |
Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 07/07/2023 | | | | 719 | | | | 713,778 | |
Quest Software US Holdings, Inc., First Lien Term Loan (3 mo. USD LIBOR + 4.25%) | | | 7.00% | | | | 05/16/2025 | | | | 3,959 | | | | 3,950,369 | |
Renaissance Holding Corp., Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 05/29/2026 | | | | 242 | | | | 223,594 | |
Resideo Funding, Inc, Term Loan B (2 mo. USD LIBOR + 2.00%) | | | 4.63% | | | | 10/25/2025 | | | | 437 | | | | 436,935 | |
Riverbed Technology, Inc., Term Loan (1 mo. USD LIBOR + 4.00%) | | | 5.75% | | | | 04/24/2022 | | | | 3,043 | | | | 2,778,713 | |
Sandvine Corp. (Canada) | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 4.50%)(d) | | | 7.02% | | | | 10/31/2025 | | | | 1,236 | | | | 1,217,627 | |
Second Lien Term Loan (1 mo. USD LIBOR + 8.00%)(d) | | | 10.50% | | | | 11/02/2026 | | | | 180 | | | | 177,975 | |
Science Applications International Corp., Term Loan B (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 10/31/2025 | | | | 1,426 | | | | 1,416,033 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
17 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity
Date | | | Principal
Amount
(000)(a) | | | | | | Value | |
Electronics & Electrical-(continued) | | | | | | | | | | | | | | | | | | | | |
SS&C Technologies, Inc. | | | | | | | | | | | | | | | | | | | | |
Term LoanB-3 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 04/16/2025 | | | | | | | $ | 3,849 | | | $ | 3,836,510 | |
Term LoanB-4 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 04/16/2025 | | | | | | | | 1,474 | | | | 1,469,596 | |
Term LoanB-5 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 04/16/2025 | | | | | | | | 2,501 | | | | 2,493,460 | |
Sybil Software LLC, Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.30% | | | | 09/29/2023 | | | | | | | | 2,941 | | | | 2,943,353 | |
TIBCO Software, Inc., Term LoanB-1 (1 mo. USD LIBOR + 3.50%) | | | 6.01% | | | | 12/04/2020 | | | | | | | | 57 | | | | 56,589 | |
TTM Technologies, Inc., Term Loan B (1 mo. USD LIBOR + 2.50%) | | | 5.01% | | | | 09/28/2024 | | | | | | | | 1,739 | | | | 1,719,247 | |
Vertafore, Inc., Term Loan (3 mo. USD LIBOR + 3.25%) | | | 6.05% | | | | 07/02/2025 | | | | | | | | 100 | | | | 98,550 | |
Xperi Corp., Term LoanB-1 (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 12/01/2023 | | | | | | | | 1,478 | | | | 1,458,152 | |
| | | | | | | | | | | | | | | | | | | | 61,707,294 | |
Equipment Leasing-0.02% | | | | | | | | | | | | | | | | | | | | |
United Rentals (North America), Inc., Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 10/31/2025 | | | | | | | | 122 | | | | 122,257 | |
Financial Intermediaries-0.85% | | | | | | | | | | | | | | | | | | | | |
Advisor Group, Inc., Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 08/17/2025 | | | | | | | | 780 | | | | 781,598 | |
Evergood 4 APS, Term LoanB-3(f) | | | - | | | | 02/06/2025 | | | | EUR | | | | 63 | | | | 71,687 | |
LPL Holdings, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.73% | | | | 09/23/2024 | | | | | | | | 198 | | | | 197,402 | |
MoneyGram International, Inc., Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 03/27/2020 | | | | | | | | 3,357 | | | | 3,113,734 | |
SGG Holdings S.A. (Luxembourg), Term Loan B (6mo. EURIBOR + 3.75%) | | | 3.75% | | | | 07/11/2025 | | | | EUR | | | | 402 | | | | 455,395 | |
Stiphout Finance LLC (Virgin Islands (British)) | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 10/26/2022 | | | | | | | | 812 | | | | 794,680 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.25%) (Acquired 07/23/2015; Cost $21,777)(d) | | | 9.75% | | | | 10/26/2023 | | | | | | | | 22 | | | | 20,326 | |
| | | | | | | | | | | | | | | | | | | | 5,434,822 | |
Food Products-4.11% | | | | | | | | | | | | | | | | | | | | |
8th Avenue Food & Provisions, Inc. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.27% | | | | 10/01/2025 | | | | | | | | 4 | | | | 3,815 | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.75%) | | | 10.27% | | | | 10/01/2026 | | | | | | | | 435 | | | | 434,991 | |
CHG PPC Parent LLC, Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 03/31/2025 | | | | | | | | 648 | | | | 644,214 | |
CSM Bakery Supplies LLC, First Lien Term Loan (3 mo. USD LIBOR + 4.00%) | | | 6.80% | | | | 07/03/2020 | | | | | | | | 1,877 | | | | 1,777,090 | |
Dole Food Co., Inc., Term Loan B (3 mo. USD LIBOR + 2.75%) | | | 5.25% | | | | 04/06/2024 | | | | | | | | 2,841 | | | | 2,811,215 | |
H-Food Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 3.69%) | | | 6.18% | | | | 05/23/2025 | | | | | | | | 3,201 | | | | 3,168,565 | |
Term LoanB-2 (1 mo. USD LIBOR + 4.00%) | | | 6.49% | | | | 05/23/2025 | | | | | | | | 90 | | | | 89,336 | |
Jacobs Douwe Egberts International B.V., Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.56% | | | | 11/01/2025 | | | | | | | | 836 | | | | 833,553 | |
JBS USA Lux S.A., Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.26% | | | | 10/30/2022 | | | | | | | | 8,319 | | | | 8,312,206 | |
MastronardiProduce-USA, Inc., Term Loan B (1 mo. USD LIBOR + 3.25%) | | | 5.76% | | | | 05/01/2025 | | | | | | | | 489 | | | | 488,004 | |
Nomad Foods US LLC (United Kingdom), Term LoanB-4 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 05/15/2024 | | | | | | | | 1,188 | | | | 1,169,688 | |
Shearer’s Foods, LLC | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (1 mo. USD LIBOR + 4.25%) | | | 6.74% | | | | 06/30/2021 | | | | | | | | 1,326 | | | | 1,320,369 | |
Second Lien Term Loan (1 mo. USD LIBOR + 6.75%) (Acquired 06/19/2014; Cost $249,281) | | | 9.24% | | | | 06/30/2022 | | | | | | | | 246 | | | | 239,567 | |
United Natural Foods, Inc., Term Loan B (1 mo. USD LIBOR + 4.25%) | | | 6.74% | | | | 10/22/2025 | | | | | | | | 5,699 | | | | 5,072,028 | |
| | | | | | | | | | | | | | | | | | | | 26,364,641 | |
Food Service-1.77% | | | | | | | | | | | | | | | | | | | | |
Carlisle FoodService Products, Inc. | | | | | | | | | | | | | | | | | | | | |
Delayed Draw Term Loan(e) | | | 0.00% | | | | 03/20/2025 | | | | | | | | 32 | | | | 30,586 | |
Term Loan | | | 5.49% | | | | 03/20/2025 | | | | | | | | 139 | | | | 134,579 | |
Houston Foods, Inc., Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 07/20/2025 | | | | | | | | 1,291 | | | | 1,276,913 | |
IRB Holding Corp., Term Loan B (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 02/05/2025 | | | | | | | | 2,020 | | | | 2,008,913 | |
New Red Finance, Inc., Term LoanB-3 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 02/16/2024 | | | | | | | | 366 | | | | 363,850 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
18 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Food Service-(continued) | | | | | | | | | | | | | | | | | | | | |
NPC International, Inc.
First Lien Term Loan (2 mo. USD LIBOR + 3.50%) | | | 6.05% | | | | 04/19/2024 | | | | | | | $ | 859 | | | $ | 810,097 | |
Second Lien Term Loan (2 mo. USD LIBOR + 7.50%) | | | 10.14% | | | | 04/18/2025 | | | | | | | | 240 | | | | 220,378 | |
Restaurant Technologies, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 6.50%)(d) | | | 8.99% | | | | 10/01/2026 | | | | | | | | 442 | | | | 443,481 | |
Tacala Investment Corp., Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.50% | | | | 02/01/2026 | | | | | | | | 310 | | | | 306,993 | |
US Foods, Inc., Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 06/27/2023 | | | | | | | | 4,597 | | | | 4,578,520 | |
Weight Watchers International, Inc., Term Loan (3 mo. USD LIBOR + 4.75%) | | | 7.56% | | | | 11/29/2024 | | | | | | | | 1,220 | | | | 1,187,363 | |
| | | | | | | | | | | | | | | | | | | | 11,361,673 | |
| | | | | |
Forest Products-0.14% | | | | | | | | | | | | | | | | | | | | |
American Greetings Corp., Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 04/06/2024 | | | | | | | | 877 | | | | 874,737 | |
| | | | | |
Health Care-3.78% | | | | | | | | | | | | | | | | | | | | |
Acadia Healthcare Co., Inc. | | | | | | | | | | | | | | | | | | | | |
Term LoanB-3 (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 02/11/2022 | | | | | | | | 673 | | | | 672,053 | |
Term LoanB-4 (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 02/16/2023 | | | | | | | | 1,628 | | | | 1,625,932 | |
Argon Medical Devices Holdings, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 8.00%)(d) | | | 10.50% | | | | 01/23/2026 | | | | | | | | 76 | | | | 75,689 | |
athenahealth, Inc., Term Loan B(f) | | | - | | | | 02/11/2026 | | | | | | | | 3,100 | | | | 3,090,224 | |
BVI Medical, Inc., Term Loan(f) | | | - | | | | 02/18/2026 | | | | EUR | | | | 171 | | | | 196,443 | |
Dentalcorp Perfect Smile ULC (Canada)
Second Lien Term Loan (1 mo. USD LIBOR + 7.50%) | | | 10.00% | | | | 06/08/2026 | | | | | | | | 621 | | | | 611,243 | |
Second Lien Term Loan(e) | | | 10.11% | | | | 06/08/2026 | | | | | | | | 155 | | | | 152,811 | |
Global Healthcare Exchange, LLC, Term Loan (3 mo. USD LIBOR + 3.25%) | | | 6.07% | | | | 06/28/2024 | | | | | | | | 281 | | | | 278,458 | |
GoodRx, Inc., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.50% | | | | 10/10/2025 | | | | | | | | 367 | | | | 365,808 | |
Greatbatch, Ltd., Term Loan B (1 mo. USD LIBOR + 3.00%) | | | 5.51% | | | | 10/27/2022 | | | | | | | | 137 | | | | 137,665 | |
HC Group Holdings III, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 04/07/2022 | | | | | | | | 771 | | | | 765,338 | |
Heartland Dental, LLC, Term Loan | | | 6.24% | | | | 04/30/2025 | | | | | | | | 55 | | | | 54,387 | |
IQVIA, Inc., Term LoanB-2 (1 mo. USD LIBOR + 2.00%) | | | 4.80% | | | | 01/17/2025 | | | | | | | | 29 | | | | 29,476 | |
IWH UK Midco Ltd., Term Loan B (3 mo. EURIBOR + 4.00%) | | | 4.00% | | | | 01/31/2025 | | | | EUR | | | | 411 | | | | 463,269 | |
MPH Acquisition Holdings LLC, Term Loan (3 mo. USD LIBOR + 2.75%) | | | 5.55% | | | | 06/07/2023 | | | | | | | | 3,792 | | | | 3,761,222 | |
Nidda Healthcare Holding AG (Germany)
Term Loan C (3 mo. GBP LIBOR + 4.50%) | | | 5.37% | | | | 08/21/2024 | | | | GBP | | | | 172 | | | | 228,255 | |
Term Loan D (3 mo. EURIBOR+ 4.00%) | | | 4.00% | | | | 08/21/2024 | | | | EUR | | | | 642 | | | | 732,807 | |
Ortho-Clinical Diagnostics, Inc., Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 06/30/2025 | | | | | | | | 2,264 | | | | 2,245,419 | |
Prophylaxis B.V. (Netherlands), Term Loan B (3 mo. EURIBOR + 4.00%) | | | | | | | | | | | | | | | | | | | | |
(Acquired 07/02/2018; Cost $1,720,189) | | | 4.00% | | | | 06/05/2025 | | | | EUR | | | | 1,729 | | | | 1,863,033 | |
Surgery Center Holdings, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 09/02/2024 | | | | | | | | 709 | | | | 693,841 | |
Team Health Holdings, Inc., Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 02/06/2024 | | | | | | | | 1,208 | | | | 1,097,161 | |
Terveys-ja hoivapalvelut Suomi Oy (Finland)
First Lien Term Loan B (3 mo. EURIBOR + 4.25%) | | | 4.25% | | | | 08/11/2025 | | | | EUR | | | | 609 | | | | 699,437 | |
Second Lien Term Loan (3 mo. EURIBOR + 7.50%) | | | 7.50% | | | | 07/19/2026 | | | | EUR | | | | 333 | | | | 378,160 | |
Unilabs Diagnostics AB (Sweden), Revolver Loan(d)(e) | | | 0.00% | | | | 04/01/2021 | | | | EUR | | | | 769 | | | | 859,047 | |
Verscend Holding Corp., Term Loan B (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 08/27/2025 | | | | | | | | 2,903 | | | | 2,912,142 | |
WP CityMD Bidco LLC, Term Loan (3 mo. USD LIBOR + 3.50%) | | | 6.30% | | | | 06/07/2024 | | | | | | | | 230 | | | | 226,207 | |
| | | | | | | | | | | | | | | | | | | | 24,215,527 | |
| | | | | |
Home Furnishings-1.10% | | | | | | | | | | | | | | | | | | | | |
Comfort Holding, LLC, First Lien Term Loan (1 mo. USD LIBOR + 4.75%) | | | 7.24% | | | | 02/05/2024 | | | | | | | | 1,033 | | | | 980,426 | |
Global Appliance, Inc., Term Loan B (1 mo. USD LIBOR + 4.00%) | | | 6.50% | | | | 09/29/2024 | | | | | | | | 1,002 | | | | 1,000,920 | |
Hayward Industries, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | | | 08/05/2024 | | | | | | | | 10 | | | | 10,029 | |
Hilding Anders AB, Term Loan B (3 mo. EURIBOR + 4.50%) | | | 4.50% | | | | 11/29/2024 | | | | EUR | | | | 386 | | | | 358,618 | |
Lifetime Brands, Inc., Term Loan B (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | | | 02/28/2025 | | | | | | | | 392 | | | | 387,135 | |
PGT Innovations, Inc., Term Loan (2 mo. USD LIBOR + 3.50%) | | | 6.04% | | | | 02/16/2022 | | | | | | | | 47 | | | | 46,675 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
19 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Home Furnishings-(continued) | | | | | | | | | | | | | | | | | | | | |
Serta Simmons Bedding, LLC, First Lien Term Loan (1 mo. USD LIBOR + 3.50%) | | | 6.01% | | | | 11/08/2023 | | | | | | | $ | 1,958 | | | $ | 1,639,697 | |
SIWF Holdings, Inc., Term Loan (1 mo. USD LIBOR + 4.25%) | | | 6.73% | | | | 06/15/2025 | | | | | | | | 1,259 | | | | 1,257,027 | |
TGP Holdings III, LLC | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (3 mo. USD LIBOR + 4.25%)(d) | | | 7.05% | | | | 09/25/2024 | | | | | | | | 1,140 | | | | 1,088,688 | |
Second Lien Term Loan (3 mo. USD LIBOR + 8.50%)(d) | | | 11.31% | | | | 09/25/2025 | | | | | | | | 309 | | | | 299,727 | |
| | | | | | | | | | | | | | | | | | | | 7,068,942 | |
| | | | | |
Industrial Equipment-1.57% | | | | | | | | | | | | | | | | | | | | |
Airxcel, Inc., First Lien Term Loan (1 mo. USD LIBOR + 4.50%) | | | 7.00% | | | | 04/28/2025 | | | | | | | | 240 | | | | 228,916 | |
Alpha AB Bidco BV, Term Loan B(f) | | | - | | | | 07/30/2025 | | | | EUR | | | | 230 | | | | 261,937 | |
Altra Industrial Motion Corp., Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 10/01/2025 | | | | | | | | 1,069 | | | | 1,060,019 | |
Clark Equipment Co., Term Loan B (3 mo. USD LIBOR + 2.00%) | | | 4.80% | | | | 05/18/2024 | | | | | | | | 1,587 | | | | 1,571,953 | |
Columbus McKinnon Corp., Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.30% | | | | 01/31/2024 | | | | | | | | 22 | | | | 21,469 | |
DXP Enterprises, Inc., Term Loan (1 mo. USD LIBOR + 4.75%)(d) | | | 7.25% | | | | 08/29/2023 | | | | | | | | 509 | | | | 509,227 | |
Engineered Machinery Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (3 mo. USD LIBOR + 3.25%) | | | 6.05% | | | | 07/19/2024 | | | | | | | | 615 | | | | 598,060 | |
First Lien Incremental Term Loan (1 wk. USD LIBOR + 4.25%) | | | 7.07% | | | | 07/19/2024 | | | | | | | | 415 | | | | 413,261 | |
Second Lien Term Loan (3 mo. USD LIBOR + 7.25%) | | | 10.06% | | | | 07/18/2025 | | | | | | | | 577 | | | | 569,865 | |
Gardner Denver, Inc., Term LoanB-1 (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 07/30/2024 | | | | | | | | 1,252 | | | | 1,253,262 | |
Generac Power Systems, Inc., Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.26% | | | | 05/31/2023 | | | | | | | | 333 | | | | 330,833 | |
Hamilton Holdco LLC, Term Loan B (3 mo. USD LIBOR + 2.00%)(d) | | | 4.81% | | | | 07/02/2025 | | | | | | | | 1,283 | | | | 1,280,945 | |
MX Holdings US, Inc., Term LoanB-1-C (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 07/31/2025 | | | | | | | | 1,163 | | | | 1,165,899 | |
New VAC US LLC, Term Loan B (3 mo. USD LIBOR + 4.00%)(d) | | | 6.80% | | | | 03/08/2025 | | | | | | | | 425 | | | | 422,484 | |
Rexnord LLC/ RBS Global, Inc., Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 08/21/2024 | | | | | | | | 49 | | | | 48,470 | |
Robertshaw US Holding Corp., Second Lien Term Loan (1 mo. USD LIBOR + 8.00%)(d) | | | 10.50% | | | | 02/28/2026 | | | | | | | | 388 | | | | 345,648 | |
| | | | | | | | | | | | | | | | | | | | 10,082,248 | |
| | | | | |
Insurance-1.35% | | | | | | | | | | | | | | | | | | | | |
Alliant Holdings Intermediate, LLC, Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.23% | | | | 05/09/2025 | | | | | | | | 426 | | | | 421,647 | |
AmWINS Group, LLC, First Lien Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.25% | | | | 01/25/2024 | | | | | | | | 1,723 | | | | 1,717,716 | |
FrontDoor, Inc., Term Loan (1 mo. USD LIBOR + 2.50%) | | | 5.00% | | | | 08/16/2025 | | | | | | | | 312 | | | | 311,293 | |
Hub International Ltd., Term Loan (3 mo. USD LIBOR + 2.75%) | | | 5.52% | | | | 04/25/2025 | | | | | | | | 2,904 | | | | 2,881,865 | |
USI, Inc., Term Loan (3 mo. USD LIBOR + 3.00%) | | | 5.80% | | | | 05/16/2024 | | | | | | | | 3,375 | | | | 3,349,883 | |
| | | | | | | | | | | | | | | | | | | | 8,682,404 | |
| | | | | |
Leisure Goods, Activities & Movies-3.83% | | | | | | | | | | | | | | | | | | | | |
Alpha Topco Ltd. (United Kingdom), Term Loan B (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 02/01/2024 | | | | | | | | 7,242 | | | | 7,115,099 | |
AMC Entertainment, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 12/15/2022 | | | | | | | | 4 | | | | 3,853 | |
Term Loan(f) | | | - | | | | 12/15/2023 | | | | | | | | 244 | | | | 242,855 | |
Ancestry.com Operations, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 10/19/2023 | | | | | | | | 770 | | | | 768,155 | |
Callaway Golf Co., Term Loan (3 mo. USD LIBOR + 4.50%)(f) | | | - | | | | 01/07/2026 | | | | | | | | 390 | | | | 392,971 | |
Cinemark USA, Inc., Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.25% | | | | 03/31/2025 | | | | | | | | 127 | | | | 126,231 | |
Crown Finance US, Inc., Term Loan (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 02/28/2025 | | | | | | | | 5,288 | | | | 5,262,463 | |
CWGS Group, LLC, Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.27% | | | | 11/08/2023 | | | | | | | | 1,111 | | | | 1,053,409 | |
Dorna Sports, S.L., Term LoanB-2 (6mo. USD LIBOR + 3.00%) | | | 5.88% | | | | 04/12/2024 | | | | | | | | 683 | | | | 667,854 | |
Equinox Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.49% | | | | 09/06/2024 | | | | | | | | 132 | | | | 133,272 | |
Term LoanB-1 (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 03/08/2024 | | | | | | | | 1 | | | | 996 | |
Fitness International, LLC, Term Loan B (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 04/18/2025 | | | | | | | | 1,530 | | | | 1,524,725 | |
Invictus Media S.L.U. (Spain) | | | | | | | | | | | | | | | | | | | | |
Term LoanB-1 (6mo. EURIBOR + 4.50%) | | | 4.50% | | | | 06/26/2025 | | | | EUR | | | | 475 | | | | 541,930 | |
Term LoanB-2 (6mo. EURIBOR + 4.50%) | | | 4.50% | | | | 06/26/2025 | | | | EUR | | | | 285 | | | | 324,864 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
20 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Leisure Goods, Activities & Movies-(continued) | | | | | | | | | | | | | | | | | | | | |
Lakeland Tours, LLC, Term Loan (3 mo. USD LIBOR + 4.00%) | | | 6.79% | | | | 12/15/2024 | | | | | | | $ | 754 | | | $ | 748,864 | |
Orbiter International S.a.r.l. (Luxembourg), Term LoanB-2 (3 mo. CHF LIBOR + 4.25%)
