N-CSR 1 d793691dncsr.htm N-CSR N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number      811-06463                                                                                                                       

 

AIM International Mutual Funds (Invesco International Mutual Funds)
(Exact name of registrant as specified in charter)
11 Greenway Plaza, Suite 1000    Houston, Texas 77046
(Address of principal executive offices)    (Zip code)
Sheri Morris    11 Greenway Plaza, Suite 1000 Houston, Texas 77046
(Name and address of agent for service)

 

Registrant’s telephone number, including area code:                   (713) 626-1919            

Date of fiscal year end:           August 31                    

Date of reporting period:           08/31/19                      


Item 1. Reports to Stockholders.


LOGO  

    

 

Annual Report                                                                                                                                                        8/31/2019

 

 
   

 

 

Invesco

Oppenheimer

International Small-

Mid Company Fund*

 

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

 

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

 

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

 

*Prior to the close of business on May 24, 2019, the Fund’s name was Oppenheimer International Small-Mid Company Fund. See Important Update on the following page for more information.

 


Important Update

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


Table of Contents

 

Fund Performance Discussion      5  
Top Holdings and Allocations      8  
Fund Expenses      11  
Schedule of Investments      14  
Statement of Assets and Liabilities      20  
Statement of Operations      22  
Statement of Changes in Net Assets      24  
Financial Highlights      25  
Notes to Financial Statements      31  
Report of Independent Registered Public Accounting Firm      45  
Independent Registered Public Accounting Firm      47  
Federal Income Tax Information      48  
Approval of Investment Advisory and Sub-Advisory Contracts      49  
Portfolio Proxy Voting Policies and Guidelines; Updates to Schedule of Investments      54  
Shareholder Proxy      55  
Trustees and Officers      56  
Invesco’s Privacy Notice      70  
 

 

 

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 8/31/19

 

    

 

                        Class A Shares of the Fund                         

         
    

 

    Without Sales Charge    

 

  

 

    With Sales Charge    

  

    MSCI ACWI Ex USA    

SMID Net Index

 

  

    MSCI ACWI Ex USA    

Small Cap Net Index

 

1-Year    -6.21%    -11.36%    -7.40%    -9.01%
5-Year    9.37       8.14    2.25      2.28  
10-Year    13.84         13.20      6.04      6.52  

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

 

3      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


prospectus and summary prospectus for more information on share classes, sales charges and new fee agreements, if any. Fund literature is available at invesco.com.

 

4      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Fund Performance Discussion

The Fund’s Class A shares (without sales charge) declined in value 6.21% during the one-year period ended August 31, 2019. The Fund outperformed its benchmark, the MSCI ACWI ex-USA SMID Net Index (the “Index”), which fell 7.40% over the same period. Over the longer term, the Fund’s Class A shares (without sales charge) produced 3-, 5- and 10-year returns of 11.30%, 9.37% and 13.84% for the periods ended August 31, 2019, respectively. The Index returned 4.80%, 2.25% and 6.04%, respectively, over those same periods.

PORTFOLIO REVIEW

Sector Analysis

The portfolio outperformed the benchmark the most during the reporting period in the Health Care, Information Technology and Industrials sectors due to the strength of our stock selection. The portfolio continues to have its highest exposure to the Health Care and Information Technology sectors. When looking for companies in which to invest, we seek innovation and intellectual property,

which we believe can lead to superior long-term returns. We find many such companies within those sectors.

Over the reporting period, the portfolio held little to no investment in the Energy, Materials, Real Estate and Utilities sectors. This is usual for us, given the generally commoditized nature of the Energy and Materials sectors and the bond-like characteristics of most Real Estate and

 

 

 

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

 

 

LOGO

 

5      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Utilities company stocks. During the period, the portfolio underperformed the benchmark the most in the Consumer Discretionary sector, due to our stock selection within it, and in the Real Estate and Utilities sectors due to our underweight position relative to the benchmark.

Individual Holdings

Top performing contributors to performance this reporting period included Nice Ltd., SolarEdge Technologies, Inc. and ASM International N.V.

Nice Ltd. provides call center software to businesses, increasingly through the cloud-based software as a service model. During the quarter, the company announced revenue growth near the top of their earlier guidance forecasts and the share price reacted favorably.

SolarEdge Technologies, Inc. makes the inverters necessary to convert the direct current produced by solar panels into the alternating current needed to power most homes, offices and appliances, and to transmit electricity over long distances. SolarEdge is currently one of the leaders in what we see as a fast-growing market.

ASM International N.V. supplies to semiconductor manufacturers the equipment they need for layering the materials that make the chips. The thinness of layering is the paramount issue because that allows semi-conductor chips to become smaller and

more complex. ASMI leads the industry in this: as of the date of this report, only ASMI machines are capable of layering material to the depth of only one atom. In our opinion, ASMI can sustain its dominance of this niche in a growing market.

Detractors from performance this reporting period included Aston Martin Lagonda Global Holdings Plc, Nektar Therapeutics and LivaNova PLC.

Aston Martin Lagonda Global Holdings Plc came public early in October for the first time in its 105-year history. The brand, made famous in James Bond films, is a unique asset. We believe that its brand and heritage are hard to impossible to replicate. We like exclusivity like that in any brand offering. However, in the midst of a weakening stock market, and much Brexit worry, the stock sold off right after it listed, and we bought behind the IPO flop. It has remained weak but nonetheless we believe the business has significant potential.

Nektar Therapeutics is a biotech company that uses a technology called PEGylation to improve the delivery and efficacy of a variety of medicines. We have known the company for many years. During the period, Nektar announced that, because of a manufacturing problem with one of its drugs, some of the patients in the trial for that drug were given a placebo, and the stock dropped significantly on the news. The manufacturing and quality control process have been fixed, the FDA has designated the drug for fast track approval,

 

 

6      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


and new trials are underway. We continue to view positively the outlook for this drug and others in Nektar’s pipeline.

LivaNova PLC is a bioengineering company focused on heart and neurological diseases. During the quarter, the US Medicaid Regulator requested further clinical trials for Livanova’s solution for a particular type of depression. The stock fell on investor disappointment. We remain positive on the outlook for Livanova’s pipeline.

FUND UPDATE

In May of this year, OppenheimerFunds was acquired by Invesco Ltd., a larger asset management firm. There are no changes to the portfolio investment team or to our portfolio’s investment process as a result of this acquisition. We continue to manage the Fund in keeping with the investment philosophy of the former Oppenheimer, now Invesco, Global Equity Team. The focus is on buying and holding strongly growing, high quality businesses that are benefitting from transformational trends within the world economy. Major investment themes within the portfolio continue to be the development of molecular diagnostics and therapies, new generation medical devices, the adoption of e-commerce, high tech logistics, industrial automation, the deepening integration of technology into our daily lives, and the trend toward solar energy. We are biased against commoditized industries, whose pricing power is limited; as growth-oriented investors, we have little interest in industries with bond-like

return characteristics. The bulk of the portfolio continues to be invested in the Health Care, Information Technology, Industrials, Consumer Discretionary, and Consumer Staples sectors, and to have little investment in Energy, Materials, Real Estate or Utilities. We continue to manage a well-diversified portfolio of what we see as high-quality businesses with the potential to create long-term wealth for our shareholders.

We thank you for the trust you have placed in us by investing with us.

 

 

7      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Nice Ltd., Sponsored ADR     4.6
Carl Zeiss Meditec AG     3.0  
Obic Co. Ltd.     2.5  
Nektar Therapeutics, Cl. A     2.1  
ASM International NV     2.0  
SolarEdge Technologies, Inc.     2.0  
Ossur HF     2.0  
Tecan Group AG     1.9  
Ocado Group plc     1.7  
CAE, Inc.     1.7  

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

 

TOP TEN GEOGRAPHICAL HOLDINGS

 

Japan     22.2
United Kingdom     18.5  
Germany     11.0  
United States     9.1  
Switzerland     6.9  
Israel     5.4  
Netherlands     4.1  
Canada     3.2  
Denmark     2.8  
Sweden     2.5  

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

 

 

REGIONAL ALLOCATION

 

 

LOGO

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

 

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

 

8      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 8/31/19

 

    Inception
Date
          1-Year     5-Year     10-Year  
Class A (OSMAX)     11/17/97               -6.21     9.37     13.84 %     
Class C (OSMCX)     11/17/97               -6.91       8.54       12.99  
Class R (OSMNX)     3/1/01               -6.44       9.10       13.52  
Class Y (OSMYX)     9/7/05               -5.98       9.63       14.20  
Class R5(INSLX)     5/24/19               -6.13       9.39       13.85  
Class R6 (OSCIX)     12/29/11               -5.82       9.83       15.47 2 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 8/31/19

 

    Inception
Date
          1-Year     5-Year     10-Year  
Class A (OSMAX)     11/17/97               -11.36     8.14     13.20 %     
Class C (OSMCX)     11/17/97               -7.75       8.54       12.99  
Class R (OSMNX)     3/1/01               -6.44       9.10       13.52  
Class Y (OSMYX)     9/7/05               -5.98       9.63       14.20  
Class R5(INSLX)     5/24/19               -6.13       9.39       13.85  
Class R6 (OSCIX)     12/29/11               -5.82       9.83       15.47 2 

1. Class R5 shares’ performance shown prior to the inception date is that of the predecessor fund’s Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements.