(Acquired 07/27/2017; Cost $366,999) | | | 4.25% | | | | 07/11/2024 | | | | CHF | | | | 369 | | | | 366,561 | |
Sabre GLBL, Inc., Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 02/22/2024 | | | | | | | | 113 | | | | 112,790 | |
Shutterfly, Inc. | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.25% | | | | 08/17/2024 | | | | | | | | 816 | | | | 809,520 | |
Term Loan B (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 08/17/2024 | | | | | | | | 456 | | | | 449,323 | |
SSH Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
First Lien Term Loan (2 mo. USD LIBOR + 4.25%) | | | 6.90% | | | | 07/30/2025 | | | | | | | | 484 | | | | 479,275 | |
Second Lien Term Loan (2 mo. USD LIBOR + 8.25%)(d) | | | 10.90% | | | | 07/30/2026 | | | | | | | | 215 | | | | 216,346 | |
UFC Holdings, LLC, First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.75% | | | | 08/18/2023 | | | | | | | | 3,183 | | | | 3,190,530 | |
| | | | | | | | | | | | | | | | | | | | 24,531,886 | |
| | | | | |
Lodging & Casinos-4.31% | | | | | | | | | | | | | | | | | | | | |
AMCP Clean Acquisition Co., LLC | | | | | | | | | | | | | | | | | | | | |
Term Loan (3 mo. USD LIBOR + 4.25%) | | | 7.06% | | | | 06/16/2025 | | | | | | | | 554 | | | | 545,940 | |
Delayed Draw Term Loan(e) | | | 7.15% | | | | 06/16/2025 | | | | | | | | 134 | | | | 131,684 | |
B&B Hotels SAS, Term Loan B (3 mo. EURIBOR + 3.00%) | | | 3.00% | | | | 03/14/2023 | | | | EUR | | | | 1,024 | | | | 1,154,342 | |
Belmond Interfin Ltd. (Bermuda), Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 07/03/2024 | | | | | | | | 440 | | | | 440,242 | |
Boyd Gaming Corp., Term Loan B (1 wk. USD LIBOR + 2.50%) | | | 4.67% | | | | 09/15/2023 | | | | | | | | 102 | | | | 102,145 | |
Caesars Resort Collection, LLC, Term Loan B (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 12/22/2024 | | | | | | | | 7,725 | | | | 7,713,415 | |
CityCenter Holdings, LLC, Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 04/18/2024 | | | | | | | | 570 | | | | 567,036 | |
Las Vegas Sands, LLC/Venetian Casino Resort, LLC, Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 03/27/2025 | | | | | | | | 11 | | | | 11,240 | |
Penn National Gaming, Inc., Incremental Term LoanB-1 (3 mo. USD LIBOR + 2.25%) | | | 4.84% | | | | 10/15/2025 | | | | | | | | 746 | | | | 744,357 | |
Scientific Games International, Inc., Term LoanB-5 (1 mo. USD LIBOR + 2.75%) | | | 5.31% | | | | 08/14/2024 | | | | | | | | 5,560 | | | | 5,519,917 | |
Stars Group (US)Co-Borrower, LLC, Term Loan (3 mo. USD LIBOR + 3.50%) | | | 6.31% | | | | 07/10/2025 | | | | | | | | 5,443 | | | | 5,452,704 | |
Station Casinos LLC, Term Loan B (1 mo. USD LIBOR + 3.00%) | | | 5.00% | | | | 06/08/2023 | | | | | | | | 2,556 | | | | 2,549,059 | |
Twin River Management Group, Inc., Term Loan (3 mo. USD LIBOR + 3.50%) | | | 6.30% | | | | 07/10/2020 | | | | | | | | 2,510 | | | | 2,514,769 | |
VICI Properties 1 LLC, Term Loan B (1 mo. USD LIBOR + 2.00%) | | | 4.48% | | | | 12/20/2024 | | | | | | | | 150 | | | | 148,960 | |
Wyndham Hotels & Resorts, Inc., Term Loan B (1 mo. USD LIBOR + 1.75%)(f) | | | - | | | | 05/30/2025 | | | | | | | | 71 | | | | 70,382 | |
| | | | | | | | | | | | | | | | | | | | 27,666,192 | |
| | | | | |
Nonferrous Metals & Minerals-0.62% | | | | | | | | | | | | | | | | | | | | |
American Rock Salt Co. LLC, Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 03/21/2025 | | | | | | | | 593 | | | | 592,835 | |
Covia Holdings Corp., Term Loan (3 mo. USD LIBOR + 3.75%) | | | 6.55% | | | | 06/01/2025 | | | | | | | | 1,989 | | | | 1,735,995 | |
Form Technologies LLC | | | | | | | | | | | | | | | | | | | | |
First Lien Term LoanB-2 (3 mo. USD LIBOR + 3.25%) | | | 5.77% | | | | 01/28/2022 | | | | | | | | 433 | | | | 427,631 | |
Second Lien Term Loan (3 mo. USD LIBOR + 8.50%)(d) | | | 11.31% | | | | 01/30/2023 | | | | | | | | 15 | | | | 14,891 | |
U.S. Silica Co., Term Loan (1 mo. USD LIBOR + 4.00%) | | | 6.50% | | | | 05/01/2025 | | | | | | | | 715 | | | | 680,837 | |
US Salt, LLC, Term Loan(d)(f) | | | - | | | | 01/16/2026 | | | | | | | | 535 | | | | 536,187 | |
| | | | | | | | | | | | | | | | | | | | 3,988,376 | |
| | | | | |
Oil & Gas-7.22% | | | | | | | | | | | | | | | | | | | | |
BCP Raptor, LLC, Term Loan (3 mo. USD LIBOR + 4.25%) | | | 6.88% | | | | 06/24/2024 | | | | | | | | 1,433 | | | | 1,374,400 | |
BCP Renaissance Parent LLC, Term Loan (3 mo. USD LIBOR + 3.50%) | | | 6.25% | | | | 10/31/2024 | | | | | | | | 4 | | | | 4,068 | |
Brazos Delaware II, LLC, Term Loan (1 mo. USD LIBOR + 4.00%) | | | 6.48% | | | | 05/21/2025 | | | | | | | | 1,205 | | | | 1,159,417 | |
Bronco Midstream Funding, LLC, Term Loan (1 mo. USD LIBOR + 3.50%) | | | 5.99% | | | | 08/14/2023 | | | | | | | | 263 | | | | 262,772 | |
California Resources Corp. | | | | | | | | | | | | | | | | | | | | |
Term Loan (1 mo. USD LIBOR + 10.38%) | | | 12.87% | | | | 12/31/2021 | | | | | | | | 892 | | | | 939,063 | |
Term Loan (1 mo. USD LIBOR + 4.75%) | | | 7.24% | | | | 12/31/2022 | | | | | | | | 1,418 | | | | 1,400,787 | |
Centurion Pipeline Co., LLC, Term Loan (3 mo. USD LIBOR + 3.25%) | | | 6.05% | | | | 09/29/2025 | | | | | | | | 397 | | | | 397,611 | |
Crestwood Holdings LLC, Term Loan (1 mo. USD LIBOR + 7.50%) | | | 10.01% | | | | 03/06/2023 | | | | | | | | 1,958 | | | | 1,937,509 | |
Delek US Holdings, Inc., Term Loan (1 mo. USD LIBOR + 2.25%) | | | 4.75% | | | | 03/31/2025 | | | | | | | | 850 | | | | 841,624 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
21 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | Principal
Amount
(000)(a) | | | Value | |
Oil & Gas-(continued) | | | | | | | | | | | | | | | | |
Encino Acquisition Partners Holdings, LLC, Second Lien Term Loan (1 mo. USD LIBOR +
6.75%)(d) | | | 9.24% | | | | 10/29/2025 | | | $ | 779 | | | $ | 759,532 | |
Fieldwood Energy LLC | | | | | | | | | | | | | | | | |
Second Lien Term Loan (1 mo. USD LIBOR + 7.25%) | | | 9.75% | | | | 04/11/2023 | | | | 2,706 | | | | 2,214,498 | |
First Lien Term Loan (1 mo. USD LIBOR + 5.25%) | | | 7.74% | | | | 04/11/2022 | | | | 1,583 | | | | 1,448,582 | |
Revolver Loan(d)(e) | | | 0.00% | | | | 04/11/2021 | | | | 9,736 | | | | 9,638,157 | |
Glass Mountain Pipeline Holdings, LLC, Term Loan (1 mo. USD LIBOR + 4.50%) | | | 7.00% | | | | 12/23/2024 | | | | 1,030 | | | | 1,005,367 | |
Gulf Finance, LLC, Term Loan B (3 mo. USD LIBOR + 5.25%) | | | 7.87% | | | | 08/25/2023 | | | | 3,271 | | | | 2,641,093 | |
HGIM Corp., Term Loan (3 mo. USD LIBOR + 6.00%) | | | 8.75% | | | | 07/02/2023 | | | | 1,194 | | | | 1,183,543 | |
Lucid Energy Group II Borrower, LLC, First Lien Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 02/17/2025 | | | | 933 | | | | 874,809 | |
McDermott Technology (Americas), Inc., Term Loan B (1 mo. USD LIBOR + 5.00%) | | | 7.49% | | | | 05/12/2025 | | | | 2,694 | | | | 2,599,545 | |
Medallion Midland Acquisition, LLC, Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 10/30/2024 | | | | 789 | | | | 770,019 | |
Moda Ingleside Energy Center LLC, Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.74% | | | | 09/29/2025 | | | | 374 | | | | 374,492 | |
Navitas Midstream Midland Basin, LLC, Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 12/13/2024 | | | | 1,192 | | | | 1,136,558 | |
Osum Production Corp. (Canada), Term Loan (3 mo. USD LIBOR + 5.50%)(d) | | | 8.30% | | | | 07/31/2020 | | | | 2,075 | | | | 1,877,660 | |
Paragon Offshore Finance Co. (Cayman Islands), Term Loan
(Acquired 07/11/2014; Cost $9,600)(d)(h) | | | 0.00% | | | | 07/16/2021 | | | | 10 | | | | 0 | |
PetroleumGEO-Services ASA, Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.31% | | | | 03/19/2021 | | | | 3,127 | | | | 3,022,828 | |
Seadrill Operating L.P., Term Loan (3 mo. USD LIBOR + 6.00%) | | | 8.80% | | | | 02/21/2021 | | | | 6,293 | | | | 5,279,604 | |
Southcross Energy Partners, L.P., Term Loan (3 mo. USD LIBOR + 4.25%) | | | 7.05% | | | | 08/04/2021 | | | | 1,031 | | | | 931,633 | |
Tribune Resources, Inc., Term Loan (1 mo. USD LIBOR + 6.50%) | | | 9.02% | | | | 03/30/2023 | | | | 533 | | | | 534,302 | |
Weatherford International Ltd. (Bermuda), Term Loan (1 mo. USD LIBOR + 1.43%) | | | 3.93% | | | | 07/13/2020 | | | | 1,724 | | | | 1,693,417 | |
| | | | | | | | | | | | | | | | 46,302,890 | |
| | | | |
Publishing-1.36% | | | | | | | | | | | | | | | | |
Adtalem Global Education, Inc., Term Loan B (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 04/11/2025 | | | | 567 | | | | 565,980 | |
Ascend Learning, LLC, Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 07/12/2024 | | | | 1,010 | | | | 1,001,980 | |
Cengage Learning, Inc., Term Loan B (1 mo. USD LIBOR + 4.25%) | | | 6.74% | | | | 06/07/2023 | | | | 2,717 | | | | 2,519,342 | |
Merrill Communications LLC, Term Loan (3 mo. USD LIBOR + 5.25%) | | | 8.00% | | | | 06/01/2022 | | | | 13 | | | | 13,161 | |
Nielsen Finance LLC, Term LoanB-4 (1 mo. USD LIBOR + 2.00%) | | | 4.52% | | | | 10/04/2023 | | | | 78 | | | | 77,650 | |
Southern Graphics, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.25%) | | | 5.79% | | | | 12/31/2022 | | | | 1,114 | | | | 1,014,255 | |
Tribune Media Co., Term Loan C (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 01/27/2024 | | | | 3,492 | | | | 3,496,369 | |
| | | | | | | | | | | | | | | | 8,688,737 | |
| | | | |
Radio & Television-1.65% | | | | | | | | | | | | | | | | |
Gray Television, Inc. | | | | | | | | | | | | | | | | |
Term LoanB-2 (1 mo. USD LIBOR + 2.25%) | | | 4.77% | | | | 02/07/2024 | | | | 62 | | | | 61,531 | |
Term Loan C (1 mo. USD LIBOR + 2.50%)(f) | | | - | | | | 01/02/2026 | | | | 2,400 | | | | 2,397,444 | |
iHeartCommunications, Inc. | | | | | | | | | | | | | | | | |
Term Loan D(h) | | | 0.00% | | | | 01/30/2020 | | | | 8,753 | | | | 6,174,472 | |
Term Loan E(h) | | | 0.00% | | | | 07/30/2019 | | | | 902 | | | | 636,195 | |
Mission Broadcasting, Inc., Term LoanB-3 (1 mo. USD LIBOR + 2.25%) | | | 4.76% | | | | 01/17/2024 | | | | 114 | | | | 112,707 | |
NEP/NCP HoldCo, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 7.00%) | | | 9.49% | | | | 10/19/2026 | | | | 559 | | | | 548,952 | |
Nexstar Broadcasting, Inc., Term LoanB-3 (1 mo. USD LIBOR + 2.25%) | | | 4.74% | | | | 01/17/2024 | | | | 629 | | | | 622,273 | |
| | | | | | | | | | | | | | | | 10,553,574 | |
| | | | |
Retailers (except Food & Drug)-2.17% | | | | | | | | | | | | | | | | |
Bass Pro Group, LLC, Term Loan (1 mo. USD LIBOR + 5.00%) | | | 7.49% | | | | 09/25/2024 | | | | 3,014 | | | | 3,012,763 | |
Claire’s Stores, Inc. | | | | | | | | | | | | | | | | |
Revolver Loan (3 mo. USD LIBOR + 3.50%)(d) | | | 6.31% | | | | 10/12/2022 | | | | 21 | | | | 21,155 | |
Term Loan (6mo. USD LIBOR + 7.25%) | | | 9.94% | | | | 09/15/2038 | | | | 70 | | | | 108,128 | |
Fossil Group, Inc., Term Loan (1 wk. USD LIBOR + 8.00%) | | | 10.42% | | | | 12/31/2020 | | | | 300 | | | | 300,422 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
22 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | Principal
Amount
(000)(a) | | | Value | |
Retailers (except Food & Drug)-(continued) | | | | | | | | | | | | | | | | |
Fullbeauty Brands Holdings Corp.
Term Loan (3 mo. USD LIBOR + 10.00%) | | | 12.74% | | | | 02/07/2022 | | | $ | 285 | | | $ | 287,322 | |
First Lien Term Loan (1 mo. USD LIBOR + 4.75%) | | | 11.74% | | | | 10/14/2022 | | | | 2,033 | | | | 680,996 | |
National Vision, Inc.
Revolver Loan(d)(e) | | | 0.00% | | | | 03/13/2019 | | | | 1,250 | | | | 1,149,948 | |
First Lien Term Loan (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 11/20/2024 | | | | 320 | | | | 319,404 | |
Payless, Inc.
Term LoanA-1(i) | | | 10.78% | | | | 02/10/2022 | | | | 873 | | | | 432,174 | |
Term LoanA-2(i) | | | 11.78% | | | | 08/10/2022 | | | | 1,639 | | | | 483,456 | |
Petco Animal Supplies, Inc., Term Loan (3 mo. USD LIBOR + 3.25%) | | | 5.99% | | | | 01/26/2023 | | | | 3,455 | | | | 2,716,691 | |
Savers, Inc., Term Loan (3 mo. USD LIBOR + 3.75%) | | | 6.52% | | | | 07/09/2019 | | | | 3,637 | | | | 3,465,882 | |
Vivarte (France), PIK Term Loan, 7.00% PIK Rate, 4.00% Cash Rate
(Acquired01/06/2016-10/30/2017; Cost $1,493,906)(g) | | | 7.00% | | | | 10/29/2019 | | | EUR | 1,178 | | | | 922,330 | |
| | | | | | | | | | | | | | | | 13,900,671 | |
| | | | |
Surface Transport-1.29% | | | | | | | | | | | | | | | | |
Commercial Barge Line Co., First Lien Term Loan (1 mo. USD LIBOR + 8.75%) | | | 11.25% | | | | 11/12/2020 | | | | 1,343 | | | | 933,053 | |
Kenan Advantage Group, Inc.
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 07/29/2022 | | | | 541 | | | | 532,528 | |
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 07/29/2022 | | | | 2,198 | | | | 2,165,417 | |
Odyssey Logistics & Technology Corp., First Lien Term Loan (1 mo. USD LIBOR + 4.00%) | | | 6.49% | | | | 10/12/2024 | | | | 364 | | | | 362,153 | |
PODS LLC, Term LoanB-4 (1 mo. USD LIBOR + 2.75%) | | | 5.27% | | | | 12/06/2024 | | | | 2,714 | | | | 2,704,979 | |
U.S. Shipping Corp., Term LoanB-2 (1 mo. USD LIBOR + 4.25%) | | | 6.74% | | | | 06/26/2021 | | | | 1,663 | | | | 1,605,691 | |
| | | | | | | | | | | | | | | | 8,303,821 | |
| | | | |
Telecommunications-9.69% | | | | | | | | | | | | | | | | |
CenturyLink, Inc., Term Loan B (1 mo. USD LIBOR + 2.75%) | | | 5.24% | | | | 01/31/2025 | | | | 7,532 | | | | 7,428,238 | |
Colorado Buyer, Inc., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.52% | | | | 05/01/2024 | | | | 1,306 | | | | 1,292,071 | |
Communications Sales & Leasing, Inc., Term Loan B (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 10/24/2022 | | | | 2,618 | | | | 2,424,724 | |
Consolidated Communications, Inc., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.50% | | | | 10/04/2023 | | | | 4,462 | | | | 4,358,825 | |
Frontier Communications Corp.
Term Loan (1 mo. USD LIBOR + 2.75%) | | | 5.25% | | | | 03/31/2021 | | | | 1,734 | | | | 1,716,807 | |
Term Loan (1 mo. USD LIBOR + 4.88%) | | | 7.38% | | | | 10/12/2021 | | | | 1,147 | | | | 1,141,091 | |
Hargray Communications Group, Inc., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 05/16/2024 | | | | 368 | | | | 365,231 | |
Intelsat Jackson Holdings S.A. (Luxembourg)
Term LoanB-3 (1 mo. USD LIBOR + 3.75%) | | | 6.23% | | | | 11/27/2023 | | | | 1,039 | | | | 1,040,385 | |
Term LoanB-5 | | | 6.63% | | | | 01/02/2024 | | | | 1,783 | | | | 1,808,889 | |
Level 3 Financing, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%) | | | 4.73% | | | | 02/22/2024 | | | | 6,316 | | | | 6,302,720 | |
Lumentum Holdings, Inc., Term Loan (1 mo. USD LIBOR + 2.50%)(d) | | | 4.99% | | | | 12/10/2025 | | | | 658 | | | | 656,732 | |
MTN Infrastructure TopCo, Inc., Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 11/15/2024 | | | | 1,994 | | | | 1,986,525 | |
Odyssey Investissement S.A.S., Term Loan B (3 mo. EURIBOR + 3.75%) | | | 3.75% | | | | 04/25/2025 | | | EUR | 770 | | | | 877,615 | |
Radiate Holdco, LLC, Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.49% | | | | 02/01/2024 | | | | 2,390 | | | | 2,381,126 | |
SBA Senior Finance II LLC, Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.50% | | | | 04/11/2025 | | | | 848 | | | | 841,078 | |
Sprint Communications, Inc.
Term Loan (1 mo. USD LIBOR + 2.50%) | | | 5.00% | | | | 02/02/2024 | | | | 7,900 | | | | 7,817,341 | |
Term Loan (1 mo. USD LIBOR + 3.00%) | | | 5.50% | | | | 02/02/2024 | | | | 2,950 | | | | 2,923,082 | |
Syniverse Holdings, Inc., Term Loan C (1 mo. USD LIBOR + 5.00%) | | | 7.49% | | | | 03/09/2023 | | | | 2,247 | | | | 2,130,578 | |
Telesat LLC, Term LoanB-4 (3 mo. USD LIBOR + 2.50%) | | | 5.31% | | | | 11/17/2023 | | | | 6,292 | | | | 6,289,659 | |
U.S. TelePacific Corp., Term Loan (3 mo. USD LIBOR + 5.00%) | | | 7.81% | | | | 05/02/2023 | | | | 2,726 | | | | 2,683,829 | |
Windstream Services, LLC
Term LoanB-6 (1 mo. USD LIBOR + 4.00%)(h) | | | 8.49% | | | | 03/29/2021 | | | | 4,652 | | | | 4,522,956 | |
Term LoanB-7 (1 mo. USD LIBOR + 3.25%)(h) | | | 5.74% | | | | 02/17/2024 | | | | 1,115 | | | | 1,069,335 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
23 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal
Amount
(000)(a) | | | Value | |
Telecommunications-(continued) | | | | | | | | | | | | | | | | | | | | |
Zayo Group, LLC, Term LoanB-1 (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 01/19/2021 | | | | | | | $ | 62 | | | $ | 61,546 | |
| | | | | | | | | | | | | | | | | | | | 62,120,383 | |
| | | | | |
Utilities-6.23% | | | | | | | | | | | | | | | | | | | | |
AES Corp. (The), Term Loan (3 mo. USD LIBOR + 1.75%) | | | 4.38% | | | | 05/24/2022 | | | | | | | | 82 | | | | 81,837 | |
AI Alpine AT BidCo GmbH (Austria)
Term Loan B (3 mo. EURIBOR + 3.50%) | | | 3.50% | | | | 10/25/2025 | | | | EUR | | | | 313 | | | | 353,386 | |
Term Loan B (3 mo. USD LIBOR + 3.25%)(d) | | | 5.99% | | | | 10/25/2025 | | | | | | | | 11 | | | | 10,922 | |
Aria Energy Operating LLC, Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.99% | | | | 05/27/2022 | | | | | | | | 688 | | | | 688,340 | |
Brookfield WEC Holdings, Inc., Second Lien Term Loan (1 mo. USD LIBOR + 6.75%) | | | 9.25% | | | | 08/03/2026 | | | | | | | | 632 | | | | 634,978 | |
Calpine Construction Finance Co., L.P., Term Loan (1 mo. USD LIBOR + 2.50%) | | | 4.99% | | | | 01/15/2025 | | | | | | | | 124 | | | | 122,698 | |
Calpine Corp.
Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.31% | | | | 01/15/2023 | | | | | | | | 4,065 | | | | 4,053,420 | |
Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.31% | | | | 05/31/2023 | | | | | | | | 2,922 | | | | 2,910,954 | |
Term Loan (3 mo. USD LIBOR + 2.50%) | | | 5.31% | | | | 01/15/2024 | | | | | | | | 3,887 | | | | 3,870,699 | |
Eastern Power, LLC, Term Loan (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 10/02/2023 | | | | | | | | 2,036 | | | | 2,027,797 | |
Granite Acquisition, Inc.
First Lien Term Loan B (3 mo. USD LIBOR + 3.50%) | | | 6.30% | | | | 12/17/2021 | | | | | | | | 2,491 | | | | 2,494,388 | |
First Lien Term Loan C (3 mo. USD LIBOR + 3.50%) | | | 6.30% | | | | 12/17/2021 | | | | | | | | 319 | | | | 319,932 | |
Second Lien Term Loan (3 mo. USD LIBOR + 7.25%) | | | 10.06% | | | | 12/19/2022 | | | | | | | | 558 | | | | 557,642 | |
Lightstone Holdco LLC
Term Loan B (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 01/30/2024 | | | | | | | | 3,475 | | | | 3,411,972 | |
Term Loan C (1 mo. USD LIBOR + 3.75%) | | | 6.24% | | | | 01/30/2024 | | | | | | | | 192 | | | | 188,104 | |
Nautilus Power, LLC, Term Loan (1 mo. USD LIBOR + 4.50%) | | | 6.74% | | | | 05/16/2024 | | | | | | | | 1,397 | | | | 1,397,118 | |
NRG Energy, Inc., Term Loan (1 mo. USD LIBOR + 1.75%) | | | 4.24% | | | | 06/30/2023 | | | | | | | | 1,242 | | | | 1,238,791 | |
Pacific Gas and Electric Co.