2. Shows performance since inception.

Performance quoted is past performance and cannot guarantee comparable future results; current performance may be lower or higher. Visit invesco.com for the most recent month-end performance. Performance figures reflect reinvested distributions and changes in net asset value (NAV). Investment return and principal value will vary so that you may have a gain or a loss when you sell shares. Performance shown at NAV does not include the applicable front-end sales charge, which would have reduced the performance. The current maximum initial sales charge for Class A shares is 5.50%, and the contingent deferred sales charge for Class C shares is 1% for the 1-year period. Class R, Class Y, Class R5 and Class R6 shares have no sales charge; therefore, performance is at NAV. Effective after the close of business on May 24, 2019, Class A, Class C, Class R, Class Y, and Class I shares of the predecessor fund were reorganized into Class A, Class C, Class R, Class Y, and Class R6 shares, respectively, of the Fund. Class R5 shares’ performance shown prior to the inception date is that of the predecessor fund’s Class A shares at NAV and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. Returns shown for Class A, Class C, Class R, Class Y, Class R5, and Class R6 shares are blended returns of the predecessor fund and the Fund. Share class returns will differ from those of the predecessor fund because of different expenses. See Fund prospectuses and summary prospectuses for more information on share classes, sales charges and new fee agreements, if any. Fund literature is available at invesco.com.

 

9      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


The Fund’s performance is compared to the MSCI ACWI ex USA SMID Net Index and the MSCI ACWI ex USA Small Cap Net Index. The MSCI ACWI ex USA SMID Net Index is designed to measure the equity market performance of small- and mid-cap developed and emerging markets, excluding the United States. The MSCI ACWI ex USA Small Cap Net Index is designed to measure the equity market performance of small capitalization developed and emerging markets, excluding the United States. The indices unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

Before investing, investors should carefully read the prospectus and/or summary prospectus and carefully consider the investment objectives, risks, charges and expenses. For this and more complete information about the fund(s), investors should ask their advisors for a prospectus/summary prospectus or visit invesco.com/fundprospectus.

Shares of Invesco funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

 

10      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended August 31, 2019.

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

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

 

11      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Actual   Beginning
Account
Value
March 1, 2019
   

Ending
Account

Value
August 31, 2019

   

Expenses

Paid During
6 Months Ended            
August 31, 20191,2

 

Class A

    $     1,000.00          $     1,009.20            $     6.81                  

Class C

    1,000.00          1,005.30            10.67                  

Class R

    1,000.00          1,008.10            8.08                  

Class Y

    1,000.00          1,010.30            5.54                  

Class R5

    1,000.00          1,010.00            2.73                  

Class R6

    1,000.00          1,011.20            4.83                  

Hypothetical    

(5% return before expenses)    

 

 

 

Class A

    1,000.00          1,018.45            6.84                  

Class C

    1,000.00          1,014.62            10.72                  

Class R

    1,000.00          1,017.19            8.12                  

Class Y

    1,000.00          1,019.71            5.56                  

Class R5

    1,000.00          1,020.16            5.10                  

Class R6

    1,000.00          1,020.42            4.85                  

1. Actual expenses paid for Class A, C, R, Y, and R6 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Actual expenses paid for Class R5 are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 99/365 to reflect the period from after the close of business on May 24, 2019 (inception of offering) to August 31, 2019.

2. Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

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

Class      Expense Ratios  

Class A

     1.34 %     

Class C

     2.10  

Class R

     1.59  

Class Y

     1.09  

Class R5

     1.00  

Class R6

     0.95  

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the

 

12      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

 

13      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


SCHEDULE OF INVESTMENTS August 31, 2019

 

      Shares                          Value  
Common Stocks—97.6%                  
Consumer Discretionary—10.9%

 

        
Automobiles—0.7%      
Aston Martin      
Lagonda Global      
Holdings plc1,2     

 

10,000,000

 

 

 

   $

 

58,540,453

 

 

 

Entertainment—1.1%      
Entertainment One Ltd.      698,770        4,978,020  
UUUM, Inc.1,3      1,800,000        83,316,782  
               

 

88,294,802

 

 

 

Hotels, Restaurants & Leisure—1.2%

 

SSP Group plc     

 

11,723,799

 

 

 

    

 

100,911,166

 

 

 

Household Durables—0.5%

 

SEB SA     

 

269,330

 

 

 

    

 

41,912,695

 

 

 

Interactive Media & Services—1.9%

 

Auto Trader Group plc2      6,682,780        43,257,016  
LIFULL Co. Ltd.      3,448,100        21,240,220  
New Work SE3      333,071        97,372,406  
               