Delayed Draw Term Loan(e) | | | 0.00% | | | | 01/29/2020 | | | | | | | | 649 | | | | 648,763 | |
Term Loan(e) | | | 0.00% | | | | 12/31/2020 | | | | | | | | 1,948 | | | | 1,946,288 | |
PowerTeam Services, LLC, First Lien Term Loan (3 mo. USD LIBOR + 3.25%) | | | 6.07% | | | | 03/06/2025 | | | | | | | | 567 | | | | 545,508 | |
Revere Power, LLC
Term Loan B(f) | | | - | | | | 02/01/2026 | | | | | | | | 770 | | | | 764,640 | |
Term Loan C(f) | | | - | | | | 02/01/2026 | | | | | | | | 121 | | | | 120,281 | |
Southeast PowerGen LLC, Term Loan B (1 mo. USD LIBOR + 3.50%) | | | 6.00% | | | | 12/02/2021 | | | | | | | | 332 | | | | 318,381 | |
Vistra Operations Co. LLC
Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 08/04/2023 | | | | | | | | 5,913 | | | | 5,902,768 | |
Term Loan (1 mo. USD LIBOR + 2.00%) | | | 4.49% | | | | 12/31/2025 | | | | | | | | 5,364 | | | | 5,347,878 | |
| | | | | | | | | | | | | | | | | | | | 39,957,485 | |
Total Variable Rate Senior Loan Interests (Cost $682,391,772) | | | | | | | | | | | | | | | | | | | 664,367,534 | |
| | | | | |
| | | | | | | | | | | | Shares | | | | |
| | | | | |
Common Stocks & Other Equity Interests-8.93%(j) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Aerospace & Defense-0.75% | | | | | | | | | | | | | | | | | | | | |
IAP Worldwide Services (Acquired07/18/2014-03/16/2018; Cost $446,121)(d)(k) | | | | | | | | | | | | | | | 295 | | | | 4,838,860 | |
| | | | | |
Automotive-0.07% | | | | | | | | | | | | | | | | | | | | |
ThermaSys Corp.(d) | | | | | | | | | | | | | | | 676,996 | | | | 203,099 | |
Transtar Holding Co., Class A(d)(k) | | | | | | | | | | | | | | | 2,935,894 | | | | 220,192 | |
| | | | | | | | | | | | | | | | | | | | 423,291 | |
| | | | | |
Building & Development-0.12% | | | | | | | | | | | | | | | | | | | | |
Five Point Holdings LLC, Class A(k) | | | | | | | | | | | | | | | 98,198 | | | | 768,890 | |
Lake at Las Vegas Joint Venture, LLC, Class A (Acquired 07/15/2010;
Cost $7,938,060)(d)(k) | | | | | | | | | | | | | | | 780 | | | | 0 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
24 Invesco Senior Loan Fund
| | | | | | | | |
| | | Shares | | | Value | |
Building & Development-(continued) | | | | | | | | |
Lake at Las Vegas Joint Venture, LLC, Class B (Acquired 07/15/2010; Cost $93,975)(d)(k) | | | 9 | | | $ | 0 | |
| | | | | | | | 768,890 | |
| | |
Business Equipment & Services-0.02% | | | | | | | | |
Checkout Holding Corp.(d)(k) | | | 6,741 | | | | 151,672 | |
| | |
Chemicals & Plastics-0.00% | | | | | | | | |
Lyondell Chemical Co., Class A | | | 142 | | | | 12,144 | |
| | |
Conglomerates-0.04% | | | | | | | | |
Euramax International, Inc. (Acquired 07/09/2009; Cost $3,529,067)(d)(k) | | | 3,272 | | | | 278,137 | |
| | |
Drugs-0.00% | | | | | | | | |
BPA Laboratories, Class A, Wts. expiring 04/29/2024 (Acquired 04/29/2014; Cost $0)(d)(k) | | | 7,160 | | | | 0 | |
BPA Laboratories, Class B, Wts. expiring 04/29/2024 (Acquired 04/29/2014; Cost $0)(d)(k) | | | 11,479 | | | | 0 | |
| | | | | | | | 0 | |
| | |
Financial Intermediaries-0.00% | | | | | | | | |
RJO Holdings Corp.(d)(k) | | | 2,851 | | | | 2,852 | |
RJO Holdings Corp., Class A(d)(k) | | | 2,314 | | | | 2,545 | |
RJO Holdings Corp., Class B(d)(k) | | | 3,000 | | | | 30 | |
| | | | | | | | 5,427 | |
| | |
Health Care-0.00% | | | | | | | | |
New Millennium Holdco(k) | | | 136,135 | | | | 13,341 | |
| | |
Lodging & Casinos-3.82% | | | | | | | | |
Caesars Entertainment Operating Co., LLC(k) | | | 35,315 | | | | 304,415 | |
Twin River Management Group, Inc.(k) | | | 189,050 | | | | 24,198,400 | |
| | | | | | | | 24,502,815 | |
| | |
Oil & Gas-1.30% | | | | | | | | |
AF Global, Inc. (Acquired 06/08/2017; Cost $31,625)(d)(k) | | | 498 | | | | 27,888 | |
CJ Holding Co.(k) | | | 27,250 | | | | 470,608 | |
Fieldwood Energy LLC(k) | | | 23,827 | | | | 806,151 | |
HGIM Corp.(d)(k) | | | 2,553 | | | | 93,185 | |
HGIM Corp., Wts. expiring 07/02/2043(d)(k) | | | 11,411 | | | | 416,502 | |
Pacific Drilling S.A.(k) | | | 122,734 | | | | 1,877,830 | |
Paragon Offshore Finance Co., Class A (Cayman Islands)(k) | | | 2,645 | | | | 2,728 | |
Paragon Offshore Finance Co., Class B (Cayman Islands)(k) | | | 1,323 | | | | 48,620 | |
Samson Investment Co.(k) | | | 84,254 | | | | 1,906,247 | |
Transocean Ltd.(k) | | | 191,873 | | | | 1,567,602 | |
Tribune Resources, Inc., First Lien Wts. expiring 04/03/2023 (Acquired 04/03/2018;
Cost $8,198)(d)(k) | | | 99,132 | | | | 2,974 | |
Tribune Resources, Inc.(k) | | | 382,888 | | | | 1,097,548 | |
| | | | | | | | 8,317,883 | |
| | |
Publishing-1.18% | | | | | | | | |
Affiliated Media, Inc., Class B (Acquired 10/03/2007; Cost $5,259,391)(k) | | | 81,915 | | | | 1,474,472 | |
Cygnus Business Media, Inc. (Acquired 07/19/2004; Cost $1,793,148)(d)(k)(l) | | | 8,426 | | | | 0 | |
F&W Publications, Inc. (Acquired 06/09/2010; Cost $23,348)(d)(k) | | | 18,385 | | | | 11,031 | |
MC Communications, LLC (Acquired 07/02/2009; Cost $0)(d)(k) | | | 739,818 | | | | 0 | |
Merrill Communications LLC, Class A (Acquired 03/08/2013; Cost $751,378)(k) | | | 326,686 | | | | 6,043,691 | |
Tribune Publishing Co.(k) | | | 4,756 | | | | 57,358 | |
| | | | | | | | 7,586,552 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
25 Invesco Senior Loan Fund
| | | | | | | | |
| | | Shares | | | Value | |
Retailers (except Food & Drug)-0.10% | | | | | | | | |
Claire’s Stores, Inc. | | | 446 | | | $ | 351,597 | |
Payless, Inc.(k) | | | 83,461 | | | | 271,248 | |
| | | | | | | | 622,845 | |
| | |
Telecommunications-0.01% | | | | | | | | |
CTM Media Holdings Inc. | | | 1,270 | | | | 37,465 | |
Goodman Networks, Inc.(d)(k) | | | 117,618 | | | | 0 | |
| | | | | | | | 37,465 | |
| | |
Utilities-1.52% | | | | | | | | |
Vistra Operations Co. LLC | | | 357,798 | | | | 9,317,060 | |
Vistra Operations Co. LLC, Rts. expiring 12/31/2046(k) | | | 357,798 | | | | 267,991 | |
Vistra Operations Co. LLC (Acquired 10/03/2016; Cost $275,358)(d)(k) | | | 585,868 | | | | 146,467 | |
| | | | | | | | 9,731,518 | |
Total Common Stocks & Other Equity Interests (Cost $52,074,293) | | | | | | | 57,290,840 | |
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity
Date | | | Principal
Amount
(000)(a) | | | | |
U.S. Dollar Denominated Bonds & Notes-7.18% | | | | | | | | | | | | | | | | |
Aerospace & Defense-1.03% | | | | | | | | | | | | | | | | |
TransDigm, Inc. Sr. Sec. Notes(m) | | | 6.25 | % | | | 03/15/2026 | | | $ | 6,446 | | | | 6,623,265 | |
Air Transport-0.33% | | | | | | | | | | | | | | | | |
Mesa Airlines, Inc. Class B | | | 5.75 | % | | | 07/15/2025 | | | | 2,158 | | | | 2,143,854 | |
Automotive-0.16% | | | | | | | | | | | | | | | | |
Schaeffler AG (Germany)(m) | | | 4.12 | % | | | 09/15/2021 | | | | 271 | | | | 269,645 | |
Schaeffler AG (Germany)(m) | | | 4.75 | % | | | 09/15/2026 | | | | 833 | | | | 774,440 | |
| | | | | | | | | | | | | | | | 1,044,085 | |
| | | | |
Business Equipment & Services-0.08% | | | | | | | | | | | | | | | | |
Dun & Bradstreet Corp. (The)(m) | | | 6.88 | % | | | 08/15/2026 | | | | 490 | | | | 492,614 | |
Cable & Satellite Television-2.06% | | | | | | | | | | | | | | | | |
Altice Financing S.A. Sr. Sec. Gtd. First Lien Bonds (Luxembourg)(m) | | | 7.50 | % | | | 05/15/2026 | | | | 3,966 | | | | 3,847,020 | |
Altice Financing S.A. Sr. Sec. Gtd. First Lien Notes (Luxembourg)(m) | | | 6.63 | % | | | 02/15/2023 | | | | 520 | | | | 535,595 | |
CSC Holdings, LLC Sr. Unsec. Deb.(m) | | | 5.50 | % | | | 05/15/2026 | | | | 5,666 | | | | 5,765,155 | |
Numericable-SFR S.A. (France)(m) | | | 8.12 | % | | | 02/01/2027 | | | | 832 | | | | 838,240 | |
Numericable-SFR S.A. Sr. Sec. Gtd. First Lien Notes (France)(m) | | | 7.37 | % | | | 05/01/2026 | | | | 1,689 | | | | 1,665,134 | |
Virgin Media Bristol LLC Sr. Sec. Gtd. First Lien Notes (United Kingdom)(m) | | | 5.50 | % | | | 08/15/2026 | | | | 554 | | | | 552,615 | |
| | | | | | | | | | | | | | | | 13,203,759 | |
| | | | |
Chemicals & Plastics-0.23% | | | | | | | | | | | | | | | | |
Alpha US Bidco, Inc. (Germany)(m) | | | 8.75 | % | | | 06/01/2023 | | | | 526 | | | | 506,275 | |
Avantor, Inc.(m) | | | 6.00 | % | | | 10/01/2024 | | | | 963 | | | | 984,668 | |
| | | | | | | | | | | | | | | | 1,490,943 | |
| | | | |
Containers & Glass Products-0.46% | | | | | | | | | | | | | | | | |
Ardagh Glass Finance PLC (Ireland)(m) | | | 4.25 | % | | | 09/15/2022 | | | | 504 | | | | 504,353 | |
Ardagh Glass Finance PLC (Ireland)(m) | | | 4.62 | % | | | 05/15/2023 | | | | 852 | | | | 860,520 | |
Reynolds Group Holdings, Inc. (3 mo. USD LIBOR + 3.50%)(m)(n) | | | 6.29 | % | | | 07/15/2021 | | | | 969 | | | | 977,478 | |
Reynolds Group Holdings, Inc. Sr. Sec. Gtd. First Lien Global Notes | | | 5.75 | % | | | 10/15/2020 | | | | 576 | | | | 577,521 | |
| | | | | | | | | | | | | | | | 2,919,872 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
26 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | | | | Principal Amount (000)(a) | | | Value | |
Electronics & Electrical-1.06% | | | | | | | | | | | | | | | | | | | | |
Blackboard, Inc.(m) | | | 9.75 | % | | | 10/15/2021 | | | | | | | $ | 2,907 | | | $ | 2,136,645 | |
CommScope, Inc. Sr. Sec. Notes(m) | | | 6.00 | % | | | 03/01/2026 | | | | | | | | 2,555 | | | | 2,622,069 | |
CommScope, Inc. Unsec. Notes(m) | | | 8.25 | % | | | 03/01/2027 | | | | | | | | 781 | | | | 812,279 | |
Dell International LLC/EMC Corp. Sr. Sec. Gtd. First Lien Notes(m) | | | 5.45 | % | | | 06/15/2023 | | | | | | | | 720 | | | | 757,143 | |
Riverbed Technology, Inc.(m) | | | 8.87 | % | | | 03/01/2023 | | | | | | | | 664 | | | | 466,367 | |
| | | | | | | | | | | | | | | | | | | | 6,794,503 | |
| | | | | |
Health Care-0.56% | | | | | | | | | | | | | | | | | | | | |
Community Health Systems, Inc. Sr. Sec. Notes(m) | | | 8.00 | % | | | 03/15/2026 | | | | | | | | 3,606 | | | | 3,558,509 | |
Industrial Equipment-0.02% | | | | | | | | | | | | | | | | | | | | |
Altra Industrial Motion Corp. Sr. Unsec. Gtd. Notes(m) | | | 6.13 | % | | | 10/01/2026 | | | | | | | | 94 | | | | 96,350 | |
Lodging & Casinos-0.13% | | | | | | | | | | | | | | | | | | | | |
ESH Hospitality, Inc.(m) | | | 5.25 | % | | | 05/01/2025 | | | | | | | | 755 | | | | 753,112 | |
VICI Properties 1 LLC | | | 8.00 | % | | | 10/15/2023 | | | | | | | | 86 | | | | 94,798 | |
| | | | | | | | | | | | | | | | | | | | 847,910 | |
| | | | | |
Nonferrous Metals & Minerals-0.34% | | | | | | | | | | | | | | | | | | | | |
TiZir Ltd. (United Kingdom)(m) | | | 9.50 | % | | | 07/19/2022 | | | | | | | | 2,114 | | | | 2,197,254 | |
Oil & Gas-0.01% | | | | | | | | | | | | | | | | | | | | |
Pacific Drilling S.A. Sr. Sec. Bonds(m) | | | 8.38 | % | | | 10/01/2023 | | | | | | | | 48 | | | | 48,360 | |
Publishing-0.04% | | | | | | | | | | | | | | | | | | | | |
Clear Channel Worldwide Holdings, Inc. Unsec. Sub. Gtd. Notes(m) | | | 9.25 | % | | | 02/15/2024 | | | | | | | | 262 | | | | 275,428 | |
Radio & Television-0.39% | | | | | | | | | | | | | | | | | | | | |
Clear Channel International B.V.(m) | | | 8.75 | % | | | 12/15/2020 | | | | | | | | 2,436 | | | | 2,506,035 | |
Retailers (except Food & Drug)-0.00% | | | | | | | | | | | | | | | | | | | | |
Claire’s Stores, Inc. | | | 6.13 | % | | | 03/15/2020 | | | | | | | | 780 | | | | 0 | |
Telecommunications-0.24% | | | | | | | | | | | | | | | | | | | | |
Communications Sales & Leasing, Inc.(m) | | | 6.00 | % | | | 04/15/2023 | | | | | | | | 623 | | | | 579,390 | |
Goodman Networks, Inc. | | | 8.00 | % | | | 05/11/2022 | | | | | | | | 1,870 | | | | 962,842 | |
Windstream Services, LLC(h)(m) | | | 9.00 | % | | | 06/30/2025 | | | | | | | | 18 | | | | 10,890 | |
| | | | | | | | | | | | | | | | | | | | 1,553,122 | |
| | | | | |
Utilities-0.04% | | | | | | | | | | | | | | | | | | | | |
Calpine Corp.(m) | | | 5.25 | % | | | 06/01/2026 | | | | | | | | 241 | | | | 236,783 | |
Total U.S. Dollar Denominated Bonds & Notes (Cost $49,924,877) | | | | | | | | | | | | | | | | | | | 46,032,646 | |
| | | | | |
Non-U.S. Dollar Denominated Bonds & Notes-1.88% | | | | | | | | | | | | | | | | | | | | |
Automotive-0.15% | | | | | | | | | | | | | | | | | | | | |
Federal-Mogul Holdings Corp. | | | 5.00 | % | | | 07/15/2024 | | | | EUR | | | | 173 | | | | 206,757 | |
Federal-Mogul Holdings Corp. (3 mo. EURIBOR + 4.88%)(n) | | | 4.88 | % | | | 04/15/2024 | | | | EUR | | | | 641 | | | | 737,461 | |
| | | | | | | | | | | | | | | | | | | | 944,218 | |
| | | | | |
Building & Development-0.10% | | | | | | | | | | | | | | | | | | | | |
Haya Finance 2017 S.A. (Spain) (3 mo. EURIBOR + 5.13%)(n) | | | 5.13 | % | | | 11/15/2022 | | | | EUR | | | | 100 | | | | 105,591 | |
LSF10 Wolverine Investment SCA (Denmark) | | | 5.00 | % | | | 03/15/2024 | | | | EUR | | | | 112 | | | | 128,017 | |
LSF10 Wolverine Investment SCA (Denmark) (3 mo. EURIBOR + 4.63%)(n) | | | 4.63 | % | | | 03/15/2024 | | | | EUR | | | | 381 | | | | 434,560 | |
| | | | | | | | | | | | | | | | | | | | 668,168 | |
| | | | | |
Business Equipment & Services-0.29% | | | | | | | | | | | | | | | | | | | | |
Dream Secured Bondco AB (Sweden) | | | 3.50 | % | | | 12/01/2023 | | | | EUR | | | | 694 | | | | 802,926 | |
Nexi S.p.A. (Italy) (3 mo. EURIBOR + 3.63%)(n) | | | 3.63 | % | | | 05/01/2023 | | | | EUR | | | | 942 | | | | 1,080,906 | |
| | | | | | | | | | | | | | | | | | | | 1,883,832 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
27 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | |
| | | Interest
Rate | | | Maturity Date | | | Principal
Amount
(000)(a) | | | Value | |
Cable & Satellite Television-0.23% | | | | | | | | | | | | | | | | |
Altice Financing S.A. (Luxembourg) | | | 4.75% | | | | 01/15/2028 | | | EUR | 542 | | | $ | 524,868 | |
Altice France S.A. (France) | | | 5.88% | | | | 02/01/2027 | | | EUR | 814 | | | | 949,075 | |
| | | | | | | | | | | | | | | | 1,473,943 | |
| | | | |
Containers & Glass Products-0.03% | | | | | | | | | | | | | | | | |
Ardagh Glass Finance PLC (Luxembourg) | | | 6.63% | | | | 09/15/2023 | | | EUR | 142 | | | | 163,981 | |
Financial Intermediaries-0.40% | | | | | | | | | | | | | | | | |
AnaCap Financial Europe S.A. SICAV-RAIF (Luxembourg) (3 mo. EURIBOR + 5.00%)(n) | | | 5.00% | | | | 08/01/2024 | | | EUR | 200 | | | | 179,205 | |
Cabot Financial S.A. (United Kingdom) (3 mo. EURIBOR + 5.88%)(n) | | | 5.88% | | | | 11/15/2021 | | | EUR | 132 | | | | 149,701 | |
Garfunkelux Holdco 3 S.A. (Luxembourg) (3 mo. EURIBOR + 3.50%)(n) | | | 3.50% | | | | 09/01/2023 | | | EUR | 467 | | | | 429,449 | |
Garfunkelux Holdco 3 S.A. REGS, Sr. Sec. Gtd. First Lien Euro Notes (Luxembourg)(m) | | | 8.50% | | | | 11/01/2022 | | | GBP | 519 | | | | 605,557 | |
Nemean Bondco PLC (Jersey) | | | 7.37% | | | | 02/01/2024 | | | GBP | 261 | | | | 327,438 | |
Nemean Bondco PLC (Jersey) (3 mo. GBP LIBOR + 6.50%)(n) | | | 7.41% | | | | 02/01/2023 | | | GBP | 691 | | | | 854,301 | |
| | | | | | | | | | | | | | | | 2,545,651 | |
| | | | |
Health Care-0.13% | | | | | | | | | | | | | | | | |
IDH Finance PLC (United Kingdom) (3 mo. GBP LIBOR + 6.00%)(n) | | | 6.87% | | | | 08/15/2022 | | | GBP | 750 | | | | 833,113 | |
Home Furnishings-0.39% | | | | | | | | | | | | | | | | |
International Design Group S.p.A. REGS, Sr. Sec. Bonds (Italy) (3 mo. EURIBOR + 6.00%)(m)(n) | | | 6.00% | | | | 11/15/2025 | | | EUR | 265 | | | | 293,888 | |
International Design Group S.p.A. REGS, Sr. Sec. Bonds (Italy) (3 mo. EURIBOR + 6.50%)(m)(n) | | | 6.50% | | | | 11/15/2025 | | | EUR | 212 | | | | 238,545 | |
Shop Direct Funding PLC (United Kingdom) | | | 7.75% | | | | 11/15/2022 | | | GBP | 1,634 | | | | 1,947,665 | |
| | | | | | | | | | | | | | | | 2,480,098 | |
| | | | |
Lodging & Casinos-0.16% | | | | | | | | | | | | | | | | |
Travelodge Hotels Ltd. (United Kingdom) (3 mo. GBP LIBOR + 4.88%)(n) | | | 5.74% | | | | 05/15/2023 | | | GBP | 800 | | | | 1,054,172 | |
TotalNon-U.S. Dollar Denominated Bonds & Notes (Cost $12,676,250) | | | | | | | | | | | | | | | 12,047,176 | |
| | | | |
Structured Products-0.50% | | | | | | | | | | | | | | | | |
Clontarf Park CLO, Series2017-1A, Class D (3 mo. EURIBOR + 5.10%)(m)(n) | | | 5.10% | | | | 08/05/2030 | | | EUR | 136 | | | | 143,025 | |
NewStar Berkeley Fund CLO LLC, Series2016-1A, Class D (3 mo. USD LIBOR + 5.10%)(m)(n) | | | 7.87% | | | | 10/25/2028 | | | $ | 1,220 | | | | 1,202,054 | |
OCP Euro CLO, Series2017-2, Class E (3 mo. EURIBOR + 5.00%)(m)(n) | | | 5.00% | | | | 01/15/2032 | | | EUR | 153 | | | | 164,893 | |
Octagon Investment Partners XIX Ltd., Series2014-1A, Class E (3 mo. USD LIBOR + 4.85%)(m)(n) | | | 7.64% | | | | 04/15/2026 | | | $ | 1,741 | | | | 1,688,835 | |
Total Structured Products (Cost $3,166,420) | | | | | | | | | | | | | | | 3,198,807 | |
| | | | |
| | | | | | | | | Shares | | | | |
Preferred Stocks-0.05%(j) | | | | | | | | | | | | | | | | |
Automotive-0.02% | | | | | | | | | | | | | | | | |
ThermaSys Corp., Series A(d) | | | | | | | | | | | 144,220 | | | | 116,097 | |
| | | | |
Financial Intermediaries-0.00% | | | | | | | | | | | | | | | | |
RJO Holdings Corp., SeriesA-2 (Acquired 12/10/2010; Cost $0)(d) | | | | | | | | | | | 584 | | | | 5,840 | |
| | | | |
Retailers (except Food & Drug)-0.00% | | | | | | | | | | | | | | | | |
Claire’s Stores, Inc. | | | | | | | | | | | 118 | | | | 19,175 | |
Vivarte (France) (Acquired 01/12/2018; Cost $0)(d) | | | | | | | | | | | 7,780 | | | | 0 | |
Vivarte (France), Class A Preference Shares (Acquired 01/12/2018; Cost $0)(d) | | | | | | | | | | | 259 | | | | 0 | |
Vivarte (France), Class B Preference Shares (Acquired 01/12/2018; Cost $0)(d) | | | | | | | | | | | 259 | | | | 0 | |
| | | | | | | | | | | | | | | | 19,175 | |
| | | | |
Telecommunications-0.02% | | | | | | | | | | | | | | | | |
Goodman Networks, Inc., SeriesA-1 (Acquired 05/31/2017; Cost $1,399)(d) | | | | | | | | | | | 139,938 | | | | 104,954 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
28 Invesco Senior Loan Fund
| | | | | | | | |
| | | Shares | | | Value | |
Utilities-0.01% | | | | | | | | |
Genie Energy Ltd., 7.50% Pfd. | | | 7,632 | | | $ | 61,819 | |
Total Preferred Stocks (Cost $388,061) | | | | | | | 307,885 | |
TOTAL INVESTMENTS IN SECURITIES(o)-122.12% (Cost $800,621,673) | | | | | | | 783,244,888 | |
BORROWINGS-(24.95)% | | | | | | | (160,000,000 | ) |
OTHER ASSETS LESS LIABILITIES-2.83% | | | | | | | 18,137,611 | |
NET ASSETS-100.00% | | | | | | $ | 641,382,499 | |
| | |
Investment Abbreviations: |
| |
CHF | | - Swiss Franc |
CLO | | - Collateralized Loan Obligation |
Deb. | | - Debentures |
EUR | | - Euro |
EURIBOR | | - Euro Interbank Offered Rate |
GBP | | - British Pound Sterling |
Gtd. | | - Guaranteed |
LIBOR | | - London Interbank Offered Rate |
Pfd. | | - Preferred |
PIK | | -Pay-in-Kind |
REGS | | - Regulation S |
Rts. | | - Rights |
Sec. | | - Secured |
Sr. | | - Senior |
Sub. | | - Subordinated |
Unsec. | | - Unsecured |
USD | | - U.S. Dollar |
Wts. | | - Warrants |
Notes to Schedule of Investment
| (a) | Foreign denominated security. Principal amount is denominated in the currency indicated. |
| (b) | Variable rate senior loan interests often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with any accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, it is anticipated that the variable rate senior loan interests will have an expected average life of three to five years. |
| (c) | Variable rate senior loan interests are, at present, not readily marketable, not registered under the Securities Act of 1933, as amended (the “1933 Act”), and may be subject to contractual and legal restrictions on sale. Variable rate senior loan interests in the Fund’s portfolio generally have variable rates which adjust to a base, such as the London Interbank Offered Rate (“LIBOR”), on set dates, typically every 30 days, but not greater than one year, and/or have interest rates that float at margin above a widely recognized base lending rate such as the Prime Rate of a designated U.S. bank. |
| (d) | Security valued using significant unobservable inputs (Level 3). See Note 3. |
| (e) | All or a portion of this holding is subject to unfunded loan commitments. The state interest rate reflects the weighted average of the reference rate and spread for the funded portion, if any, and the commitment fees on the portion of the loan that is unfunded. See Note 9. |
| (f) | This variable rate interest will settle after February 28, 2019, at which time the interest rate will be determined. |
| (g) | All or a portion of this security isPay-in-Kind.Pay-in-Kind securities pay interest income in the form of securities. |
| (h) | The borrower has filed for protection in federal bankruptcy court. |
| (i) | Defaulted security. Currently, the issuer is in default with respect to principal and/or interest payments. The aggregate value of these securities at February 28, 2019 was $915,630, which represented less than 1% of the Fund’s Net Assets. |
| (j) | Acquired as part of a bankruptcy restructuring |
| (k) | Non-income producing security. |
| (l) | Affiliated company during the period. The Investment Company Act of 1940 defines an “affiliated person” as an issuance in which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the Investment Company Act of 1940) of that issuer. The value of this security as of February 28, 2019 represented less than 1% of the Fund’s Net Assets. See Note 5. |
| (m) | Security purchased or received in a transaction exempt from registration under the 1933 Act. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at February 28, 2019 was $46,590,428, which represented 7.26% of the Fund’s Net Assets. |
| (n) | Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on February 28, 2019. |
| (o) | Calculated as a percentage of net assets. Amounts in excess of 100% are due to the Fund’s use of leverage. |
| | | | | | | | | | | | | | | | | | | | | | |
| Open Forward Foreign Currency Contracts | |
| | | | | | | | | | | | | | | | | Unrealized Appreciation (Depreciation) | |
Settlement Date | | | | Contract to | |
| | Counterparty | | | | | Deliver | | | | | | Receive | |
Currency Risk | | | | | | | | | | | | | | | | | | | | |
03/15/2019 | | Bank of America Merrill Lynch | | | USD | | | | 6,062,632 | | | | EUR | | | | 5,358,996 | | | $ | 38,560 | |
03/15/2019 | | Barclays Bank PLC | | | EUR | | | | 5,636,427 | | | | USD | | | | 6,497,481 | | | | 80,435 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
29 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | | | |
| Open Forward Foreign Currency Contracts–(continued) | |
| | | | | | | | | | | | | | | | | Unrealized Appreciation (Depreciation) | |
Settlement Date | | | | Contract to | |
| | Counterparty | | Deliver | | | Receive | |
03/15/2019 | | Barclays Bank PLC | | | USD | | | | 3,068,162 | | | | GBP | | | | 2,383,213 | | | $ | 94,590 | |
03/15/2019 | | Citibank, N.A. | | | EUR | | | | 5,636,427 | | | | USD | | | | 6,498,462 | | | | 81,416 | |
03/15/2019 | | Citibank, N.A. | | | USD | | | | 508,144 | | | | GBP | | | | 390,958 | | | | 10,695 | |
03/15/2019 | | Goldman Sachs International | | | EUR | | | | 5,636,427 | | | | USD | | | | 6,497,989 | | | | 80,943 | |
03/15/2019 | | Goldman Sachs International | | | USD | | | | 6,066,089 | | | | EUR | | | | 5,358,996 | | | | 35,104 | |
03/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | CHF | | | | 375,615 | | | | USD | | | | 383,776 | | | | 7,038 | |
03/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | EUR | | | | 5,638,537 | | | | USD | | | | 6,499,586 | | | | 80,138 | |
03/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | USD | | | | 364,378 | | | | CHF | | | | 366,189 | | | | 2,905 | |
03/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | USD | | | | 6,064,131 | | | | EUR | | | | 5,358,549 | | | | 36,553 | |
03/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | USD | | | | 3,044,112 | | | | GBP | | | | 2,364,732 | | | | 94,114 | |
03/15/2019 | | Royal Bank of Canada | | | USD | | | | 6,066,652 | | | | EUR | | | | 5,358,996 | | | | 34,541 | |
03/15/2019 | | State Street Bank & Trust Co. | | | USD | | | | 2,008,129 | | | | GBP | | | | 1,548,510 | | | | 46,892 | |
04/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | USD | | | | 2,592,786 | | | | EUR | | | | 2,277,498 | | | | 6,916 | |
Subtotal-Appreciation | | | | | | | | | | | | | | | | | | | 730,840 | |
| | | | | |
Currency Risk | | | | | | | | | | | | | | | | | | | | |
03/15/2019 | | Barclays Bank PLC | | | GBP | | | | 2,202,845 | | | | USD | | | | 2,828,346 | | | | (95,041 | ) |
03/15/2019 | | Barclays Bank PLC | | | USD | | | | 9,499 | | | | CHF | | | | 9,426 | | | | (44 | ) |
03/15/2019 | | Citibank, N.A. | | | GBP | | | | 2,204,702 | | | | USD | | | | 2,829,476 | | | | (96,376 | ) |
03/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | GBP | | | | 2,202,845 | | | | USD | | | | 2,828,109 | | | | (95,277 | ) |
03/15/2019 | | Morgan Stanley Capital Services LLC | | | USD | | | | 1,268,981 | | | | EUR | | | | 1,112,280 | | | | (2,656 | ) |
03/15/2019 | | Royal Bank of Canada | | | GBP | | | | 77,020 | | | | USD | | | | 99,477 | | | | (2,736 | ) |
04/15/2019 | | Bank of America Merrill Lynch | | | EUR | | | | 5,357,119 | | | | USD | | | | 6,077,089 | | | | (37,915 | ) |
04/15/2019 | | Barclays Bank PLC | | | GBP | | | | 2,392,059 | | | | USD | | | | 3,084,676 | | | | (94,855 | ) |
04/15/2019 | | Citibank, N.A. | | | GBP | | | | 50,281 | | | | USD | | | | 66,823 | | | | (11 | ) |
04/15/2019 | | Goldman Sachs International | | | EUR | | | | 5,364,223 | | | | USD | | | | 6,088,568 | | | | (34,545 | ) |
04/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | CHF | | | | 365,540 | | | | USD | | | | 364,861 | | | | (2,846 | ) |
04/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | EUR | | | | 5,356,672 | | | | USD | | | | 6,078,644 | | | | (35,850 | ) |
04/15/2019 | | J.P. Morgan Chase Bank, N.A. | | | GBP | | | | 2,386,378 | | | | USD | | | | 3,077,089 | | | | (94,890 | ) |
04/15/2019 | | Royal Bank of Canada | | | EUR | | | | 5,357,119 | | | | USD | | | | 6,081,165 | | | | (33,839 | ) |
Subtotal-Depreciation | | | | | | | | | | | | | | | | | | | (626,881 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | | | $ | 103,959 | |
Abbreviations:
| | |
| CHF | | -Swiss Franc |
| EUR | | -Euro |
| GBP | | -British Pound Sterling |
| USD | | -U.S. Dollar |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
30 Invesco Senior Loan Fund
Statement of Assets and Liabilities
February 28, 2019
| | | | |
Assets: | | | | |
| |
Investments in securities, at value
(Cost $798,828,525) | | $ | 783,244,888 | |
Investments in affiliates, at value (Cost $1,793,148) | | | 0 | |
| |
Other investments: | | | | |
Unrealized appreciation on forward foreign currency contracts outstanding | | | 730,840 | |
Cash | | | 36,572,921 | |
Foreign currencies, at value (Cost $584,553) | | | 586,638 | |
Receivable for: | | | | |
Investments sold | | | 50,071,839 | |
Interest | | | 4,502,715 | |
Investments matured, at value (Cost $26,788,126) | | | 532,709 | |
Investment for trustee deferred compensation and retirement plans | | | 41,482 | |
Other assets | | | 80,223 | |
Total assets | | | 876,364,255 | |
| |
Liabilities: | | | | |
| |
Other investments: | | | | |
Unrealized depreciation on forward foreign currency contracts outstanding | | | 626,881 | |
Payable for: | | | | |
Borrowings | | | 160,000,000 | |
Investments purchased | | | 54,575,645 | |
Dividends | | | 970,991 | |
Accrued fees to affiliates | | | 205,542 | |
Accrued interest expense | | | 413,443 | |
Accrued trustees’ and officers’ fees and benefits | | | 4,182 | |
Accrued other operating expenses | | | 830,336 | |
Trustee deferred compensation and retirement plans | | | 93,295 | |
Unfunded loan commitments | | | 17,261,441 | |
Total liabilities | | | 234,981,756 | |
Net assets applicable to shares outstanding | | $ | 641,382,499 | |
| | | | |
Net assets consist of: | | | | |
Shares of beneficial interest | | $ | 865,582,168 | |
Distributable earnings | | | (224,199,669 | ) |
| | | $ | 641,382,499 | |
| |
Net Assets: | | | | |
Class A | | $ | 90,789,121 | |
Class C | | $ | 77,950,944 | |
Class Y | | $ | 2,893,856 | |
Class IB | | $ | 432,894,183 | |
Class IC | | $ | 36,854,395 | |
|
Shares outstanding, no par value, with an unlimited number of shares authorized: | |
| |
Class A | | | 13,726,894 | |
Class C | | | 11,755,926 | |
Class Y | | | 437,607 | |
Class IB | | | 65,442,012 | |
Class IC | | | 5,571,874 | |
Class A: | | | | |
Net asset value per share | | $ | 6.61 | |
Maximum offering price per share
(Net asset value of $6.61 ÷ 96.75%) | | $ | 6.83 | |
Class C: | | | | |
Net asset value and offering price per share | | $ | 6.63 | |
Class Y: | | | | |
Net asset value and offering price per share | | $ | 6.61 | |
Class IB: | | | | |
Net asset value and offering price per share | | $ | 6.61 | |
Class IC: | | | | |
Net asset value and offering price per share | | $ | 6.61 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
31 Invesco Senior Loan Fund
Statement of Operations
For the year ended February 28, 2019
| | | | |
Investment income: | | | | |
Interest (net of foreign withholding taxes of $(20,739)) | | $ | 46,384,907 | |
Dividends | | | 87,647 | |
Other income | | | 191,361 | |
Total investment income | | | 46,663,915 | |
| |
Expenses: | | | | |
Advisory fees | | | 6,163,163 | |
Administrative services fees | | | 1,739,166 | |
Custodian fees | | | 369,831 | |
Distribution fees: | | | | |
Class A | | | 254,892 | |
Class C | | | 880,470 | |
Class IC | | | 59,133 | |
Interest, facilities and maintenance fees | | | 5,216,534 | |
Transfer agent fees | | | 743,060 | |
Trustees’ and officers’ fees and benefits | | | 28,915 | |
Registration and filing fees | | | 70,451 | |
Reports to shareholders | | | 813,677 | |
Professional services fees | | | 180,547 | |
Other | | | 80,288 | |
Total expenses | | | 16,600,127 | |
Less: Expense offset arrangement(s) | | | (5,452 | ) |
Net expenses | | | 16,594,675 | |
Net investment income | | | 30,069,240 | |
| |
Realized and unrealized gain (loss) from: | | | | |
Net realized gain (loss) from: | | | | |
Investment securities | | | (3,048,745 | ) |
Foreign currencies | | | (351,338 | ) |
Forward foreign currency contracts | | | 2,924,789 | |
| | | | (475,294 | ) |
Change in net unrealized appreciation (depreciation) of: | | | | |
Investment securities | | | (8,332,727 | ) |
Foreign currencies | | | 168,665 | |
Forward foreign currency contracts | | | 661,888 | |
| | | | (7,502,174 | ) |
Net realized and unrealized gain (loss) | | | (7,977,468 | ) |
Net increase in net assets resulting from operations | | $ | 22,091,772 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
32 Invesco Senior Loan Fund
Statement of Changes in Net Assets
For the years ended February 28, 2019 and 2018
| | | | | | | | |
| | | 2019 | | | 2018 | |
Operations: | | | | | | | | |
Net investment income | | $ | 30,069,240 | | | $ | 31,307,479 | |
Net realized gain (loss) | | | (475,294 | ) | | | (6,101,182 | ) |
Change in net unrealized appreciation (depreciation) | | | (7,502,174 | ) | | | 11,617,304 | |
Net increase in net assets resulting from operations | | | 22,091,772 | | | | 36,823,601 | |
| | |
Distributions to shareholders from distributable earnings(1): | | | | | | | | |
Class A | | | (4,804,669 | ) | | | (4,610,171 | ) |
Class B | | | - | | | | (44,741 | ) |
Class C | | | (3,430,385 | ) | | | (3,402,789 | ) |
Class Y | | | (140,453 | ) | | | (92,948 | ) |
Class IB | | | (23,154,842 | ) | | | (21,853,885 | ) |
Class IC | | | (1,907,818 | ) | | | (1,783,866 | ) |
Total distributions to shareholders from distributable earnings | | | (33,438,167 | ) | | | (31,788,400 | ) |
| | |
Return of capital: | | | | | | | | |
Class A | | | - | | | | (181,886 | ) |
Class B | | | - | | | | (1,929 | ) |
Class C | | | - | | | | (164,636 | ) |
Class Y | | | - | | | | (3,457 | ) |
Class IB | | | - | | | | (810,162 | ) |
Class IC | | | - | | | | (68,500 | ) |
Total return of capital | | | - | | | | (1,230,570 | ) |
| | |
Share transactions-net: | | | | | | | | |
Class A | | | (16,314,659 | ) | | | (13,292,398 | ) |
Class B | | | - | | | | (1,636,984 | ) |
Class C | | | (16,468,097 | ) | | | (22,251,249 | ) |
Class Y | | | 776,753 | | | | 114,263 | |
Class IB | | | (50,975,389 | ) | | | (64,226,654 | ) |
Class IC | | | (4,477,477 | ) | | | (4,906,593 | ) |
Net increase (decrease) in net assets resulting from share transactions | | | (87,458,869 | ) | | | (106,199,615 | ) |
Net increase (decrease) in net assets | | | (98,805,264 | ) | | | (102,394,984 | ) |
| | |
Net assets: | | | | | | | | |
Beginning of year | | | 740,187,763 | | | | 842,582,747 | |
End of year | | $ | 641,382,499 | | | $ | 740,187,763 | |
| (1) | The Securities and Exchange Commission eliminated the requirement to disclose distribution components separately, except for tax return of capital. For the year ended February 28, 2018, distributions to shareholders from distributable earnings consisted of distributions from net investment income. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
33 Invesco Senior Loan Fund
Statement of Cash Flows
For the year ended February 28, 2019
| | | | |
Cash provided by operating activities: | | | | |
Net increase in net assets resulting from operations | | $ | 22,091,772 | |
| |
Adjustments to reconcile the change in net assets from operations to net cash provided by operating activities: | | | | |
Purchases of investments | | | (480,041,194 | ) |
Proceeds from sales of investments | | | 585,614,274 | |
Purchases of short-term investments, net | | | (2,563,656 | ) |
Accretion of discount on investment securities | | | (1,614,036 | ) |
Decrease in receivables and other assets | | | 801,436 | |
Increase in accrued expenses and other payables | | | 348,642 | |
Net realized loss from investment securities | | | 3,048,745 | |
Net change in unrealized depreciation on investment securities | | | 8,332,727 | |
Net change in unrealized appreciation of forward foreign currency contracts | | | (661,888 | ) |
Net cash provided by operating activities | | | 135,356,822 | |
| |
Cash provided by (used in) financing activities: | | | | |
Dividends paid to shareholders from distributable earnings | | | (15,649,400 | ) |
Proceeds from shares of beneficial interest sold | | | 13,870,885 | |
Proceeds from borrowings | | | 40,000,000 | |
Repayment of borrowings | | | (50,000,000 | ) |
Disbursements from shares of beneficial interest reacquired | | | (119,165,978 | ) |
Net cash provided by (used in) financing activities | | | (130,944,493 | ) |
Net increase in cash and cash equivalents | | | 4,412,329 | |
Cash and cash equivalents at beginning of period | | | 32,747,230 | |
Cash and cash equivalents at end of period | | $ | 37,159,559 | |
| |
Non-cash financing activities: | | | | |
Value of shares of beneficial interest issued in reinvestment of dividends paid to shareholders | | $ | 17,998,203 | |
| |
Supplemental disclosure of cash flow information: | | | | |
Cash paid during the period for interest, facilities and maintenance fees | | $ | 4,856,477 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
34 Invesco Senior Loan Fund
Notes to Financial Statements
February 28, 2019
NOTE 1–Significant Accounting Policies
Invesco Senior Loan Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company.
The Fund’s investment objective is to provide a high level of current income, consistent with preservation of capital. The Fund’s investment adviser seeks to achieve the Fund’s investment objective by investing primarily in adjustable rate senior loans. The Fund invests primarily in adjustable rate senior loans (“Senior Loans”). Senior Loans are business loans that have a senior right to payment and are made to borrowers that may be corporations, partnerships, or other entities. These borrowers operate in a variety of industries and geographic regions. The Fund borrows money for investment purposes which may create the opportunity for enhanced return, but also should be considered a speculative technique and may increase the Fund’s volatility.
The Fund continuously offers Class A, Class C and Class Y shares. The Fund also has outstanding Class IB and Class IC shares which are not continuously offered. Each class of shares differs in its initial sales load, contingent deferred sales charges (“CDSC”), the allocation of class-specific expenses and voting rights on matters affecting a single class. No CDSC was paid in connection with this early conversion.
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- Variable rate senior loan interests are fair valued using quotes provided by an independent pricing service. Quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics,institution-size trading in similar groups of securities and other market data. |
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 as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales on a particular day, the security may be valued at the closing bid price on that day. Securities traded in theover-the-counter market (but not securities reported on the NASDAQ Stock Exchange) are valued based on the prices furnished by independent pricing services, in which case the securities may be considered fair valued, or by market makers. Each security reported on the NASDAQ Stock Exchange is valued at the NASDAQ Official Closing Price (“NOCP”) as of the close of the customary trading session on the valuation date or absent a NOCP, at the closing bid price.
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 the 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 inopen-end andclosed-end registered investment companies that do not trade on an exchange are valued at theend-of-day net asset value per share. Investments inopen-end andclosed-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 asinstitution-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.
Swap agreements are fair valued using an evaluated quote, if available, provided by an independent pricing service. Evaluated quotes provided by the pricing service are valued based on a model which may includeend-of-day net present values, spreads, ratings, industry, company performance and returns of referenced assets. Centrally cleared swap agreements are valued at the daily settlement price determined by the relevant exchange or clearinghouse.
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.
35 Invesco Senior Loan Fund
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.
Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
| B. | Securities Transactions and Investment Income- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on the accrual basis from settlement date. Bond premiums and discounts are amortized and/or accreted over the lives of the respective securities.Pay-in-kind interest income andnon-cash dividend income received in the form of securitiesin-lieu of cash are recorded at the fair value of the securities received. Facility fees received may be amortized over the life of the loan. Dividend income (net of withholding tax, if any) is recorded on theex-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.
Other income is comprised primarily of amendment fees which are recorded when received. Amendment fees are received in return for changes in the terms of the loan or note.
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 realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class.
| C. | Country Determination- For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted. |
| D. | Distributions- Distributions from net investment income, if any, are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on theex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes. |
| E. | Federal Income Taxes -The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements. |
The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
| F. | 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. |
| G. | Accounting Estimates -The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after theperiod-end date and before the date the financial statements are released to print. |
| H. | Indemnifications- Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified |
36 Invesco Senior Loan Fund
| | against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote. |
| I. | 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 and other investments held in lieu of cash and excludes investments made with cash collateral received. |
| J. | Securities Purchased on a When-Issued and Delayed Delivery Basis– The Fund may purchase and sell interests in corporate loans and corporate debt securities and other portfolio securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Fund on such interests or securities in connection with such transactions prior to the date the Fund actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of acquiring such securities, they may sell such securities prior to the settlement date. |
| K. | Foreign Currency Translations– Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. |
The Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.
| L. | Forward Foreign Currency Contracts– The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk. |
The Fund may also enter into forward foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount(non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to the dailymark-to-market obligation for forward foreign currency contracts.