 

161,869,642

 

 

 

Internet & Catalog Retail—4.8%

 

ASOS plc1      1,150,426        33,379,219  
boohoo.com plc1      24,735,380        72,858,132  
Dustin Group AB2      1,000,000        8,250,363  
Istyle, Inc.1,3      4,590,200        28,204,104  
Ocado Group plc1      9,063,160        142,969,573  
Rakuten, Inc.      5,271,000        49,459,770  
zooplus AG1      300,000        39,764,702  
ZOZO, Inc.      1,358,174        27,087,617  
               

 

401,973,480

 

 

 

Media—0.3%      
M&C Saatchi plc3     

 

8,000,000

 

 

 

    

 

20,464,502

 

 

 

Textiles, Apparel & Luxury Goods—0.4%

 

Ted Baker plc3     

 

3,000,000

 

 

 

    

 

33,483,592

 

 

 

Consumer Staples—5.9%

 

        
Beverages—2.3%      
Britvic plc      8,159,189        86,166,067  
Treasury Wine Estates Ltd.      8,328,907        105,233,038  
               

 

191,399,105

 

 

 

Food Products—3.6%

 

  
Ariake Japan Co. Ltd.      1,454,700        110,071,086  
Ezaki Glico Co. Ltd.      1,014,200        43,904,892  
Leroy Seafood Group ASA      7,000,000        45,936,790  
      Shares                          Value  
Food Products (Continued)

 

        
Morinaga & Co. Ltd.      2,082,500      $ 102,783,931  
               

 

302,696,699

 

 

 

Financials—7.3%

 

        
Capital Markets—2.2%

 

  
3i Group plc      7,232,128        96,554,913  
St James’s Place plc      3,491,896        39,027,804  
VZ Holding AG      148,682        43,634,800  
               

 

179,217,517

 

 

 

Insurance—4.4%      
Baloise Holding AG      746,403        127,360,250  
Grupo Catalana Occidente SA      2,359,741        79,390,282  
Helvetia Holding AG      614,830        80,194,789  
Lancashire Holdings Ltd.      10,000,000        82,878,911  
               

 

369,824,232

 

 

 

Real Estate Investment Trusts (REITs)—0.7%

 

Hibernia REIT plc3     

 

38,486,294

 

 

 

    

 

62,156,848

 

 

 

Health Care—26.1%                  
Biotechnology—6.4%

 

  
Abcam plc      6,349,060        89,421,186  
Amarin Corp. plc, ADR1      7,834,530        117,439,605  
Argenx SE1      522,655        68,388,079  
Ascendis Pharma AS, ADR1      424,570        47,564,577  
Galapagos NV1      491,865        82,950,635  
Genmab AS1      218,000        44,451,462  
Hansa Biopharma AB1      369,363        6,278,969  
MorphoSys AG1      551,095        65,127,501  
Theratechnologies, Inc.1,3      4,000,000        14,961,694  
               

 

536,583,708

 

 

 

Health Care Equipment & Supplies—8.4%

 

Biocartis NV1,2,3      3,000,000        34,099,075  
BioMerieux      680,170        55,308,561  
Carl Zeiss Meditec AG      2,168,385        249,983,600  
LivaNova plc1      1,220,390        94,738,876  
Ossur HF3      22,966,074        162,239,367  
Sartorius AG, Preference      244,992        48,963,811  
STRATEC SE3      751,899        53,303,079  
        698,636,369  
 

 

14      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

      Shares                          Value  
Health Care Technology—0.5%

 

  
RaySearch Laboratories AB1,3     

 

2,500,000

 

 

 

   $

 

43,470,526

 

 

 

Life Sciences Tools & Services—5.5%

 

  
Biotage AB      2,000,000        20,853,913  
Bruker Corp.      1,632,990        70,496,178  
Clinigen Group plc      5,000,000        53,993,083  
Eurofins Scientific SE      200,000        91,616,842  
Genfit1      449,840        7,864,879  
QIAGEN NV1      1,549,210        53,742,095  
Tecan Group AG3      658,888        158,227,000  
               

 

456,793,990

 

 

 

Pharmaceuticals—5.3%

 

  
H. Lundbeck AS      2,117,190        76,996,929  
Nektar Therapeutics, Cl. A1,3      9,762,402        171,525,403  
Nippon Shinyaku Co. Ltd.      1,436,700        117,765,301  
Rohto Pharmaceutical Co. Ltd.      1,515,333        37,513,537  
Santen Pharmaceutical Co. Ltd.      2,194,600        38,390,093  
               

 

442,191,263

 

 

 

Industrials—15.2%

 