A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with forward foreign currency contracts include failure of the Counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.
| M. | Industry Focus– To the extent that the Fund invests a greater amount of its assets in securities of issuers in the banking and financial services industries, the Fund’s performance will depend to a greater extent on the overall condition of those industries. The value of these securities can be sensitive to changes in government regulation, interest rates and economic downturns in the U.S. and abroad. |
| N. | Bank Loan Risk– Although the resale, or secondary market for floating rate loans has grown substantially over the past decade, both in overall size and number of market participants, there is no organized exchange or board of trade on which floating rate loans are traded. Instead, the secondary market for floating rate loans is a private, unregulated interdealer or interbank resale market. Such a market may therefore be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods, which may impair the Fund’s ability to sell bank loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods may result in cash not being immediately available to the Fund. As a result, the Fund may have to sell other investments or engage in borrowing transactions to raise cash to meet its obligations. Similar to other asset classes, bank loan funds may be exposed to counterparty credit risk, or the risk than an entity with which the Fund has unsettled or open transactions may fail to or be unable to perform on its commitments. The Fund seeks to manage counterparty credit risk by entering into transactions only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. |
| O. | Other Risks- The Fund may invest all or substantially all of its assets in senior secured floating rate loans and senior secured debt securities that are determined to be rated below investment grade. These securities are generally considered to have speculative characteristics and are subject to greater risk of loss of principal and interest than higher rated securities. The value of lower quality debt securities and floating rate loans can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market or economic developments. |
The Fund invests in corporate loans from U.S. ornon-U.S. companies (the “Borrowers”). The investment of the Fund in a corporate loan may take the form of participation interests or assignments. If the Fund purchases a participation interest from a syndicate of lenders (“Lenders”) or one of the participants in the syndicate (“Participant”), one or more of which administers the loan on behalf of all the Lenders (the “Agent Bank”), the Fund would be required to rely on the Lender that sold the participation interest not only for the enforcement of the Fund’s rights against the Borrower but also for the receipt and processing of payments due to the Fund under the corporate loans. As such, the Fund is subject to the credit
37 Invesco Senior Loan Fund
risk of the Borrower and the Participant. Lenders and Participants interposed between the Fund and a Borrower, together with Agent Banks, are referred to as “Intermediate Participants”.
| P. | Leverage Risk– The Fund may utilize leverage to seek to enhance the yield of the Fund by borrowing. There are risks associated with borrowing in an effort to increase the yield and distributions on the common shares, including that the costs of the financial leverage may exceed the income from investments purchased with such leverage proceeds, the higher volatility of the NAV of the shares, and that fluctuations in the interest rates on the borrowing may affect the yield and distributions to the common shareholders. There can be no assurance that the Fund’s leverage strategy will be successful. |
NOTE 2–Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
| | |
| Average Daily Net Assets | | Rate |
First $ 500 million | | 0.90% |
Next $1 billion | | 0.85% |
Next $1 billion | | 0.825% |
Next $500 million | | 0.80% |
Over $3 billion | | 0.775% |
For the year ended February 28, 2019, the effective advisory fees incurred by the Fund was 0.89%.
Under the terms of a mastersub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “AffiliatedSub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such AffiliatedSub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such AffiliatedSub-Adviser(s).
The Fund has entered into an administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs related to monitoring the provisions of the loan agreements and any agreements with respect to participations and assignments, record keeping responsibilities with respect to interests in Senior Loans in the Fund’s portfolio and providing certain services to the holders of the Fund’s securities. For the year ended February 28, 2019, expenses incurred under these agreements are shown in the Statement of Operations asAdministrative services fees. Also, Invesco has entered into asub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as custodian and fund accountant and provides certain administrative services to the Fund.
The Fund has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the the year ended February 28, 2019, expenses incurred under this agreement are shown in the Statement of Operations as Administrative services fees.
Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class C shares and Class IC shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of the average daily net assets of Class A shares and up to 1.00% of the average daily net assets of Class C shares and up to 0.15% (0.25% maximum) of the average daily net assets of Class IC shares. The fees are accrued daily and paid monthly.
With respect to Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses. For the year ended February 28, 2019, expenses incurred under these agreements are shown in the Statement of Operations as Distribution fees.
Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund.Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended February 28, 2019, IDI advised the Fund that IDI retained $3,837 infront-end sales commissions from the sale of Class A shares and $0, $2,801 and $313 from Class A, Class C and Class IC shares, respectively, for CDSC imposed on redemptions by shareholders.
Certain officers and trustees of the Fund are officers and directors of Invesco.
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. |
38 Invesco Senior Loan Fund
| | | | |
Level 3 | | - | | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. |
| | | | Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
The following is a summary of the tiered valuation input levels, as of February 28, 2019. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
During the year ended February 28, 2019, there were transfers from Level 2 to Level 3 of $11,551,277 due to third-party vendor quotations utilizing single market quotes and from Level 3 to Level 2 of $13,078,654, due to third-party vendor quotations utilizing more than one market quote.
| | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Variable Rate Senior Loan Interests | | $ | - | | | $ | 617,730,866 | | | $ | 46,636,668 | | | $ | 664,367,534 | |
Common Stocks & Other Equity Interests | | | 14,413,372 | | | | 36,482,034 | | | | 6,395,434 | | | | 57,290,840 | |
U.S. Dollar Denominated Bonds & Notes | | | - | | | | 46,032,646 | | | | - | | | | 46,032,646 | |
Non-U.S. Dollar Denominated Bonds & Notes | | | - | | | | 12,047,176 | | | | - | | | | 12,047,176 | |
Structured Products | | | - | | | | 3,198,807 | | | | - | | | | 3,198,807 | |
Preferred Stocks | | | 61,819 | | | | 19,175 | | | | 226,891 | | | | 307,885 | |
Investments Matured | | | - | | | | 119,417 | | | | 413,292 | | | | 532,709 | |
Total Investments in Securities | | | 14,475,191 | | | | 715,630,121 | | | | 53,672,285 | | | | 783,777,597 | |
| | | | |
Other Investments - Assets* | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | - | | | | 730,840 | | | | - | | | | 730,840 | |
| | | | |
Other Investments - Liabilities* | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | - | | | | (626,881 | ) | | | - | | | | (626,881 | ) |
Total Other Investments | | | - | | | | 103,959 | | | | - | | | | 103,959 | |
Total Investments | | $ | 14,475,191 | | | $ | 715,734,080 | | | $ | 53,672,285 | | | $ | 783,881,556 | |
| * | Unrealized appreciation (depreciation). |
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 February 28, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Value
02/28/18 | | | Purchases
at Cost | | | Proceeds
from Sales | | | Accrued
Discounts/
Premiums | | | Realized Gain (Loss) | | | Change in
Unrealized
Appreciation
(Depreciation) | | | Transfers into Level 3 | | | Transfers out of Level 3 | | | Value
02/28/19 | |
| Variable Rate Senior Loan Interests | | $ | 65,812,750 | | | $ | 22,650,115 | | | $ | (42,006,033 | ) | | $ | 192,979 | | | $ | 299,296 | | | $ | 46,491 | | | $ | 11,245,252 | | | $ | (11,604,182 | ) | | $ | 46,636,668 | |
| Common Stocks & Other Equity Interests | | | 6,668,450 | | | | 4,189,315 | | | | - | | | | - | | | | 1,653,699 | | | | (4,947,583 | ) | | | 306,025 | | | | (1,474,472 | ) | | | 6,395,434 | |
| Preferred Stocks | | | 215,747 | | | | 151,015 | | | | - | | | | - | | | | - | | | | (139,871 | ) | | | - | | | | - | | | | 226,891 | |
| Investments Matured | | | 413,661 | | | | 27,771 | | | | (4,116 | ) | | | - | | | | (4,492 | ) | | | (19,532 | ) | | | - | | | | - | | | | 413,292 | |
Total | | $ | 73,110,608 | | | $ | 27,018,216 | | | $ | (42,010,149 | ) | | $ | 192,979 | | | $ | 1,948,503 | | | $ | (5,060,495 | ) | | $ | 11,551,277 | | | $ | (13,078,654 | ) | | $ | 53,672,285 | |
Securities determined to be Level 3 at the end of the reporting period were valued primarily by utilizing quotes from a third-party vendor pricing service. A significant change in third-party pricing information could result in a significantly lower or higher value in Level 3 investments.
NOTE 4–Derivative Investments
The Fund may enter into an International Swaps and Derivatives Association Master Agreement (“ISDA Master Agreement”) under which a fund may trade OTC derivatives. An OTC transaction entered into under an ISDA Master Agreement typically involves a collateral posting arrangement, payment netting provisions andclose-out netting provisions. These netting provisions allow for reduction of credit risk through netting of contractual obligations. The enforceability of the netting provisions of the ISDA Master Agreement depends on the governing law of the ISDA Master Agreement, among other factors.
For financial reporting purposes, the Fund does not offset OTC derivative assets or liabilities that are subject to ISDA Master Agreements in the Statement of Assets and Liabilities.
39 Invesco Senior Loan Fund
Value of Derivative Investments atPeriod-End
The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of February 28, 2019:
| | | | |
| | | Value | |
| |
| Derivative Assets | | Currency
Risk | |
Unrealized appreciation on forward foreign currency contracts outstanding | | | $ 730,840 | |
Derivatives not subject to master netting agreements | | | - | |
Total Derivative Assets subject to master netting agreements | | | $ 730,840 | |
| |
| | | Value | |
| |
| Derivative Liabilities | | Currency
Risk | |
Unrealized depreciation on forward foreign currency contracts outstanding | | | $(626,881 | ) |
Derivatives not subject to master netting agreements | | | - | |
Total Derivative Liabilities subject to master netting agreements | | | $(626,881 | ) |
Offsetting Assets and Liabilities
The table below reflects the Fund’s exposure to Counterparties subject to either an ISDA Master Agreement or other agreement for OTC derivative transactions as of February 28, 2019.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Financial
Derivative
Assets | | | Financial
Derivative
Liabilities | | | | | | | | | | |
| | | Forward Foreign
Currency Contracts | | | Forward Foreign
Currency Contracts | | | Net Value of
Derivatives | | | Collateral
(Received)/Pledged | | | Net Amount | |
| Counterparty | | Non-Cash | | | Cash | |
Bank of America Merrill Lynch | | | $ 38,560 | | | | $ (37,915 | ) | | | $ 645 | | | | $- | | | | $- | | | | $ 645 | |
Barclays Bank PLC | | | 175,025 | | | | (189,940 | ) | | | (14,915 | ) | | | - | | | | - | | | | (14,915 | ) |
Citibank, N.A. | | | 92,111 | | | | (96,387 | ) | | | (4,276 | ) | | | - | | | | - | | | | (4,276 | ) |
Goldman Sachs International | | | 116,047 | | | | (34,545 | ) | | | 81,502 | | | | - | | | | - | | | | 81,502 | |
J.P. Morgan Chase Bank, N.A. | | | 227,664 | | | | (228,863 | ) | | | (1,199 | ) | | | - | | | | - | | | | (1,199 | ) |
Morgan Stanley Capital Services LLC | | | - | | | | (2,656 | ) | | | (2,656 | ) | | | - | | | | - | | | | (2,656 | ) |
Royal Bank of Canada | | | 34,541 | | | | (36,575 | ) | | | (2,034 | ) | | | - | | | | - | | | | (2,034 | ) |
State Street Bank & Trust Co. | | | 46,892 | | | | - | | | | 46,892 | | | | - | | | | - | | | | 46,892 | |
Total | | | $730,840 | | | | $(626,881 | ) | | | $103,959 | | | | $- | | | | $- | | | | $103,959 | |
Effect of Derivative Investments for the year ended February 28, 2019
The table below summarizes the gains on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:
| | | | |
| | | Location of Gain on
Statement of Operations | |
| |
| | | Currency Risk | |
Realized Gain: | | | | |
Forward foreign currency contracts | | | $2,924,789 | |
Change in Net Unrealized Appreciation: | | | | |
Forward foreign currency contracts | | | 661,888 | |
Total | | | $3,586,677 | |
The table below summarizes the average notional value of derivatives held during the period.
| | | | |
| | | Forward Foreign Currency
Contracts | |
Average notional value | | | $120,605,254 | |
40 Invesco Senior Loan Fund
NOTE 5–Investments in Other Affiliates
The 1940 Act defines an “affiliated person” as an issuance in which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the 1940 Act) of that issuer. The following is a summary of the investments in other affiliates (excluding affiliated money market funds) for the year ended February 28, 2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Value
02/28/18 | | | Purchases
at Cost | | | Proceeds
from Sales | | | Change in
Unrealized
Appreciation
(Depreciation) | | | Realized
Gain | | | Value
02/28/19 | | | Dividend
Income | |
Cygnus Business | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Media, Inc., | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | $0 | | | | $- | | | | $- | | | | $- | | | | $- | | | | $0 | | | | $- | |
NOTE 6–Expense Offset Arrangement(s)
The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended February 28, 2019, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $5,452.
NOTE 7–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” includes amounts accrued by the Fund to fund such deferred compensation amounts.
NOTE 8–Cash Balances and Borrowings
Effective November 16, 2018, the Fund entered into a $285 million revolving credit and security agreement, which will expire on November 15, 2019. Prior to November 16, 2018, the revolving credit and security agreement was for $325 million. The revolving credit agreement is secured by the assets of the Fund.
During the year ended February 28, 2019, the average daily balance of borrowing under the revolving credit and security agreement was $152,260,274 with a weighted interest rate of 3.46%. 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 credit and security agreement are shown in the Statement of Operations asInterest, facilities and maintenance fees.
Additionally, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any atperiod-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
NOTE 9–Unfunded Loan Commitments
As of February 28, 2019, the Fund had unfunded loan commitments, which could be extended at the option of the borrower, pursuant to the following loan agreements with the following borrowers:
| | | | | | | | | | | | |
| Borrower | | Type | | | | Principal
Amount(a) | | | Value | |
AMCP Clean Acquisition Co., LLC | | Delayed Draw Term Loan | | | | $ | 133,690 | | | | $ 131,684 | |
Brightview Landscapes, LLC | | First Lien Revolver Loan | | | | | 417,854 | | | | 386,515 | |
Carlisle FoodService Products, Inc. | | Delayed Draw Term Loan | | | | | 31,545 | | | | 30,586 | |
Dentalcorp Perfect Smile ULC | | Second Lien Term Loan | | | | | 155,138 | | | | 152,811 | |
Fieldwood Energy LLC | | Revolver Loan | | | | | 9,735,513 | | | | 9,638,157 | |
IAP Worldwide Services | | First Lien Term Loan | | | | | 1,870,435 | | | | 1,870,435 | |
Mavis Tire Express Services Corp. | | Delayed Draw Term Loan | | | | | 159,289 | | | | 157,895 | |
National Vision, Inc. | | Revolver Loan | | | | | 1,249,944 | | | | 1,149,948 | |
Pacific Gas and Electric Co. | | Delayed Draw Term Loan | | | | | 649,250 | | | | 648,763 | |
Pacific Gas and Electric Co. | | Term Loan | | | | | 1,947,749 | | | | 1,946,288 | |
Phoenix Guarantor, Inc. | | Delayed Draw Term Loan | | | | | 120,631 | | | | 119,777 | |
Transtar Holding Co. | | Delayed Draw Term Loan | | | | | 169,960 | | | | 169,535 | |
Unilabs Diagnostics AB | | Revolver Loan | | EUR | | | 768,492 | | | | 859,047 | |
| | | | | | | | | | | | $17,261,441 | |
| (a) | Principal amounts are denominated in U.S. Dollars unless otherwise noted. |
Currency Abbreviations:
EUR - Euro
41 Invesco Senior Loan Fund
NOTE 10–Distributions to Shareholders and Tax Components of Net Assets
Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended February 28, 2019 and 2018
| | | | |
| | | 2019 | | 2018 |
| | |
Ordinary income | | $33,438,167 | | $31,788,400 |
| | |
Return of Capital | | - | | 1,230,570 |
| | |
Total distributions | | $33,438,167 | | $33,018,970 |
Tax Components of Net Assets atPeriod-End:
| | | | |
| | | 2019 | |
| |
Net unrealized appreciation (depreciation) - investments | | $ | (44,507,950 | ) |
| |
Net unrealized appreciation (depreciation) - foreign currencies | | | (18,190 | ) |
| |
Temporary book/tax differences | | | (86,912 | ) |
| |
Capital loss carryforward | | | (179,355,614 | ) |
| |
Late-Year ordinary loss deferral | | | (231,003 | ) |
| |
Shares of beneficial interest | | | 865,582,168 | |
| |
Total net assets | | $ | 641,382,499 | |
The difference between book-basis andtax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to amortization of bond premium, interest accrual on defaulted bonds and forward currency contracts.
The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
The Fund has a capital loss carryforward as of February 28, 2019, as follows:
| | | | | | |
| Capital Loss Carryforward* |
| Expiration | | Short-Term | | Long-Term | | Total |
| | | |
Not subject to expiration | | $794,308 | | $178,561,306 | | $179,355,614 |
| * | Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization. |
NOTE 11–Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended February 28, 2019 was $376,083,271 and $542,306,263, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reportingperiod-end.
| | | | |
| Unrealized Appreciation (Depreciation) of Investments on a TaxBasis | |
| |
Aggregate unrealized appreciation of investments | | | $39,632,856 | |
| |
Aggregate unrealized (depreciation) of investments | | | (84,140,806 | ) |
| |
Net unrealized appreciation (depreciation) of investments | | | $(44,507,950 | ) |
Cost of investments for tax purposes is $828,389,506.
NOTE 12–Reclassification of Permanent Differences
Primarily as a result of differing book/tax treatment of expired capital loss carryforward and foreign currencies, on February 28, 2019, undistributed net investment income (loss) was increased by $2,053,258, undistributed net realized gain (loss) was increased by $91,378,055 and shares of beneficial interest was decreased by $93,431,313. This reclassification had no effect on the net assets of the Fund.
NOTE 13–Senior Loan Participation Commitments
The Fund invests in participations, assignments, or acts as a party to the primary lending syndicate of a Senior Loan interest to corporations, partnerships, and other entities. When the Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation, but not with the borrower directly. As such, the Fund assumes the credit risk of the borrower, selling participant or other persons interpositioned between the Fund and the borrower.
42 Invesco Senior Loan Fund
At the year ended February 28, 2019, the following sets forth the selling participants with respect to interest in Senior Loans purchased by the Fund on a participation basis.
| | | | | | |
| Selling Participant | | Principal
Amount | | | Value |
Goldman Sachs Lending Partners LLC | | $ | 1,249,944 | | | $1,149,948 |
NOTE 14–Dividends
The Fund declared the following monthly dividends from net investment income subsequent to February 28, 2019.
| | | | | | |
| Share Class | | Record Date | | | | Payable March 29, 2019 |
Class A | | Daily | | | | 0.0245 |
Class C | | Daily | | | | 0.0205 |
Class Y | | Daily | | | | 0.0259 |
Class IB | | Daily | | | | 0.0259 |
Class IC | | Daily | | | | 0.0251 |
NOTE 15–Repurchase of Shares
The Fund has a policy of making monthly repurchase offers (“Repurchase Offers”) for the Fund’s common shares pursuant to Rule23c-3(b) of the 1940 Act.