        
Aerospace & Defense—1.7%

 

  
CAE, Inc.      5,459,449       

 

142,903,558

 

 

 

Air Freight & Couriers—1.1%

 

  
SG Holdings Co. Ltd.      3,591,900       

 

95,967,872

 

 

 

Building Products—1.0%

 

  
Belimo Holding AG      15,797       

 

79,926,915

 

 

 

Commercial Services & Supplies—2.2%

 

HomeServe plc      2,116,310        29,577,523  
Japan Elevator Service Holdings Co. Ltd.      2,000,000        47,916,874  
Rentokil Initial plc      20,000,000        109,616,982  
               

 

187,111,379

 

 

 

Construction & Engineering—0.6%

 

  
Balfour Beatty plc     

 

20,326,312

 

 

 

    

 

53,440,664

 

 

 

Electrical Equipment—0.3%

 

  
Fagerhult AB      4,200,000        23,021,115  
      Shares                          Value  
Machinery—5.1%      
Burckhardt Compression Holding AG      130,606      $ 30,833,249  
Fujitec Co. Ltd.3      5,000,000        58,859,921  
Harmonic Drive Systems, Inc.      1,164,800        46,334,425  
IMI plc      7,105,200        86,968,981  
Interroll Holding AG      30,000        55,604,527  
Nabtesco Corp.      1,249,500        35,808,914  
Rheon Automatic Machinery Co. Ltd.      1,000,000        13,972,995  
Shima Seiki Manufacturing Ltd.      1,000,000        23,987,201  
SLM Solutions Group AG3      1,000,000        14,727,270  
Spirax-Sarco Engineering plc      632,439        61,797,102  
               

 

428,894,585

 

 

 

Professional Services—0.4%

 

  
AF POYRY AB, Cl. B     

 

1,333,333

 

 

 

    

 

30,066,686

 

 

 

Trading Companies & Distributors—2.8%

 

Brenntag AG      869,047        41,864,181  
Bunzl plc      1,315,622        32,240,909  
IMCD NV      887,647        62,336,370  
MonotaRO Co. Ltd.      3,851,400        94,397,337  
               

 

230,838,797

 

 

 

Information Technology—28.0%                  
Electronic Equipment, Instruments, & Components—6.3%

 

Azbil Corp.      4,637,400        118,295,077  
Cognex Corp.      867,340        39,099,687  
Electrocomponents plc      2,346,548        16,607,819  
Jenoptik AG      2,311,800        55,521,509  
Mycronic AB3      6,000,000        73,295,387  
Nippon Ceramic Co. Ltd.      1,000,000        24,862,910  
Renishaw plc      532,870        23,051,465  
Topcon Corp.      3,298,800        38,022,998  
Yaskawa Electric Corp.      2,000,000        66,923,041  
Yokogawa Electric Corp.      3,772,600        68,358,619  
               

 

524,038,512

 

 

 

IT Services—2.9%      
FDM Group Holdings plc      4,000,000        36,746,259  
 

 

15      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


SCHEDULE OF INVESTMENTS Continued

 

      Shares                         Value  
IT Services (Continued)                 
Obic Co. Ltd.      1,787,300     $         204,138,776  
    

 

 

 
              

 

240,885,035

 

 

 

Semiconductors & Semiconductor Equipment—8.0%

 

AIXTRON SE1      3,997,781       39,542,242  
ams AG1      3,000,000       120,525,930  
ASM International NV      2,000,000       168,314,616  
Disco Corp.      125,000       22,627,858  
IQE plc1,3      70,000,000       43,867,257  
PVA TePla AG1,3      1,275,000       15,668,522  
Rohm Co. Ltd.      1,267,400       90,118,588  
SolarEdge Technologies, Inc.1      2,000,000       163,840,000  
    

 

 

 
              

 

664,505,013

 

 

 

Software—10.8%     
BlackBerry Ltd.1      7,082,664       48,622,164  
CyberArk Software Ltd.1      601,921       67,619,805  
Descartes Systems Group, Inc. (The)1      1,730,953       61,390,717  
Infomart Corp.      2,674,700       39,250,438  
Materialise NV, ADR1,3      3,100,000       60,946,000  
Nemetschek SE      1,209,228       64,036,504  
Nice Ltd., Sponsored ADR1      2,508,896       384,488,312  
OBIC Business Consultants Co. Ltd.      2,162,400       90,473,031  
SimCorp AS      669,615       62,324,002  
WANdisco plc1,3      3,000,000       17,868,729  
      Shares                         Value  
Software (Continued)                 
Zoo Digital Group plc1,3      7,000,000     $         7,114,623  
    

 

 

 
              

 

904,134,325

 