The Repurchase Offers will be for between 5% and 25% of the Fund’s outstanding shares; however, the Fund’s present intent for the offers is for not less than 6% (The Board of Trustees may authorize an additional 2%, if necessary, without extending the Repurchase Offers). The repurchase request deadline will be the third Friday of each calendar month (or the preceding business day if such third Friday is not a business day). During the year ended February 28, 2019, the Fund had Repurchase Offers as follows:
| | | | | | |
| Repurchase request deadlines | | Percentage of
outstanding shares the
Fund offered to
repurchase | | Number of shares
tendered (all classes) | | Percentage of
outstanding shares
tendered (all classes) |
March 16, 2018 | | 6.0% | | 1,615,079 | | 1.5% |
April 20, 2018 | | 6.0 | | 1,324,563 | | 1.2 |
May 18, 2018 | | 6.0 | | 1,257,041 | | 1.2 |
June 15, 2018 | | 6.0 | | 1,294,643 | | 1.2 |
July 20, 2018 | | 6.0 | | 1,223,198 | | 1.2 |
August 17, 2018 | | 6.0 | | 1,222,761 | | 1.2 |
September 21, 2018 | | 6.0 | | 1,600,352 | | 1.5 |
October 19, 2018 | | 6.0 | | 1,011,098 | | 1.0 |
November 16, 2018 | | 6.0 | | 1,697,880 | | 1.7 |
December 21, 2018 | | 6.0 | | 3,242,599 | | 3.2 |
January 18, 2019 | | 6.0 | | 1,194,088 | | 1.2 |
February 15, 2019 | | 6.0 | | 1,169,813 | | 1.2 |
NOTE 16–Share Information
| | | | | | | | | | | | | | |
| | | Summary of Share Activity |
| | | Years ended February 28, |
| | | 2019(a) | | | 2018 |
| | | Shares | | | Amount | | | Shares | | | Amount |
Sold: |
Class A | | | 1,118,589 | | | $ | 7,466,148 | | | | 1,424,258 | | | $ 9,488,031 |
Class B(b) | | | - | | | | - | | | | 686 | | | 4,567 |
Class C | | | 503,645 | | | | 3,393,168 | | | | 595,173 | | | 3,979,496 |
Class Y | | | 185,623 | | | | 1,242,282 | | | | 124,307 | | | 829,494 |
Class IB | | | 219,517 | | | | 1,467,422 | | | | 213,181 | | | 1,422,966 |
Class IC | | | 17,335 | | | | 116,010 | | | | 24,547 | | | 163,801 |
43 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | |
| | | Summary of Share Activity | |
| | | Years ended February 28, | |
| | | 2019(a) | | | | | | 2018 | |
| | | Shares | | | Amount | | | | | | Shares | | | Amount | |
|
Issued as reinvestment of dividends: | |
Class A | | | 360,286 | | | | 2,388,551 | | | | | | | | 339,450 | | | | 2,263,445 | |
Class B(b) | | | - | | | | - | | | | | | | | 3,315 | | | | 22,084 | |
Class C | | | 297,330 | | | | 1,975,735 | | | | | | | | 296,605 | | | | 1,981,967 | |
Class Y | | | 13,564 | | | | 89,940 | | | | | | | | 11,069 | | | | 73,860 | |
Class IB | | | 1,870,458 | | | | 12,408,288 | | | | | | | | 1,820,834 | | | | 12,148,982 | |
Class IC | | | 171,272 | | | | 1,135,689 | | | | | | | | 158,115 | | | | 1,055,023 | |
| | | | | |
Conversion of Class B shares to Class A shares:(c) | | | | | | | | | | | | | | | | | | | | |
Class A | | | - | | | | - | | | | | | | | 169,597 | | | | 1,140,125 | |
Class B | | | - | | | | - | | | | | | | | (169,597 | ) | | | (1,140,125 | ) |
| | | | | |
Reacquired: | | | | | | | | | | | | | | | | | | | | |
Class A | | | (3,955,097 | ) | | | (26,169,358 | ) | | | | | | | (3,928,137 | ) | | | (26,183,999 | ) |
Class B(b) | | | - | | | | - | | | | | | | | (78,664 | ) | | | (523,510 | ) |
Class C | | | (3,286,419 | ) | | | (21,837,000 | ) | | | | | | | (4,225,844 | ) | | | (28,212,712 | ) |
Class Y | | | (83,123 | ) | | | (555,469 | ) | | | | | | | (118,556 | ) | | | (789,091 | ) |
Class IB | | | (9,717,991 | ) | | | (64,851,099 | ) | | | | | | | (11,664,836 | ) | | | (77,798,602 | ) |
Class IC | | | (857,992 | ) | | | (5,729,176 | ) | | | | | | | (919,049 | ) | | | (6,125,417 | ) |
Net increase (decrease) in share activity | | | (13,143,003 | ) | | | $(87,458,869 | ) | | | | | | | (15,923,546 | ) | | | $(106,199,615 | ) |
| (a) | There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 54% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. |
| (b) | Class B shares activity for the period March 1, 2017 through January 26, 2018 (date of conversion). |
| (c) | Effective as of the close of business January 26, 2018, all outstanding Class B shares were converted to Class A shares. |
NOTE 17–Financial Highlights
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net asset
value,
beginning
of period | | | Net
investment
income (a) | | | Net gains (losses) on securities (both
realized and
unrealized) | | | Total from
investment
operations | | | Dividends
from net
investment
income | | | Return of
capital | | | Total
distributions | | | Net asset
value, end
of period | | | Total
return (b) | | | Net assets,
end of period
(000’s omitted) | | | Ratio of
expenses
to average
net assets
with fee
waivers
and/or
expenses
absorbed | | | Ratio of
expenses
to average net
assets without
fee waivers
and/or expenses
absorbed | | | Supplemental
ratio of
expenses
to average
net assets
with fee waivers
(excluding
interest,
facilities and
maintenance
fees) | | | Ratio of net
investment
income
to average
net assets | | | Portfolio turnover (c) | | | Total
borrowings
(000’s omitted) | | | Asset Coverage
per $1,000
unit of
senior
indebtedness (d) | |
Class A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended 02/28/19 | | | $6.72 | | | | $0.28 | | | | $(0.10 | ) | | | $ 0.18 | | | | $(0.29 | ) | | | $ - | | | | $(0.29 | ) | | | $6.61 | | | | 3.19 | %(e) | | | $ 90,789 | | | | 2.46 | %(e)(f) | | | 2.46 | %(e)(f) | | | 1.71 | %(e)(f) | | | 4.25 | %(e)(f) | | | 44 | % | | | $160,000 | | | | $5,009 | |
Year ended 02/28/18 | | | 6.68 | | | | 0.26 | | | | 0.05 | | | | 0.31 | | | | (0.26 | ) | | | (0.01 | ) | | | (0.27 | ) | | | 6.72 | | | | 4.79 | (e) | | | 108,897 | | | | 2.24 | (e) | | | 2.24 | (e) | | | 1.73 | (e) | | | 3.88 | (e) | | | 53 | | | | 170,000 | | | | 5,354 | |
Year ended 02/28/17 | | | 5.81 | | | | 0.34 | | | | 0.86 | | | | 1.20 | | | | (0.32 | ) | | | (0.01 | ) | | | (0.33 | ) | | | 6.68 | | | | 20.97 | (e) | | | 121,627 | | | | 2.06 | (e) | | | 2.06 | (e) | | | 1.67 | (e) | | | 5.34 | (e) | | | 73 | | | | 150,000 | | | | 6,617 | |
Year ended 02/29/16 | | | 6.76 | | | | 0.38 | | | | (0.94 | ) | | | (0.56 | ) | | | (0.39 | ) | | | - | | | | (0.39 | ) | | | 5.81 | | | | (8.65 | )(e) | | | 115,036 | | | | 1.98 | (e) | | | 1.98 | (e) | | | 1.68 | (e) | | | 5.82 | (e) | | | 51 | | | | 150,000 | | | | 6,346 | |
Year ended 02/28/15 | | | 6.99 | | | | 0.36 | | | | (0.23 | ) | | | 0.13 | | | | (0.36 | ) | | | - | | | | (0.36 | ) | | | 6.76 | | | | 1.88 | (e) | | | 182,673 | | | | 1.90 | (e) | | | 1.90 | (e) | | | 1.66 | (e) | | | 5.16 | (e) | | | 59 | | | | 224,000 | | | | 5,949 | |
Class C | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended 02/28/19 | | | 6.73 | | | | 0.23 | | | | (0.09 | ) | | | 0.14 | | | | (0.24 | ) | | | - | | | | (0.24 | ) | | | 6.63 | | | | 2.50 | (e) | | | 77,951 | | | | 3.21 | (e)(f) | | | 3.21 | (e)(f) | | | 2.46 | (e)(f) | | | 3.50 | (e)(f) | | | 44 | | | | 160,000 | | | | 5,009 | |
Year ended 02/28/18 | | | 6.70 | | | | 0.21 | | | | 0.04 | | | | 0.25 | | | | (0.21 | ) | | | (0.01 | ) | | | (0.22 | ) | | | 6.73 | | | | 3.86 | (e) | | | 95,894 | | | | 2.99 | (e) | | | 2.99 | (e) | | | 2.48 | (e) | | | 3.13 | (e) | | | 53 | | | | 170,000 | | | | 5,354 | |
Year ended 02/28/17 | | | 5.82 | | | | 0.29 | | | | 0.87 | | | | 1.16 | | | | (0.27 | ) | | | (0.01 | ) | | | (0.28 | ) | | | 6.70 | | | | 20.24 | (e) | | | 117,699 | | | | 2.81 | (e) | | | 2.81 | (e) | | | 2.42 | (e) | | | 4.59 | (e) | | | 73 | | | | 150,000 | | | | 6,617 | |
Year ended 02/29/16 | | | 6.77 | | | | 0.33 | | | | (0.94 | ) | | | (0.61 | ) | | | (0.34 | ) | | | - | | | | (0.34 | ) | | | 5.82 | | | | (9.38 | )(e) | | | 116,229 | | | | 2.73 | (e) | | | 2.73 | (e) | | | 2.43 | (e) | | | 5.07 | (e) | | | 51 | | | | 150,000 | | | | 6,346 | |
Year ended 02/28/15 | | | 7.00 | | | | 0.31 | | | | (0.24 | ) | | | 0.07 | | | | (0.30 | ) | | | - | | | | (0.30 | ) | | | 6.77 | | | | 1.06 | (e) | | | 178,395 | | | | 2.65 | (e) | | | 2.65 | (e) | | | 2.41 | (e) | | | 4.41 | (e) | | | 59 | | | | 224,000 | | | | 5,949 | |
Class IB | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended 02/28/19 | | | 6.72 | | | | 0.30 | | | | (0.10 | ) | | | 0.20 | | | | (0.31 | ) | | | - | | | | (0.31 | ) | | | 6.61 | | | | 3.46 | | | | 432,894 | | | | 2.21 | (f) | | | 2.21 | (f) | | | 1.46 | (f) | | | 4.50 | (f) | | | 44 | | | | 160,000 | | | | 5,009 | |
Year ended 02/28/18 | | | 6.69 | | | | 0.28 | | | | 0.04 | | | | 0.32 | | | | (0.28 | ) | | | (0.01 | ) | | | (0.29 | ) | | | 6.72 | | | | 4.89 | | | | 491,279 | | | | 1.99 | | | | 1.99 | | | | 1.48 | | | | 4.13 | | | | 53 | | | | 170,000 | | | | 5,354 | |
Year ended 02/28/17 | | | 5.81 | | | | 0.36 | | | | 0.86 | | | | 1.22 | | | | (0.33 | ) | | | (0.01 | ) | | | (0.34 | ) | | | 6.69 | | | | 21.45 | | | | 552,939 | | | | 1.81 | | | | 1.81 | | | | 1.42 | | | | 5.59 | | | | 73 | | | | 150,000 | | | | 6,617 | |
Year ended 02/29/16 | | | 6.77 | | | | 0.39 | | | | (0.94 | ) | | | (0.55 | ) | | | (0.41 | ) | | | - | | | | (0.41 | ) | | | 5.81 | | | | (8.53 | ) | | | 523,422 | | | | 1.73 | | | | 1.73 | | | | 1.43 | | | | 6.07 | | | | 51 | | | | 150,000 | | | | 6,346 | |
Year ended 02/28/15 | | | 7.00 | | | | 0.37 | | | | (0.22 | ) | | | 0.15 | | | | (0.38 | ) | | | - | | | | (0.38 | ) | | | 6.77 | | | | 2.16 | | | | 682,816 | | | | 1.65 | | | | 1.65 | | | | 1.41 | | | | 5.41 | | | | 59 | | | | 224,000 | | | | 5,949 | |
44 Invesco Senior Loan Fund
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net asset
value,
beginning
of period | | | Net
investment
income (a) | | | Net gains
(losses) on securities
(both
realized and
unrealized) | | | Total from
investment
operations | | | Dividends
from net
investment
income | | | Return of
capital | | | Total
distributions | | | Net asset
value, end
of period | | | Total
return (b) | | | Net assets,
end of period
(000’s omitted) | | | Ratio of expenses to average net assets with fee waivers
and/or expenses
absorbed | | | Ratio of
expenses
to average net
assets without
fee waivers
and/or expenses
absorbed | | | Supplemental ratio of expenses
to average net assets
with fee waivers
(excluding
interest,
facilities and
maintenance
fees) | | | Ratio of net investment
income
to average
net assets | | | Portfolio
turnover (c) | | | Total
borrowings
(000’s omitted) | | | Asset Coverage
per $1,000
unit of
senior
indebtedness (d) | |
Class IC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended 02/28/19 | | | $6.72 | | | | $0.29 | | | | $(0.10 | ) | | | $ 0.19 | | | | $(0.30 | ) | | | $ - | | | | $(0.30 | ) | | | $6.61 | | | | 3.30 | %(e) | | | $ 36,854 | | | | 2.36 | %(e)(f) | | | 2.36 | %(e)(f) | | | 1.61 | %(e)(f) | | | 4.35 | %(e)(f) | | | 44 | % | | | $160,000 | | | | $5,009 | |
Year ended 02/28/18 | | | 6.69 | | | | 0.27 | | | | 0.05 | | | | 0.32 | | | | (0.28 | ) | | | (0.01 | ) | | | (0.29 | ) | | | 6.72 | | | | 4.74 | (e) | | | 41,957 | | | | 2.14 | (e) | | | 2.14 | (e) | | | 1.63 | (e) | | | 3.98 | (e) | | | 53 | | | | 170,000 | | | | 5,354 | |
Year ended 02/28/17 | | | 5.81 | | | | 0.35 | | | | 0.86 | | | | 1.21 | | | | (0.32 | ) | | | (0.01 | ) | | | (0.33 | ) | | | 6.69 | | | | 21.28 | (e) | | | 46,648 | | | | 1.96 | (e) | | | 1.96 | (e) | | | 1.57 | (e) | | | 5.44 | (e) | | | 73 | | | | 150,000 | | | | 6,617 | |
Year ended 02/29/16 | | | 6.77 | | | | 0.38 | | | | (0.94 | ) | | | (0.56 | ) | | | (0.40 | ) | | | - | | | | (0.40 | ) | | | 5.81 | | | | (8.68 | )(e) | | | 43,660 | | | | 1.88 | (e) | | | 1.88 | (e) | | | 1.58 | (e) | | | 5.92 | (e) | | | 51 | | | | 150,000 | | | | 6,346 | |
Year ended 02/28/15 | | | 7.00 | | | | 0.36 | | | | (0.22 | ) | | | 0.14 | | | | (0.37 | ) | | | - | | | | (0.37 | ) | | | 6.77 | | | | 1.99 | (e) | | | 55,548 | | | | 1.80 | (e) | | | 1.80 | (e) | | | 1.56 | (e) | | | 5.26 | (e) | | | 59 | | | | 224,000 | | | | 5,949 | |
Class Y | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended 02/28/19 | | | 6.72 | | | | 0.30 | | | | (0.10 | ) | | | 0.20 | | | | (0.31 | ) | | | - | | | | (0.31 | ) | | | 6.61 | | | | 3.47 | | | | 2,894 | | | | 2.21 | (f) | | | 2.21 | (f) | | | 1.46 | (f) | | | 4.50 | (f) | | | 44 | | | | 160,000 | | | | 5,009 | |
Year ended 02/28/18 | | | 6.68 | | | | 0.28 | | | | 0.05 | | | | 0.33 | | | | (0.28 | ) | | | (0.01 | ) | | | (0.29 | ) | | | 6.72 | | | | 5.05 | | | | 2,161 | | | | 1.99 | | | | 1.99 | | | | 1.48 | | | | 4.13 | | | | 53 | | | | 170,000 | | | | 5,354 | |
Year ended 02/28/17 | | | 5.81 | | | | 0.36 | | | | 0.85 | | | | 1.21 | | | | (0.33 | ) | | | (0.01 | ) | | | (0.34 | ) | | | 6.68 | | | | 21.27 | | | | 2,037 | | | | 1.81 | | | | 1.81 | | | | 1.42 | | | | 5.59 | | | | 73 | | | | 150,000 | | | | 6,617 | |
Year ended 02/29/16 | | | 6.77 | | | | 0.40 | | | | (0.95 | ) | | | (0.55 | ) | | | (0.41 | ) | | | - | | | | (0.41 | ) | | | 5.81 | | | | (8.53 | ) | | | 1,108 | | | | 1.73 | | | | 1.73 | | | | 1.43 | | | | 6.07 | | | | 51 | | | | 150,000 | | | | 6,346 | |
Year ended 02/28/15 | | | 7.00 | | | | 0.38 | | | | (0.23 | ) | | | 0.15 | | | | (0.38 | ) | | | - | | | | (0.38 | ) | | | 6.77 | | | | 2.16 | | | | 2,433 | | | | 1.65 | | | | 1.65 | | | | 1.41 | | | | 5.41 | | | | 59 | | | | 224,000 | | | | 5,949 | |
| (a) | Calculated using average shares outstanding. |
| (b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
| (c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. Calculation includes the proceeds from principal repayments and sales of variable rate senior loan interests. |
| (d) | Calculated at the fund level by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |
| (e) | The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets of Class A shares reflect actual12b-1 fees of 0.25% for each of the years ended February 28, 2019, February 28, 2018, February 28, 2017, February 29, 2016 and February 28, 2015. The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets of Class C shares reflect actual12b-1 fees of 1.00% for each of the years ended February 28, 2019, February 28, 2018, February 28, 2017, February 29, 2016 and February 28, 2015. The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets of Class IC shares reflect actual12b-1 fees of 0.15% for each of the years ended February 28, 2019, February 28, 2018, February 28, 2017, February 29, 2016 and February 28, 2015. |
| (f) | Ratios are based on average daily net assets (000’s omitted) of $101,957, $88,047, $463,441, $39,422 and $2,799 for Class A, Class C, Class IB, Class IC and Class Y shares, respectively. |
45 Invesco Senior Loan Fund
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of Invesco Senior Loan Fund:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Senior Loan Fund (the “Fund”) as of February 28, 2019, the related statements of operations and cash flows for the year ended February 28, 2019, the statement of changes in net assets for each of the two years in the period ended February 28, 2019, including the related notes, and the financial highlights for each of the five years in the period ended February 28, 2019 (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 February 28, 2019, 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 February 28, 2019 and the financial highlights for each of the five years in the period ended February 28, 2019 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 28, 2019 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Houston, TX
April 29, 2019
We have served as the auditor of one or more of the investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
46 Invesco Senior Loan 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 September 1, 2018 through February 28, 2019.
Actual expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | ACTUAL | | HYPOTHETICAL (5% annual return before expenses) | | Annualized Expense Ratio |
| | | Beginning
Account Value
(09/01/18) | | Ending
Account Value
(02/28/19)1 | | Expenses
Paid During Period 2 | | Ending
Account Value
(02/28/19) | | Expenses
Paid During Period2 |
Class A | | | | $1,000.00 | | | | | $1,002.50 | | | | | $12.66 | | | | | $1,012.15 | | | | | $12.72 | | | | | 2.55% | |
Class C | | | | 1,000.00 | | | | | 999.60 | | | | | 16.36 | | | | | 1,008.43 | | | | | 16.43 | | | | | 3.30 | |
Class IB | | | | 1,000.00 | | | | | 1,005.50 | | | | | 11.44 | | | | | 1,013.39 | | | | | 11.48 | | | | | 2.30 | |
Class IC | | | | 1,000.00 | | | | | 1,003.10 | | | | | 12.17 | | | | | 1,012.65 | | | | | 12.23 | | | | | 2.45 | |
Class Y | | | | 1,000.00 | | | | | 1,004.00 | | | | | 11.43 | | | | | 1,013.39 | | | | | 11.48 | | | | | 2.30 | |
| 1 | The actual ending account value is based on the actual total return of the Fund for the period September 1, 2018 through February 28, 2019, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses. |
| 2 | Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half year. |
47 Invesco Senior Loan Fund
Tax Information
Form1099-DIV, Form1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.
The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended February 28, 2019:
| | | | |
Federal and State Income Tax | | | | |
Qualified Dividend Income* | | | 0.02 | % |
Corporate Dividends Received Deduction* | | | 0.01 | % |
U.S. Treasury Obligations* | | | 0.00 | % |
48 Invesco Senior Loan Fund
Trustees and Officers
The address of each trustee and officer is 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Generally, each trustee serves for a three year term or until his or her successor has been duly elected and qualified, and each officer serves for a one year term or until his or her successor has been duly 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 Persons | | | | | | | | |
Martin L. Flanagan1 – 1960 Trustee and Vice Chair | | 2014 | | 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) | | 158 | | None |
Philip A. Taylor2 – 1954 Trustee | | 2014 | | Vice Chair, Invesco Ltd.; Director, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, The Invesco Funds Formerly: Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.) (financial services holding company);Co-Chairman,Co-President andCo-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, Van Kampen Exchange Corp; President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./ Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Canada Fund Inc. (corporate mutual fund company); Director and Chairman, Van Kampen Investor Services Inc.; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company) and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships) and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.) (registered broker dealer); Manager, Invesco Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco AIM Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. | | 158 | | 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. |
| 2 | Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser. |
T-1 Invesco Senior Loan Fund
Trustees and Officers–(continued)
| | | | | | | | |
Name, Year of Birth and
Position(s) Held with the Trust | | Trustee and/
or Officer Since | | Principal Occupation(s) During Past 5 Years | | Number of
Funds in Fund
Complex
Overseen by
Trustee | | Other Directorship(s)
Held by Trustee During
Past 5 Years |
Independent Trustees | | | | | | | | |
| Bruce L. Crockett – 1944 Trustee and Chair | | 2014 | | Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer, COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute: Member of the Audit Committee, Investment Company Institute; Member of the Executive Committee and Chair of the Governance Committee, Independent Directors Council | | 158 | | Director and Chairman of the Audit Committee, ALPS (Attorneys Liability Protection Society) (insurance company); Director and Member of the Audit Committee and Compensation Committee, Ferroglobe PLC (metallurgical company) |
David C. Arch – 1945 Trustee | | 1988 | | Chairman of Blistex Inc. (consumer health care products manufacturer); Member, World Presidents’ Organization | | 158 | | Board member of the Illinois Manufacturers’ Association |
Jack M. Fields – 1952 Trustee | | 2014 | | Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Chairman, Discovery Learning Alliance(non-profit) Formerly: Owner and Chief Executive Officer, Dos Angeles Ranch L.P. (cattle, hunting, corporate entertainment); Director, Insperity, Inc. (formerly known as Administaff) (human resources provider); Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch(non-profit); and member of the U.S. House of Representatives | | 158 | | None |
| Cynthia Hostetler – 1962 Trustee | | 2017 | | Non-Executive Director and Trustee of a number of public and private business corporations Formerly: Director, Aberdeen Investment Funds (4 portfolios); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP | | 158 | | Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Genesee & Wyoming, Inc. (railroads); Artio Global Investment LLC (mutual fund complex); Edgen Group, Inc. (specialized energy and infrastructure products distributor); Investment Company Institute (professional organization); Independent Directors Council (professional organization) |
| Eli Jones – 1961 Trustee | | 2016 | | Professor and Dean, Mays Business School — Texas A&M University Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank | | 158 | | Insperity, Inc. (formerly known as Administaff) (human resources provider) |
| Anthony J. LaCava, Jr. – 1956 Trustee | | 2019 | | Formerly: Director and Member of the Audit Committee, Blue Hills Bank and Managing Partner, KPMG LLP | | 158 | | Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; KPMG LLP |
Prema Mathai-Davis – 1950 Trustee | | 2014 | | Retired Co-Owner & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor) | | 158 | | None |
| Teresa M. Ressel – 1962 Trustee | | 2017 | | Non-executive director and trustee of a number of public and private business corporations Formerly: Chief Financial Officer, Olayan America, The Olayan Group (international investor/commercial/industrial); Chief Executive Officer, UBS Securities LLC; Group Chief Operating Officer, Americas, UBS AG; Assistant Secretary for Management & Budget and CFO, US Department of the Treasury | | 158 | | Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier) |
| Ann Barnett Stern – 1957 Trustee | | 2017 | | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution) Formerly: Executive Vice President and General Counsel, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP; Business Law Instructor, University of St. Thomas; Attorney, Andrews & Kurth LLP | | 158 | | Federal Reserve Bank of Dallas |
| Raymond Stickel, Jr. – 1944 Trustee | | 2014 | | Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche | | 158 | | None |
| Robert C. Troccoli – 1949 Trustee | | 2016 | | Adjunct Professor, University of Denver — Daniels College of Business Formerly: Senior Partner, KPMG LLP | | 158 | | None |
| Christopher L. Wilson – 1957 Trustee | | 2017 | | Non-executive director and trustee of a number of public and private business corporations Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); 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 | | 158 | | ISO New England, Inc. (non- profit organization managing regional electricity market) |
T-2 Invesco Senior Loan 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 |
Other Officers | | | | | | | | |
Sheri Morris – 1964 President, Principal Executive Officer and Treasurer | | 2010 | | President, Principal Executive Officer and Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust Formerly: Vice President and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; and Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange- Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust | | N/A | | N/A |
Russell C. Burk – 1958 Senior Vice President and Senior Officer | | 2014 | | Senior Vice President and Senior Officer, The Invesco Funds | | N/A | | N/A |
| Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary | | 2018 | | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC; Secretary and Vice President, Jemstep, Inc. Formerly: Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; and Secretary, Sovereign G./P. Holdings Inc. | | N/A | | N/A |
| Andrew R. Schlossberg –1974 Senior Vice President | | 2019 | | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management) and Invesco UK Limited; Director, President and Chairman, Invesco Insurance Agency, Inc.; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited Formerly: 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 | | 2010 | | 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; Invesco Canada Funds Advisory Board Member; Director, President 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) | | N/A | | N/A |
T-3 Invesco Senior Loan 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 |
| Other Officers–(continued) | | | | | | | | |
| | | | | |
| | | | | Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) | | | | |
| | | | | |
Gregory G. McGreevey – 1962 Senior Vice President | | 2012 | | Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; and Senior Vice President, The Invesco Funds Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds | | N/A | | N/A |
| | | | | |
Kelli Gallegos – 1970 Vice President, Principal Financial Officer and Assistant Treasurer | | 2010 | | Vice President and Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange- Traded Self-Indexed Fund Trust; Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Principal Financial and Accounting Officer – Pooled Investments, Invesco Capital Management LLC | | N/A | | N/A |
| | | | | |
| | | | | Formerly: Assistant Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange- Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Capital Management LLC; Assistant Vice President, The Invesco Funds | | | | |
| | | | | |
Tracy Sullivan – 1962 Vice President, Chief Tax Officer and Assistant Treasurer | | 2010 | | Vice President, Chief Tax Officer and Assistant Treasurer, The Invesco Funds; Assistant Treasurer, Invesco Capital Management LLC, 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 | | N/A | | N/A |
| | | | | |
| | | | | Formerly: Assistant Vice President, The Invesco Funds | | | | |
| | | | | |
Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer | | 2013 | | Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, and Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange- Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc. | | N/A | | N/A |
| | | | | |
| | | | | Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. and Invesco Management Group, Inc. | | | | |
| | | | | |
Robert R. Leveille – 1969 Chief Compliance Officer | | 2016 | | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds | | N/A | | N/A |
| | | | | |
| | | | | |
| | | | | Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds | | | | |
| | | | | | |
| Office of the Fund | | Investment Adviser | | Distributor | | Auditors |
1555 Peachtree Street, N.E. Atlanta, GA 30309 | | Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309 | | Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 | | PricewaterhouseCoopers LLP 1000 Louisiana Street, Suite 5800 Houston, TX 77002-5021 |
| | | |
| Counsel to the Fund | | InvestmentSub-Adviser | | Transfer Agent | | Custodian |
Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018 | | Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas New York, NY 10036 | | Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 | | State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801 |
T-4 Invesco Senior Loan Fund
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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 house hold, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on FormN-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s FormsN-Q (or any successor Form) on the SEC website at sec.gov. The SEC file number for the Fund is shown below.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
| | |
Information regarding how the Fund voted proxies related to its portfolio securities during the most recent12-month period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov. Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd. | |  |
| | | | | | | | | | | | |
SEC file number:811-05845 | | Invesco Distributors, Inc. | | VK-SLO-AR-1 | | | 04272019 | | | | 1503 | |
There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.
| ITEM 3: | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial experts are David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. and Robert C. Troccoli. David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. and Robert Troccoli are “independent” within the meaning of that term as used in FormN-CSR.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
PricewaterhouseCoopers LLP (“PwC”) informed the Trust that it has identified an issue related to its independence under Rule2-01(c)(1)(ii)(A) of RegulationS-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities (referred to as a “more than ten percent owner”). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd. (collectively, the Invesco Fund Complex). PricewaterhouseCoopers LLP informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex.