 

 

Materials—4.2%                 
Chemicals—2.2%     
Elementis plc      17,508,862       32,074,414  
Symrise AG, Cl. A      1,345,240       125,551,776  
Zotefoams plc3      4,000,000       25,966,691  
    

 

 

 
              

 

183,592,881

 

 

 

Containers & Packaging—0.7%

 

Huhtamaki OYJ      1,488,353      

 

57,485,736

 

 

 

Metals & Mining—1.3%     
AMG Advanced Metallurgical Group NV3      2,000,000       44,608,969  
OZ Minerals Ltd.      10,000,000       61,528,921  
    

 

 

 
       106,137,890  
    

 

 

 

Total Common Stocks
(Cost $6,158,627,002)

 

            

 

8,143,371,552

 

 

 

Investment Company—1.9%                 

Invesco Government & Agency Portfolio, 2.02%4
(Cost $160,828,233)

 

    

 

160,828,233

 

 

 

   

 

160,830,002

 

 

 

Total Investments, at Value
(Cost $6,319,455,235)
     99.5%       8,304,201,554  
Net Other Assets (Liabilities)      0.5       44,094,056  
Net Assets      100.0%     $ 8,348,295,610  
                
 

 

Footnotes to Schedule of Investments

1. Non-income producing security.

2. Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2019 was $144,146,907, which represented 1.73% of the Fund’s Net Assets.

 

16      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Footnotes to Schedule of Investments (Continued)

 

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:

 

      Shares
August 31, 2018
     Gross
Additions
    Gross
Reductions
    Shares
August 31, 2019
 
Common Stock          
Biotechnology          
Theratechnologies, Inc.             4,000,000             4,000,000    
Chemicals          
Zotefoams plc             4,000,000             4,000,000    
Electronic Equipment, Instruments, & Components          
Mycronic AB             6,000,000             6,000,000    
Entertainment          
UUUM, Inc.             1,800,000             1,800,000    
Health Care Equipment & Supplies          
Biocartis NV             3,000,000             3,000,000    
Ossur HF      22,966,074                    22,966,074    
STRATEC Biomedical AG      751,899                    751,899    
Health Care Technology          
RaySearch Laboratories AB             3,000,000       500,000       2,500,000    
Interactive Media & Services          
New Work SE             333,071 a             333,071    
Internet & Catalog Retail          
Istyle, Inc.      4,590,200                    4,590,200    
XING SE      333,071              333,071 a      —    
Life Sciences Tools & Services          
Tecan Group AG      658,888                    658,888    
Machinery          
Fujitec Co. Ltd.             5,000,000             5,000,000    
SLM Solutions Group AG             1,000,000             1,000,000    
Media          
M&C Saatchi plc             8,000,000             8,000,000    
Metals & Mining          
AMG Advanced Metallurgical          
Group NV             2,000,000             2,000,000    
Pharmaceuticals          
Nektar Therapeutics, Cl. A             9,762,402             9,762,402    
Real Estate Investment Trusts (REITs)          
Hibernia REIT plc      38,486,294                    38,486,294    
Semiconductors & Semiconductor Equipment          
IQE plc             70,000,000             70,000,000    
PVA TePla AG             1,275,000             1,275,000    
Software          
Materialise NV, ADR             3,100,000             3,100,000    
WANdisco plc             3,000,000             3,000,000    
Zoo Digital Group plc             7,000,000             7,000,000    

 

17      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


SCHEDULE OF INVESTMENTS Continued

 

      Shares
August 31, 2018
     Gross
Additions
    Gross
Reductions
    Shares
August 31, 2019
 
Textiles, Apparel & Luxury          
Goods          
Ted Baker plc             3,000,000             3,000,000  
      Value      Income     Realized
Gain (Loss)
   

Change in
Unrealized

Gain (Loss)

 
Common Stock          
Biotechnology          
Theratechnologies, Inc.    $ 14,961,694      $     $     $ (12,570,059
Chemicals          
Zotefoams plc      25,966,691                    (5,829,287
Electronic Equipment, Instruments, & Components          
Mycronic AB      73,295,387        1,590,800             2,646,187  
Entertainment          
UUUM, Inc.      83,316,782                    7,040,469  
Health Care Equipment & Supplies          
Biocartis NV      34,099,075                    (5,654,218
Ossur HF      162,239,367        353,465             59,962,956  
STRATEC Biomedical AG      53,303,079        583,110             (6,241,875
Health Care Technology          
RaySearch Laboratories AB      43,470,526              (680,366     10,368,850  
Interactive Media & Services          
New Work SEa      97,372,406                    55,640,253  
Internet & Catalog Retail          
Istyle, Inc.      28,204,104        (1,104           (27,343,945
XING SEa             1,829,565             (82,459,703
Life Sciences Tools & Services          
Tecan Group AG      158,227,000        887,358             703,510  
Machinery          
Fujitec Co. Ltd.      58,859,921        607,984             393,647  
SLM Solutions Group AG      14,727,270                    (4,278,290
Media          
M&C Saatchi plc      20,464,502        865,501             (17,225,470
Metals & Mining          
AMG Advanced Metallurgical          
Group NV      44,608,969        950,852             (46,951,527
Pharmaceuticals          
Nektar Therapeutics, Cl. A      171,525,403                    (110,112,293
Real Estate Investment Trusts (REITs)          
Hibernia REIT plc      62,156,848        1,223,374             (4,858,987
Semiconductors & Semiconductor Equipment          
IQE plc      43,867,257                    (33,971,271
PVA TePla AG      15,668,522                    474,798  

 

18      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


      Value      Income      Realized
Gain (Loss)
    

Change in
Unrealized

Gain (Loss)

 
Software            
Materialise NV, ADR    $ 60,946,000      $      $      $ 8,932,501   
WANdisco plc      17,868,729                      (1,109,486)  
Zoo Digital Group plc      7,114,623                      (4,364,607)  
Textiles, Apparel & Luxury Goods            
Ted Baker plc      33,483,592        1,561,842               (29,293,397)  
  

 

 

 
Total    $     1,325,747,747      $         10,452,747      $         (680,366)      $         (246,101,244)  
  

 

 

 

a. All or a portion is the result of a corporate action.

4. The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2019.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:

 

Geographic Holdings (Unaudited)    Value                Percent          
Japan    $ 1,840,054,208          22.2%           
United Kingdom      1,535,823,058          18.5              
Germany      911,427,102          11.0              
United States      754,272,242          9.1              
Switzerland      575,781,529          6.9              
Israel      452,108,117          5.4              
Netherlands      343,648,032          4.1              
Canada      267,878,134          3.2              
Denmark      231,336,970          2.8              
Sweden      205,236,959          2.5              
Ireland      179,596,453          2.2              
Belgium      177,995,710          2.1              
Australia      166,761,959          2.0              
Iceland      162,239,367          2.0              
Austria      120,525,930          1.4              
France      105,086,135          1.3              
Luxembourg      91,616,841          1.1              
Spain      79,390,282          1.0              
Finland      57,485,736          0.7              
Norway      45,936,790          0.5              
  

 

 

 
Total      $         8,304,201,554          100.0%           
  

 

 

 

See accompanying Notes to Financial Statements.

 

19      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


STATEMENT OF ASSETS AND LIABILITIES August 31, 2019

 

Assets         
Investments, at value—see accompanying schedule of investments:   
Unaffiliated companies (cost $4,821,398,163)    $ 6,817,623,805    
Affiliated companies (cost $1,498,057,072)      1,486,577,749  
  

 

 

 

     8,304,201,554  
Cash      3,000,000  
Cash—foreign currencies (cost $13)      11  
Receivables and other assets:   
Investments sold      27,082,807  
Dividends      24,261,212  
Shares of beneficial interest sold      3,657,340  
Other      409,066  
  

 

 

 

Total assets

 

    

 

8,362,611,990

 

 

 

Liabilities         
Payables and other liabilities:   
Shares of beneficial interest redeemed      9,490,528  
Transfer and shareholder servicing agent fees      1,871,877  
Investments purchased      1,164,297  
Distribution and service plan fees      495,783  
Advisory fees      417,935  
Trustees’ compensation      299,554  
Shareholder communications      229,200  
Administration fees      1,612  
Dividends      172  
Other      345,422  
  

 

 

 

Total liabilities

 

    

 

14,316,380

 

 

 

   
Net Assets    $   8,348,295,610  
  

 

 

 

  

Composition of Net Assets

 

        
Shares of beneficial interest    $ 6,121,259,632  
Total distributable earnings      2,227,035,978  
  

 

 

 

Net Assets    $ 8,348,295,610  
  

 

 

 

 

20      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Net Asset Value Per Share         
Class A Shares:   
Net asset value and redemption price per share (based on net assets of $1,394,542,262 and 30,153,325 shares of beneficial interest outstanding)    $ 46.25    

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

 

   $

 

48.94  

 

 

 

Class C Shares:   

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $179,992,004 and 4,294,374 shares of beneficial interest outstanding)

 

   $

 

41.91  

 

 

 

Class R Shares:   

Net asset value, redemption price and offering price per share (based on net assets of $94,863,970 and 2,162,114 shares of beneficial interest outstanding)

 

   $

 

43.88  

 

 

 

Class Y Shares:   

Net asset value, redemption price and offering price per share (based on net assets of $3,986,316,490 and 87,037,269 shares of beneficial interest outstanding)

 

   $

 

45.80  

 

 

 

Class R5 Shares:   

Net asset value, redemption price and offering price per share (based on net assets of $19,499 and 421.279 shares of beneficial interest outstanding)

 

   $

 

46.29  

 

 

 

Class R6 Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $2,692,561,385 and 58,613,958 shares of beneficial interest outstanding)    $ 45.94    

See accompanying Notes to Financial Statements.