On June 20, 2016, the SEC Staff issued a“no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al.,No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. On May 2, 2018, the SEC proposed amendments to the Loan Rule that, if adopted as proposed, would address many of the issues that led to issuance of theno-action letter. In connection with prior independence determinations, PricewaterhouseCoopers LLP communicated, as contemplated by theno-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PricewaterhouseCoopers LLP is able to exhibit the requisite objectivity and impartiality to report on the Funds’ financial statements as the independent registered public accounting firm. PricewaterhouseCoopers LLP also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore, the Adviser, the Funds and PricewaterhouseCoopers LLP concluded that PricewaterhouseCoopers LLP could continue as the Funds’ independent registered public accounting firm. The Invesco Fund Complex relied upon theno-action letter in reaching this conclusion.
If in the future the independence of PricewaterhouseCoopers LLP is called into question under the Loan Rule by circumstances that are not addressed in the SEC’sno-action letter, the Funds will need to take other action in order for the Funds’ filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such additional actions could result in additional costs, impair the ability of the Funds to issue new shares or have other material adverse effects on the Funds. The SECno-action relief was initially set to expire 18 months from issuance but has been extended by the SEC without an expiration date, except that theno-action letter will be withdrawn upon the effectiveness of any amendments to the Loan Rule designed to address the concerns expressed in the letter.
PwC advised the Registrant’s Audit Committee that PwC had identified two matters for consideration under the SEC’s auditor independence rules. PwC stated that a PwC manager and a PwC Senior Manager each held financial interests in investment companies within the Invesco Fund complex that were inconsistent with the requirements of Rule2-01(c)(1) of RegulationS-X.
PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by these matters as they related to the audit of the Registrant. In reaching this conclusion, PwC noted, among other things, that during the time of its audit, the engagement team was not aware of the investments, neither individual was in the chain of command of the audit or the audit partners of Invesco or the affiliate of the Registrant, the services each individual provided were not relied upon by the audit engagement team with respect to the audit of the affiliate of the Registrant and the investments were not material to the net worth of either individual or their immediate family members.
Additionally, PWC advised the Registrant’s Audit Committee that PwC had identified one matter for consideration under the SEC’s auditor independence rules. PwC stated that a PwC Director held a financial interest in an investment company within the Invesco Fund Complex that was inconsistent with the requirements of Rule2-01(c)(1)(i)(A) of RegulationS-X. PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by this matter as they related to the audit of Registrant. In reaching this conclusion, PwC noted, among other things, the engagement team was not aware of the investment, the PwC Director was not in the chain of command of the audit or audit partners of Invesco, the services provided by the individual were not relied upon by the audit engagement team with respect to the audit of the Registrant and the investment was not material to the net worth of the individual or his immediate family members.
(a) to (d)
Fees Billed by PwC Related to the Registrant
PwC billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:
| | | | | | | | |
| | | Fees Billed for
Services Rendered to
the Registrant for
fiscal year end 2019 | | | Fees Billed for
Services Rendered to
the Registrant for
fiscal year end 2018 | |
Audit Fees | | $ | 78,075 | | | $ | 72,775 | |
Audit-Related Fees(1) | | $ | 0 | | | $ | 14,000 | |
Tax Fees(2) | | $ | 5,075 | | | $ | 10,395 | |
All Other Fees | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
Total Fees | | $ | 83,150 | | | $ | 97,170 | |
(g) PwC billed the Registrant aggregatenon-audit fees of $5,075 for the fiscal year ended 2019, and $24,395 for the fiscal year ended 2018, fornon-audit services rendered to the Registrant.
| (1) | Audit-Related fees for the fiscal year end February 28, 2018 includes fees billed for agreed upon procedures related to line of credit compliance. |
| (2) | Tax fees for the fiscal year end February 28, 2019 includes fees billed for reviewing tax returns and/or services related to tax compliance. Tax fees for fiscal year end February 28, 2018 includes fees billed for reviewing tax returns and/or services related to tax compliance. |
Fees Billed by PwC Related to Invesco and Invesco Affiliates
PwC billed Invesco Advisers, Inc. (“Invesco”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Invesco Affiliates”) aggregate fees forpre-approvednon-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years as follows:
| | | | | | | | |
| | | Fees Billed for Non-
Audit Services
Rendered to Invesco
and Invesco Affiliates
for fiscal year end 2019
That Were Required
to bePre-Approved
by the Registrant’s
Audit Committee | | | Fees Billed for Non-
Audit Services Rendered
to Invesco and Invesco
Affiliates for fiscal year
end 2018 That Were
Required
to bePre-Approved
by the Registrant’s
Audit Committee | |
Audit-Related Fees(1) | | $ | 690,000 | | | $ | 662,000 | |
Tax Fees | | $ | 0 | | | $ | 0 | |
All Other Fees(2) | | $ | 0 | | | $ | 611,000 | |
| | | | | | | | |
Total Fees | | $ | 690,000 | | | $ | 1,273,000 | |
| (1) | Audit-Related fees for the year end 2019 include fees billed related to reviewing controls at a service organization. Audit-Related fees for the year end 2018 include fees billed related to reviewing controls at a service organization. |
| (2) | All other fees for the year end 2018 include fees billed related to the assessments for certain of the company’s risk management tools, current state analysis against regulatory requirements and identification of structural and organizational alternatives, informed by industry practices, for certain of the company’s administrative activities and functions. |
(e)(2) There were no amounts that werepre-approved by the Audit Committee pursuant to the de minimus exception under Rule2-01 of RegulationS-X.
(f) Not applicable.
(g) Including the fees for services not required to bepre-approved by the registrant’s audit committee, PwC billed Invesco and Invesco Affiliates aggregatenon-audit fees of $4,240,000 for the fiscal year ended February 28, 2019, and $4,101,000 for the fiscal year ended February 28, 2018, fornon-audit services rendered to Invesco and Invesco Affiliates.
PwC provided audit services to the Investment Company complex of approximately $25 million.
(h) The Audit Committee also has considered whether the provision ofnon-audit services that were rendered to Invesco and Invesco Affiliates that were not required to bepre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence.
(e)(1)
PRE-APPROVAL OF AUDIT ANDNON-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 thepre-approval of audit andnon-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 andnon-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule2-01 of RegulationS-X requires that the Audit Committee alsopre-approve a Service Affiliate’s engagement of the Auditor fornon-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 maypre-approve audit andnon-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 generalpre-approvals without consideration of specificcase-by-case services (“general pre-approvals”) and pre-approvals on acase-by-case basis (“specific pre-approvals”). Any services requiringpre-approval that are not within the scope of general pre-approvals hereunder are subject to specificpre-approval. These Procedures also address the delegation by the Audit Committee ofpre-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 specificpre-approval by the Audit Committee. Audit services include the annual financial statement audit and
| 1 | Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable toclosed-end funds managed by Invesco and listed on NYSE. |
other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.
In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specificallypre-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 SpecificPre-Approval ofNon-Audit Fund Services |
The Audit Committee will consider, at least annually, the list of GeneralPre-ApprovedNon-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 GeneralPre-ApprovedNon-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 GeneralPre-ApprovedNon-Audit Services have not received generalpre-approval and require specificpre-approval. Each request for specificpre-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 topre-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 specificpre-approval of audit-related, tax or other services, each as described in more detail below.
“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.
“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 specificpre-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 orfee-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.
The Audit Committee maypre-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 |
Rule2-01 of RegulationS-X requires that the Audit Committeepre-approve a Service Affiliate’s engagement of the Auditor fornon-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 specificpre-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 GeneralPre-ApprovedNon-Audit Services have not received generalpre-approval and require specificpre-approval.
Each request for specificpre-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 thepre-approval process involving other audit committees in the Invesco investment company complex (as defined in Rule2-201 of
RegulationS-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 requirespre-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 fornon-audit services, whether or not subject topre-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 andnon-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under generalpre-approval or specificpre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximumpre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specificpre-approval by the Audit Committee before payment of any additional fees is made.
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, topre-approve audit andnon-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 andpre-approve any proposed services or engagements.
Notwithstanding the foregoing, the Audit Committee mustpre-approve: (a) anynon-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 topre-approve any services or engagements that are not required to bepre-approved pursuant to the de minimis exception provided for in Rule2-01(c)(7)(i)(C) of RegulationS-X shall not constitute a violation of these
Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements arepre-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 bepre-approved pursuant to the de minimis exception provided for in Rule2-01(c)(7)(i)(C) of RegulationS-X.
On at least an annual basis, the Auditor will provide the Audit Committee with a summary of allnon-audit services provided to any entity in the investment company complex (as defined in section2-01(f)(14) of RegulationS-X, including the Funds and Service Affiliates) that were notpre-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 followingnon-audit services:
| | • | | Broker-dealer, investment adviser, or investment banking 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 followingnon-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, orcontribution-in-kind reports; |
| | • | | Actuarial services; and |
| | • | | Internal audit outsourcing services. |
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
(a) The registrant has a separately-designed standing audit committee established in accordance with Section 3(a) (58)(A) of the Securities Exchange Act of 1934, as amended. Members of the audit committee are: David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Teresa M. Ressel, Anthony J. LaCava, Jr., Raymond Stickel, Jr. and Robert C. Troccoli.
(b) 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 FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
| | |
 | | Invesco’s Policy Statement on Global Corporate Governance and Proxy Voting |
| I. | Guiding Principles and Philosophy |
Public companies hold shareholder meetings, attended by the company’s executives, directors, and shareholders, during which important issues, such as appointments to the company’s board of directors, executive compensation, and auditors, are addressed and where applicable, voted on. Proxy voting gives shareholders the opportunity to vote on issues that impact the company’s operations and policies without being present at the meetings.
Invesco views proxy voting as an integral part of its investment management responsibilities and believes that the right to vote proxies should be managed with the same high standards of care and fiduciary duty to its clients as all other elements of the investment process. Invesco’s proxy voting philosophy, governance structure and process are designed to ensure that proxy votes are cast in accordance with clients’ best interests, which Invesco interprets to mean clients’ best economic interests, this Policy and the operating guidelines and procedures of Invesco’s regional investment centers.
Invesco investment teams vote proxies on behalf of Invesco-sponsored funds andnon-fund advisory clients that have explicitly granted Invesco authority in writing to vote proxies on their behalf.
The proxy voting process at Invesco, which is driven by investment professionals, focuses on maximizing long-term value for our clients, protecting clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of
directors to shareholders. Invesco takes a nuanced approach to voting and, therefore, many matters to be voted upon are reviewed on a case by case basis.
Votes in favor of board or management proposals should not be interpreted as an indication of insufficient consideration by Invesco fund managers. Such votes may reflect the outcome of past or ongoing engagement and active ownership by Invesco with representatives of the companies in which we invest.
| II. | Applicability of this Policy |
This Policy sets forth the framework of Invesco’s corporate governance approach, broad philosophy and guiding principles that inform the proxy voting practices of Invesco’s investment teams around the world. Given the different nature of these teams and their respective investment processes, as well as the significant differences in regulatory regimes and market practices across jurisdictions, not all aspects of this Policy may apply to all Invesco investment teams at all times. In the case of a conflict between this Policy and the operating guidelines and procedures of a regional investment center the latter will control.
| III. | Proxy Voting for Certain Fixed Income, Money Market Accounts and Index |
For proxies held by certain client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds), Invesco will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies (“Majority Voting”). In this manner Invesco seeks to leverage the active-equity expertise and comprehensive proxy voting reviews conducted by teams employing active-equity strategies, which typically incorporate analysis of proxy issues as a core component of the investment process. Portfolio managers for accounts employing Majority Voting still retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in this Policy.
There may be occasions where voting proxies may present a real or perceived conflict of interest between Invesco, as investment manager, and one or more of Invesco’s clients or vendors. Under Invesco’s Code of Conduct, Invesco entities and individuals are strictly prohibited from putting personal benefit, whether tangible or intangible, before the interests of clients. “Personal benefit” includes any intended benefit for Invesco, oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for the relevant Invesco client.
Firm-level Conflicts of Interest
A conflict of interest may exist if Invesco has a material business relationship with, or is actively soliciting business from, either the company soliciting a proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote (e.g., issuers that are distributors of Invesco’s products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invesco’s proxy governance team maintains a list of all such issuers for which a conflict of interest exists.
If the proposal that gives rise to the potential conflict is specifically addressed by this Policy or the operating guidelines and procedures of the relevant regional investment center, Invesco generally
will vote the proxy in accordance therewith. Otherwise, based on a majority vote of its members, the Global IPAC (as described below) will vote the proxy.
Because this Policy and the operating guidelines and procedures of each regional investment center arepre-determined and crafted to be in the best economic interest of clients, applying them to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard, persons from Invesco’s marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.’s pecuniary interest when voting proxies on behalf of clients.
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.
All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Other Conflicts of Interest
To avoid any appearance of a conflict of interest, Invesco will not vote proxies issued by, or related to matters involving, Invesco Ltd. that may be held in client accounts from time to time.2 Shares of an Invesco-sponsored fund held by other Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund.
| V. | Use of Third-Party Proxy Advisory Services |
Invesco may supplement its internal research with information from third-parties, such as proxy advisory firms. However, Invesco generally retains full and independent discretion with respect to proxy voting decisions.
As part of its fiduciary obligation to clients, Invesco performs extensive initial and ongoing due diligence on the proxy advisory firms it engages. This includes reviews of information regarding the capabilities of their research staffs and internal controls, policies and procedures, including those relating to possible conflicts of interest. In addition, Invesco regularly monitors and communicates with these firms and monitors their compliance with Invesco’s performance and policy standards.
| VI. | Global Proxy Voting Platform and Administration |
Guided by its philosophy that investment teams should manage proxy voting, Invesco has created the Global Invesco Proxy Advisory Committee (“Global IPAC”). The Global IPAC is a global investments-driven committee comprised of representatives from various investment management teams and Invesco’s Global Head of Proxy Governance and Responsible Investment (“Head of Proxy Governance”). The Global IPAC provides a forum for investment teams to monitor,
| 2 | Generally speaking, Invesco does not invest for its clients in the shares of Invesco Ltd., however, limited exceptions apply in the case of funds or accounts designed to track an index that includes Invesco Ltd. as a component. |
understand and discuss key proxy issues and voting trends within the Invesco complex. Absent a conflict of interest, the Global IPAC representatives, in consultation with the respective investment team, are responsible for voting proxies for the securities the team manages (unless such responsibility is explicitly delegated to the portfolio managers of the securities in question) In addition to the Global IPAC,for some clients, third parties (e.g., U.S. mutual fund boards) provide oversight of the proxy process. The Global IPAC and Invesco’s proxy administration and governance team, compliance and legal teams regularlycommunicate andreview this Policy and the operating guidelines and procedures of each regional investment center to ensure that they remain consistent with clients’ best interests, regulatory requirements, governance trends and industry best practices.
Invesco maintains a proprietary global proxy administration platform, known as the “fund manager portal” and supported by the Head of Proxy Governance and a dedicated team of internal proxy specialists. The platform streamlines the proxy voting and ballot reconciliation processes, as well as related functions, such as share blocking and managing conflicts of interest issuers. Managing these processes internally, as opposed to relying on third parties, gives Invesco greater quality control, oversight and independence in the proxy administration process.
The platform also includes advanced global reporting and record-keeping capabilities regarding proxy matters that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, where applicable, is stored to build institutional knowledge across the Invesco complex with respect to individual companies and proxy issues. Certain investment teams also use the platform to access third-party proxy research.
In the great majority of instances, Invesco can vote proxies successfully. However, in certain circumstances Invesco may refrain from voting where the economic or other opportunity costs of voting exceeds any anticipated benefits of that proxy proposal. In addition, there may be instances in which Invesco is unable to vote all of its clients’ proxies despite using commercially reasonable efforts to do so. For example:
| | • | | Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting, to vote in line with management or to vote in accordance with proxy advisor recommendations. These matters are left to the discretion of the fund manager. |
| | • | | If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities. |
| | • | | In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (“share blocking”). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the client(s) of voting a specific proxy outweighs the client’s temporary inability to sell the security. |
| | • | | Some companies require a representative to attend meetings in person to vote a proxy. In such cases, Invesco may determine that the costs of sending a representative or signing apower-of-attorney outweigh the benefit of voting a particular proxy. |
| VIII. | Proxy Voting Guidelines |
The following guidelines describe Invesco’s general positions on various common proxy voting issues. This list is not intended to be exhaustive or prescriptive. As noted above, Invesco’s proxy process is investor-driven, and each fund manager retains ultimate discretion to vote proxies in the manner they deem most appropriate, consistent with Invesco’s proxy voting principles and philosophy discussed in Sections I through IV. Individual proxy votes therefore will differ from these guidelines from time to time.
Invesco generally affords management discretion with respect to the operation of a company’s business, and will generally support a board’s discretion on proposals relating to ordinary business practices and routine matters, unless there is insufficient information to decide about the nature of the proposal.
Invesco generally abstains from voting on or opposes proposals that are “bundled” or made contingent on each other (e.g., proposals to elect directors and approve compensation plans) where there is insufficient information to decide about the nature of the proposals.
A. Shareholder Access and Treatment of Shareholder Proposals – General
Invesco reviews on a case by case basis but generally votes in favor of proposals that would increase shareholders’ opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action, and proposals to promote the adoption of generally accepted best practices in corporate governance, provided that such proposals would not require a disproportionate amount of management attention or corporate resources or otherwise that may inappropriately disrupt the company’s business and main purpose, usually set out in their reporting disclosures and business model. Likewise, Invesco reviews on a case by case basis but generally votes for shareholder proposals that are designed to protect shareholder rights if a company’s corporate governance standards indicate that such additional protections are warranted (for example, where minority shareholders’ rights are not adequately protected).
B. Environmental, Social and Corporate Responsibility Issues
Invesco believes that a company’s long-term response to environmental, social and corporate responsibility issues can significantly affect its long-term shareholder value. We recognize that to manage a corporation effectively, directors and management may consider not only the interests of shareholders, but also the interests of employees, customers, suppliers, creditors and the local community, among others. While Invesco generally affords management discretion with respect to the operation of a company’s business, Invesco generally will evaluate proposals relating to environmental, social and corporate responsibility issues on a case by case basis and will vote on those proposals in a manner intended to maximize long-term shareholder value. Invesco may choose, however, to abstain on voting on proposals relating to environmental, social and corporate responsibility issues.
Invesco reviews on a case by case basis but generally supports the following proposals relating to these issues:
| | • | | Gender pay gap proposals |
| | • | | Political contributions disclosure/political lobbying disclosure/political activities and action |
| | • | | Data security, privacy, and internet issues |
| | • | | Report on climate change/climate change action |
| | • | | Gender diversity on public boards |
C. Capitalization Structure Issues
Invesco generally supports a board’s decisions about the need for additional capital stock to meet ongoing corporate needs, except where the request could adversely affect Invesco clients’ ownership stakes or voting rights. Some capitalization proposals, such as those to authorize common or preferred stock with special voting rights or to issue additional stock in connection with an acquisition, may require additional analysis. Invesco generally opposes proposals to issue additional stock without preemptive rights, as those issuances do not permit shareholders to share proportionately in any new issues of stock of the same class. Invesco generally opposes proposals to authorize classes of preferred stock with unspecified voting, conversion, dividend or other rights (“blank check” stock) when they appear to be intended as an anti-takeover mechanism; such issuances may be supported when used for general financing purposes.
Invesco generally supports a board’s proposal to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given the company’s industry and performance in terms of shareholder returns.
Invesco generally supports a board’s proposal to institute open-market share repurchase plans only if all shareholders participate on an equal basis.
D. Corporate Governance Issues
Invesco reviews on a case by case basis but generally supports the following proposals related to governance matters:
| | • | | Adopt proxy access right |
| | • | | Require independent board chairperson |
| | • | | Provide right to call special meetings |
| | • | | Provide right to act by written consent |
| | • | | Submit shareholder rights plan (poison pill) to shareholder vote |
| | • | | Reduce supermajority vote requirement |
| | • | | Remove antitakeover provisions |
| | • | | Declassify the board of directors |
| | • | | Require a majority vote for election of directors |
| | • | | Require majority of independent directors on the board |
| | • | | Approve executive appointment |
| | • | | Adopt exclusive forum provision |
Invesco generally supports a board’s discretion to amend a company’s articles concerning routine matters, such as formalities relating to shareholder meetings. Invesco generally opposesnon-routine amendments to a company’s articles if any of the proposed amendments would limit shareholders’ rights or there is insufficient information to decide about the nature of the proposal.
ii.Board of Directors
1. Director Nominees in Uncontested Elections
Subject to the other considerations described below, in an uncontested director election for a company without a controlling shareholder, Invesco generally votes in favor of the director slate if it is comprised of at least a majority of independent directors and if the board’s key committees are fully independent, effective and balanced. Key committees include the audit, compensation/remuneration and governance/nominating committees. Invesco’s standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.
2. Director Nominees in Contested Elections
Invesco recognizes that short-term investment sentiments influence the corporate governance landscape and may influence companies in Invesco clients’ portfolios and more broadly across the market. Invesco recognizes that short-term investment sentiment may conflict with long-term value creation and as such looks at each proxy contest matter on a case by case basis, considering factors such as:
| | • | | Long-term financial performance of the company relative to its industry, |
| | • | | Management’s track record, |
| | • | | Background to the proxy contest, |
| | • | | Qualifications of director nominees (both slates), |
| | • | | Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and |
| | • | | Stock ownership positions in the company. |
3. Director Accountability
Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders. Examples include, without limitation, poor attendance (less than 75%, absent extenuating circumstances) at meetings, director “overboarding” (as described below), failing to implement shareholder proposals that have received a majority of votes and/or by adopting or approving egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (“poison pills”) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a company’s directors. Invesco generally supports shareholder proposals relating to the competence of directors that are in the best interest of the company’s performance and the interest of its shareholders. In situations where directors’ performance is a concern, Invesco may also support shareholder proposals to take corrective actions such asso-called “clawback” provisions.
Invesco generally withholds votes from directors who serve on an excessive number of boards of directors (“overboarding”). Examples of overboarding may include when (i) anon-executive director is sitting on more than six public company boards, and (ii) a CEO is sitting on the board of more than two public companies besides the CEO’s own company, excluding the boards of majority-owned subsidiaries of the parent company.
4. Director Independence
Invesco generally supports proposals to require a majority of directors to be independent unless particular circumstances make this not feasible or in the best interests of shareholders. We generally vote for proposals that would require the board’s audit, compensation/remuneration, and/or governance/nominating committees to be composed exclusively of independent directors since this minimizes the potential for conflicts of interest.
5. Director Indemnification
Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs. As a result, reasonable limitations on directors’ liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event of misconduct by directors. Accordingly, unless there is insufficient information to make a decision about the nature of the proposal, Invesco will generally support a board’s discretion regarding proposals to limit directors’ liability and provide indemnification and/or exculpation, provided that the arrangements
are limited to the director acting honestly and in good faith with a view to the best interests of the company and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.
6. Separate Chairperson and CEO
Invesco evaluates these proposals on a case by case basis, recognizing that good governance requires either an independent chair or a qualified, proactive, and lead independent director.
Voting decisions may consider, among other factors, the presence or absence of:
| | • | | a designated lead director, appointed from the ranks of the independent board members, with an established term of office and clearly delineated powers and duties; |
| | • | | a majority of independent directors; |
| | • | | completely independent key committees; |
| | • | | committee chairpersons nominated by the independent directors; |
| | • | | CEO performance reviewed annually by a committee of independent directors; and |
| | • | | established governance guidelines. |
7. Majority/Supermajority/Cumulative Voting for Directors
The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco generally votes in favor of proposals to elect directors by a majority vote. Except in cases where required by law in the jurisdiction of incorporation or when a company has adopted formal governance principles that present a meaningful alternative to the majority voting standard, Invesco generally votes against actions that would impose any supermajority voting requirement, and generally supports actions to dismantle existing supermajority requirements.
The practice of cumulative voting can enable minority shareholders to have representation on a company’s board. Invesco generally opposes such proposals as unnecessary where the company has adopted a majority voting standard. However, Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.
8. Staggered Boards/Annual Election of Directors
Invesco generally supports proposals to elect each director annually rather than electing directors to staggered multi-year terms because annual elections increase a board’s level of accountability to its shareholders.
9. Board Size
Invesco believes that the number of directors is an important factor to consider when evaluating the board’s ability to maximize long-term shareholder value. Invesco approaches proxies relating to
board size on a case by case basis but generally will defer to the board with respect to determining the optimal number of board members, provided that the proposed board size is sufficiently large to represent shareholder interests and sufficiently limited to remain effective.
10. Director Term Limits and Retirement Age
Invesco believes it is important for a board of directors to examine its membership regularly with a view to ensuring that the company continues to benefit from a diversity of director viewpoints and experience. We generally believe that an individual board’s nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these goals and, if so, the nature of such limits. Invesco generally opposes proposals to limit the tenure of outside directors through mandatory retirement ages.
| | iii. | Audit Committees and Auditors |
1. Qualifications of Audit Committee and Auditors
Invesco believes a company’s Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company’s internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company’s Audit Committee, or when ratifying a company’s auditors, Invesco considers the past performance of the Audit Committee and holds its members accountable for the quality of the company’s financial statements and reports.
2. Auditor Indemnifications
A company’s independent auditors play a critical role in ensuring and attesting to the integrity of the company’s financial statements. It is therefore essential that they perform their work in accordance with the highest standards. Invesco generally opposes proposals that would limit the liability of or indemnify auditors because doing so could serve to undermine this obligation.
3. Adequate Disclosure of Auditor Fees
Understanding the fees earned by the auditors is important for assessing auditor independence. Invesco’s support for there-appointment of the auditors will take into consideration the availability of adequate disclosure concerning the amount and nature of audit versusnon-audit fees. Invesco generally willsupport proposals that call for this disclosure if it is not already being made.
E. Remuneration and Incentives
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the client’s investment.
| | i. | Independent Compensation/Remuneration Committee |
Invesco believes that an independent, experienced and well-informed compensation/remuneration committee is critical to ensuring that a company’s remuneration practices align with shareholders’
interests and, therefore, generally supports proposals calling for a compensation/remuneration committee to be comprised solely of independent directors.
| | ii. | Advisory Votes on Executive Compensation |
Invesco believes that an independent compensation/remuneration committee of the board, with input from management, is generally best positioned to determine the appropriate components and levels of executive compensation, as well as the appropriate frequency of related shareholder advisory votes. This is particularly the case where shareholders can express their views on remuneration matters through annual votes for or against the election of the individual directors who comprise the compensation/remuneration committee. Invesco, therefore, generally will support management’s recommendations regarding the components and levels of executive compensation and the frequency of shareholder advisory votes on executive compensation. However, Invesco will vote against such recommendations where Invesco determines that a company’s executive remuneration policies are not properly aligned with shareholder interests or may create inappropriate incentives for management.
| | iii. | Equity Based Compensation Plans |
Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include, without limitation, the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock’s current market price, or the ability to replenish shares automatically without shareholder approval.
| | iv. | Severance Arrangements |
Invesco considers proposed severance arrangements (sometimes known as “golden parachute” arrangements) on acase-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, may be in shareholders’ best interests as a method of attracting and retaining high quality executive talent. Invesco generally votes in favor of proposals requiring advisory shareholder ratification of senior executives’ severance agreements while generally opposing proposals that require such agreements to be ratified by shareholders in advance of their adoption.
Invesco generally supports so called “claw back” policies intended to recoup remuneration paid to senior executives based upon materially inaccurate financial reporting (as evidenced by later restatements) or fraudulent accounting or business practices.
| | vi. | Employee Stock Purchase Plans |
Invesco generally supports employee stock purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock represents a reasonable discount from the market price.
F. Anti-Takeover Defenses
Measures designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they have the potential to create conflicts of interests among directors, management and shareholders. Such measures include adopting or renewing shareholder rights plans (“poison pills”), requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. In determining whether to support a proposal to add, eliminate or restrict anti-takeover measures, Invesco will examine the elements of the proposal to assess the degree to which it would adversely affect shareholder rights of adopted. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote, as well as the following proposals:
| | • | | Provide right to act by written consent |
| | • | | Provide right to call special meetings |
| | • | | Adopt fair price provision |
| | • | | Approve control share acquisition |
Invesco generally opposes payments by companies to minority shareholders intended to dissuade such shareholders from pursuing a takeover or another change (sometimes known as “greenmail”) because these payments result in preferential treatment of some shareholders over others.
Companies occasionally require shareholder approval to engage in certain corporate actions or transactions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. Invesco generally determines its votes for these types of corporate actions after a careful evaluation of the proposal. Generally, Invesco will support proposals to approve different types of restructurings that provide the necessary financing to save the company from involuntary bankruptcy. However, Invesco will generally oppose proposals to change a company’s corporate form or to “go dark” (i.e., going private transactions) without shareholder approval.
Reincorporation involvesre-establishing the company in a different legal jurisdiction. Invesco generally will votefor proposals to reincorporate a company if the board and management have demonstrated sound financial or business reasons for the move. Invesco generally will oppose proposals to reincorporate if they are solely part of an anti-takeover defense or intended to limit directors’ liability.
Invesco will generally support proposals that ask the board to considernon-shareholder constituencies or othernon-financial effects when evaluating a merger or business combination.
PROXY VOTING GUIDELINES
| | |
| Applicable to | | All Advisory Clients, including the Invesco Funds |
| |
| Risk Addressed by the Guidelines | | Breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco’s interests ahead of client’s best interests in voting proxies |
| |
| Relevant Law and Other Sources | | U.S. Investment Advisers Act of 1940, as amended |
| |
Last ☒Reviewed ☒Revised by Compliance for Accuracy | | April 19, 2016 |
| |
| Guideline Owner | | U.S. Compliance and Legal |
| |
| Policy Approver | | Invesco Advisers, Inc., Invesco Funds Board |
| |
| Approved/Adopted Date | | May3-4, 2016 |
The following guidelines apply to all institutional and retail funds and accounts that have explicitly authorized Invesco Advisers, Inc. (“Invesco”) to vote proxies associated with securities held on their behalf (collectively, “Clients”).
A. INTRODUCTION
Invesco Ltd. (“IVZ”), the ultimate parent company of Invesco, has adopted a global policy statement on corporate governance and proxy voting (the “Invesco Global Proxy Policy”). The policy describes IVZ’s views on governance matters and the proxy administration and governance approach. Invesco votes proxies by using the framework and procedures set forth in the Invesco Global Proxy Policy, while maintaining the Invesco-specific guidelines described below.
B. PROXY VOTING OVERSIGHT: THE MUTUAL FUNDS’ BOARD OF TRUSTEES
In addition to the Global Invesco Proxy Advisory Committee, the Invesco mutual funds’ board of trustees provides oversight of the proxy process through quarterly reporting and an annualin-person presentation by Invesco’s Global Head of Proxy Governance and Responsible Investment.
C. USE OF THIRD PARTY PROXY ADVISORY SERVICES
Invesco has direct access tothird-party proxy advisory analyses and recommendations (currently provided by Glass Lewis (“GL”) and Institutional Shareholder Services, Inc. (“ISS”)), among other research tools, and uses the information gleaned from those sources to make independent voting decisions.
Invesco’s proxy administration team performs extensive initial and ongoing due diligence on the proxy advisory firms that it engages. When deemed appropriate, representatives from the proxy advisory firms are asked to deliver updates directly to the mutual funds’ board of trustees. Invesco conducts semi-annual, in-person policy roundtables with key heads of research from ISS and GL to ensure transparency, dialogue and engagement with the firms. These meetings provide Invesco with an opportunity to assess the firms’ capabilities, conflicts of interest and service levels, as well as provide investment professionals with direct insight into the advisory firms’ stances on key governance and proxy topics and their policy framework/methodologies. Invesco’s proxy administration team also reviews the annual SSAE 16 reports for, and the periodic proxy guideline updates published by, each proxy advisory firm to ensure that their guidelines remain consistent with Invesco’s policies and procedures. Furthermore, each proxy advisory firm completes an annual due diligence questionnaire submitted by Invesco, and Invesco conducts on-site due diligence at each firm, in part to discuss their responses to the questionnaire.
If Invesco becomes aware of any material inaccuracies in the information provided by ISS or GL, Invesco’s proxy administration team will investigate the matter to determine the cause, evaluate the adequacy of the proxy advisory firm’s control structure and assess the efficacy of the measures instituted to prevent further errors.
ISS and GL provide updates to previously issued proxy reports when necessary to incorporate newly available information or to correct factual errors. ISS also has a Feedback Review Board, which provides a mechanism for stakeholders to communicate with ISS about issues related to proxy voting and policy formulation, research, and the accuracy of data contained in ISS reports.
D. PROXY VOTING GUIDELINES
The following guidelines describe Invesco’s general positions on various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. Invesco’s proxy process is investor-driven, and each portfolio manager retains ultimate discretion to vote proxies in the manner that he or she deems to be the most appropriate, consistent with the proxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. Individual proxy votes therefore will differ from these guidelines from time to time.
I. Corporate Governance
Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. Invesco endeavors to vote the proxies of companies in a manner that will reinforce the notion of a board’s accountability. Consequently, Invesco generally votes against any actions that would impair the rights of shareholders or would reduce shareholders’ influence over the board.
The following are specific voting issues that illustrate how Invesco applies this principle of accountability.
Elections of directors
In uncontested director elections for companies that do not have a controlling shareholder, Invesco generally votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards’ key committees are fully independent. Key committees include the audit, compensation and governance or nominating Committees. Invesco’s standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve. Contested director elections are evaluated on a case-by-case basis.
Director performance
Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by adopting or approving egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (“poison pills”) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a company’s directors. In situations where directors’ performance is a concern, Invesco may also support shareholder proposals to take corrective actions, such as so-called “clawback” provisions.
Auditors and Audit Committee members
Invesco believes a company’s audit committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company’s internal controls. Independence, experience and financial expertise are critical elements of a well-functioning audit committee. When electing directors who are members of a company’s audit committee, or when ratifying a company’s auditors, Invesco considers the past performance of the committee and holds its members accountable for the quality of the company’s financial statements and reports.
Majority standard in director elections
The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco supports the nascent effort to reform the U.S. convention of electing directors, and generally votes in favor of proposals to elect directors by a majority vote.
Staggered Boards/Annual Election of Directors
Invesco generally supports proposals to elect each director annually rather than electing directors to staggered multi-year terms because annual elections increase a board’s level of accountability to its shareholders.
Supermajority voting requirements
Unless required by law in the state of incorporation, Invesco generally votes against actions that would impose any supermajority voting requirement, and generally supports actions to dismantle existing supermajority requirements.
Responsiveness of Directors
Invesco generally withholds votes for directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year.
Cumulative voting
The practice of cumulative voting can enable minority shareholders to have representation on a company’s board. Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.
Proxy access
Invesco generally supports shareholders’ nominations of directors in the proxy statement and ballot because it increases the accountability of the board to shareholders. Invesco will generally consider the proposed minimum period of ownership (e.g., three years), minimum ownership percentage (e.g., three percent), limitations on a proponent’s ability to aggregate holdings with other shareholders and the maximum percentage of directors who can be nominated when determining how to vote on proxy access proposals.
Shareholder access
On business matters with potential financial consequences, Invesco generally votes in favor of proposals that would increase shareholders’ opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance. Furthermore, Invesco generally votes for shareholder proposals that are designed to protect shareholder rights if a company’s corporate governance standards indicate that such additional protections are warranted.
Exclusive Forum
Invesco generally supports proposals that would designate a specific jurisdiction in company bylaws as the exclusive venue for certain types of shareholder lawsuits in order to reduce costs arising out of multijurisdictional litigation.
II. Compensation and Incentives
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the Client’s investment.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
Executive compensation
Invesco evaluates executive compensation plans within the context of the company’s performance under the executives’ tenure. Invesco believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. Invesco views the election of independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company’s compensation practices. Therefore, Invesco generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee’s accountability to shareholders, Invesco generally supports proposals requesting that companies subject each year’s compensation record to an advisory shareholder vote, or so-called “say on pay” proposals.
Equity-based compensation plans
Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock’s current market price, or the ability automatically to replenish shares without shareholder approval.
Employee stock-purchase plans
Invesco generally supports employeestock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price.
Severance agreements
Invesco generally votes in favor of proposals requiring advisory shareholder ratification of executives’ severance agreements. However, Invesco generally opposes proposals requiring such agreements to be ratified by shareholders in advance of their adoption. Given the vast differences that may occur in these agreements, some severance agreements are evaluated on an individual basis.
III. Capitalization
Examples of management proposals related to a company’s capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco analyzes the company’s stated reasons for the request. Except where the request could adversely affect the Client’s ownership stake or voting rights, Invesco generally supports a board’s decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.
IV. Mergers, Acquisitions and Other Corporate Actions
Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations and the votes for these types of corporate actions are generally determined on a case-by-case basis.
V. Anti-Takeover Measures
Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they potentially create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco generally votes to reduce or eliminate such measures. These measures include adopting or renewing “poison pills”, requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.
VI. Environmental, Social and Corporate Responsibility Issues
Invesco believes that a company’s response to environmental, social and corporate responsibility issues and the risks attendant to them can have a significant effect on itslong-term shareholder value. Invesco recognizes that to manage a corporation effectively, directors and management must consider not only the interest of shareholders, but also the interests of employees, customers, suppliers and creditors, among others. While Invesco generally affords management discretion with respect to the operation of a company’s business, Invesco will evaluate such proposals on a case-by-case basis and will vote proposals relating to these issues in a manner intended to maximizelong-term shareholder value.
VII. Routine Business Matters
Routine business matters rarely have the potential to have a material effect on the economic prospects of Clients’ holdings, so Invesco generally supports a board’s discretion on these items. However, Invesco generally votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco generally votes against proposals to conduct other unidentified business at shareholder meetings.
D. EXCEPTIONS
Client Maintains Right to Vote Proxies
In the case of institutional or sub-advised Clients, Invesco will vote the proxies in accordance with these guidelines and the Invesco Global Proxy Policy, unless the Client retains in writing the right to vote or the named fiduciary of a Client (e.g., the plan sponsor of an ERISA Client) retains in writing the right to direct the plan trustee or a third party to vote proxies.
Voting for Certain Investment Strategies
For cash sweep investment vehicles selected by a Client but for which Invesco has proxy voting authority over the account and where no other Client holds the same securities, Invesco will vote proxies based on ISS recommendations.
Funds of Funds
Some Invesco Funds offering diversified asset allocation within one investment vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because Invesco’s asset-allocation funds ortarget-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.
F. POLICIES AND VOTE DISCLOSURE
A copy of these guidelines, the Invesco Global Proxy Policy and the voting record of each Invesco Retail Fund are available on Invesco’s web site,www.invesco.com. In accordance with Securities and Exchange Commission regulations, all Invesco Funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year. In the case of institutional and sub-advised Clients, Clients may contact their client service representative to request information about how Invesco voted proxies on their behalf. Absent specific contractual guidelines, such requests may be made on a semi-annual basis.
| ITEM 8. | PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT COMPANIES. |
As of February 28, 2019, the following individuals are jointly and primarily responsible for theday-to-day management of the Fund:
| | • | | Scott Baskind, Portfolio Manager, who has been responsible for the Trust since 2013 and has been associated with Invesco Senior Secured and/or its affiliates since 1999. |
| | • | | Thomas Ewald, Portfolio Manager, who has been responsible for the Trust since 2010 and has been associated with Invesco Senior Secured and/or its affiliates since 2000. |
| | • | | Philip Yarrow, Portfolio Manager, who has been responsible for the Trust (or the predecessor Trust) since 2007 and has been associated with Invesco Senior Secured and/or its affiliates since 2010. |
Investments
The following information is as of February 28, 2019 (unless otherwise noted):
| | | | | | |
Portfolio Manager | | Dollar Range of
Investments in the Fund | | Dollar Range of
Investments in Invesco
Pooled Investment
Vehicles with the Same or
Similar Objectives and
Strategies as the Fund | | Dollar Range of
Investments in All Invesco
Funds and Invesco Pooled
Investment Vehicles |
| Invesco Senior Loan Fund |
Scott Baskind | | $10,001 - $50,000 | | N/A | | Over $1,000,000 |
Thomas Ewald | | $10,001 - $50,000 | | N/A | | Over $1,000,000 |
Philip Yarrow | | $10,001 - $50,000 | | N/A | | $500,001 - $1,000,000 |
Assets Managed
The following information is as of February 28, 2019 (unless otherwise noted):
| | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Manager | | Other Registered Investment
Companies Managed | | | Other Pooled Investment
Vehicles Managed | | | Other
Accounts Managed | |
| | Number
of
Accounts | | | Assets
(in millions) | | | Number
of
Accounts | | | Assets
(in millions) | | | Number
of
Accounts | | | Assets
(in millions) | |
| Invesco Senior Loan Fund | |
Scott Baskind | | | 5 | | | $ | 10,456.1 | | | | 4 | | | $ | 8,200.5 | | | | 25 | | | $ | 10,888.7 | |
Thomas Ewald | | | 3 | | | $ | 3,527.7 | | | | 4 | | | $ | 8,200.5 | | | | None | | | | None | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Manager | | Other Registered Investment
Companies Managed | | | Other Pooled Investment
Vehicles Managed | | | Other
Accounts Managed | |
| | Number
of
Accounts | | | Assets
(in millions) | | | Number
of
Accounts | | | Assets
(in millions) | | | Number
of
Accounts | | | Assets
(in millions) | |
Philip Yarrow | | | 4 | | | $ | 4,871.4 | | | | 4 | | | $ | 8,200.5 | | | | None | | | | None | |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager hasday-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
| | • | | The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and eachSub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds. |
| | • | | If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, eachSub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts. |
| | • | | The Adviser and eachSub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts assub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and eachSub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved. |
| | • | | Finally, the appearance of a conflict of interest may arise where the Adviser orSub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager hasday-to-day management responsibilities. None of the Invesco Fund accounts managed has a performance fee. |
The Adviser, eachSub-Adviser, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Description of Compensation Structure
For the Adviser and each affiliatedSub-Adviser
The Adviser and eachSub-Adviser seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive cash bonus opportunity and a deferred compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and eachSub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the following three elements:
Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Adviser and eachSub-Adviser’s intention is to be competitive in light of the particular portfolio manager’s experience and responsibilities.
Annual Bonus. The portfolio managers are eligible, along with other employees of the Adviser and eachSub-Adviser, to participate in a discretionaryyear-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the firm-wide bonus pool based upon progress against strategic objectives and annual operating plan, including investment performance and financial results. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) andnon-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio manager’s compensation is linked to thepre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.
Table 1
| | |
Sub-Adviser | | Performance time period1 |
Invesco2 Invesco Deutschland Invesco Hong Kong2 Invesco Asset Management Invesco India Invesco Real Estate Securities Division2 | | One-, Three- and Five-year performance against Fund peer group |
| |
Invesco Senior Secured2,3 Invesco Capital2,4 | | Not applicable |
| |
| Invesco Canada2 | | One-year performance against Fund peer group Three- and Five-year performance against entire universe of Canadian funds |
| |
| Invesco Japan5 | | One-, Three- and Five-year performance |
High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
With respect to Invesco Capital, there is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.
Deferred / Long Term Compensation. Portfolio managers may be granted a deferred compensation award based on a firm-wide bonus pool approved by the Compensation Committee of Invesco Ltd. Deferred compensation awards may take the form of annual deferral awards or long-term equity awards. Annual deferral awards may be granted as an annual stock deferral award or an annual fund deferral award. Annual stock deferral awards are settled in Invesco Ltd. common shares. Annual fund deferral awards are notionally invested in certain Invesco Funds selected by the Portfolio Manager and are settled in cash. Long-term equity awards are settled in Invesco Ltd. common shares. Both annual deferral awards and long-term equity awards have a four-year ratable vesting
| 1 | Rolling time periods based on calendaryear-end. |
| 2 | Portfolio Managers may be granted an annual deferral award that vests on apro-rata basis over a four year period. |
| 3 | Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance. |
| 4 | Portfolio Managers for Invesco Capital base their bonus on Invesco results as well as overall performance of Invesco Capital. |
| 5 | Portfolio Managers for Invesco Pacific Growth Fund’s compensation is based on theone-, three- and five-year performance against the appropriate Micropol benchmark. |
schedule. The vesting period aligns the interests of the Portfolio Managers with the long-term interests of clients and shareholders and encourages retention.
Retirement and health and welfare arrangements.Portfolio managers are eligible to participate in retirement and health and welfare plans and programs that are available generally to all employees.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BYCLOSED-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 April 15, 2019, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of April 15, 2019, the Registrant’s disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on FormN-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 Rule30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
| ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
| | |
| 13(a) (1) | | Code of Ethics. |
| |
| 13(a) (2) | | Certifications of principal executive officer and principal financial officer as required by Rule30a-2(a) under the Investment Company Act of 1940. |
| |
| 13(a) (3) | | Not applicable. |
| |
| 13(a) (4) | | Not applicable. |
| |
| 13(b) | | Certifications of principal executive officer and principal financial officer as required by Rule30a-2(b) under the Investment Company Act of 1940. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant: Invesco Senior Loan Fund
| | |
| By: | | /s/ Sheri Morris |
| | Sheri Morris |
| | Principal Executive Officer |
| |
| Date: | | May 9, 2019 |
Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | |
| By: | | /s/ Sheri Morris |
| | Sheri Morris |
| | Principal Executive Officer |
| |
| Date: | | May 9, 2019 |
| |
| By: | | /s/ Kelli Gallegos |
| | Kelli Gallegos |
| | Principal Financial Officer |
| |
| Date: | | May 9, 2019 |
EXHIBIT INDEX
| | |
| |
| 13(a) (1) | | Code of Ethics. |
| |
| 13(a) (2) | | Certifications of principal executive officer and principal financial officer as required by Rule30a-2(a) under the Investment Company Act of 1940. |
| |
| 13(a) (3) | | Not applicable. |
| |
| 13(a) (4) | | Not applicable. |