 

21      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


STATEMENT

OF OPERATIONS For the Year Ended August 31, 2019

 

Investment Income        
Dividends:  
Unaffiliated companies (net of foreign withholding taxes of $8,631,569)   $     95,054,776  
Affiliated companies (net of foreign withholding taxes of $1,141,218)     22,403,180  
Interest     8,580  
Total investment income    

 

117,466,536

 

 

 

Expenses        
Advisory fees     83,272,407  
Administration fees     321,242  
Distribution and service plan fees:  
Class A     3,647,043  
Class C     2,573,652  
Class R     468,788  
Transfer and shareholder servicing agent fees:  
Class A     2,669,274  
Class C     467,765  
Class R     167,530  
Class Y     8,024,568  
Class R5     2  
Class R6     646,244  
Shareholder communications:        
Class A     39,202  
Class C     6,838  
Class R     2,626  
Class Y     127,436  
Class R5     1  
Class R6     81,172  
Custodian fees and expenses     766,724  
Borrowing fees     206,105  
Trustees’ compensation     123,185  
Other     443,521  
Total expenses     104,055,325  
Less waivers and reimbursements of expenses     (577,747
Net expenses    

 

103,477,578

 

 

 

   
Net Investment Income     13,988,958      

 

22      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Realized and Unrealized Gain (Loss)        
Net realized gain (loss) on:  
Investment transactions in:  

Unaffiliated companies

  $     501,522,332  

Affiliated companies (includes net losses from securities sold to affiliates of $680,366)

    (680,366 )   
Foreign currency transactions     1,547,027  
Net realized gain     502,388,993  
   
Net change in unrealized appreciation/(depreciation) on:  
Investment transactions in:  

Unaffiliated companies

    (1,039,533,854

Affiliated companies

    (246,099,475
Translation of assets and liabilities denominated in foreign currencies     (278,986
Net change in unrealized appreciation/(depreciation)    

 

(1,285,912,315

 

 

Net Decrease in Net Assets Resulting from Operations   $ (769,534,364
       
       

See accompanying Notes to Financial Statements.

 

23      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


STATEMENT OF CHANGES IN NET ASSETS

 

    

Year Ended

August 31, 2019

 

Year Ended

August 31, 2018

Operations                 
Net investment income    $ 13,988,958     $ 11,171,109  
Net realized gain      502,388,993       988,177,544  
Net change in unrealized appreciation/(depreciation)      (1,285,912,315     848,990,905  
Net increase (decrease) in net assets resulting from operations     

 

(769,534,364

 

 

   

 

1,848,339,558

 

 

 

Dividends and/or Distributions to Shareholders1                 
Distributions to shareholders from distributable earnings:     
Class A      (139,080,623     (68,462,357
Class B            (49,335
Class C      (25,956,690     (8,408,637
Class R      (8,517,948     (2,874,052
Class Y      (435,294,440     (155,130,240
Class R5             
Class R6      (272,368,594     (89,570,937
Total distributions from distributable earnings     

 

(881,218,295

 

 

   

 

(324,495,558

 

 

Beneficial Interest Transactions                 
Net increase (decrease) in net assets resulting from beneficial interest transactions:     
Class A      (121,699,037     (811,115,166
Class B            (3,257,270
Class C      (95,796,785     (47,632,409
Class R      6,368,039       (1,614,113
Class Y      (979,187,194     963,409,373  
Class R5      20,000        
Class R6      (63,792,999     540,467,885  
Total beneficial interest transactions     

 

(1,254,087,976

 

 

   

 

640,258,300

 

 

 

Net Assets                 
Total increase (decrease)      (2,904,840,635     2,164,102,300  
Beginning of period      11,253,136,245       9,089,033,945  
End of period    $   8,348,295,610     $   11,253,136,245  
        

1. For the year ended August 31, 2019, distributions to shareholders from distributable earnings consisted of distributions from net investment income and distributions from net realized gains. The Securities and Exchange Commission eliminated the requirement to disclose the distribution components separately, except for tax return of capital. For the year ended August 31, 2018, distributions from net investment income were $17,435,600, $589,523, $653,837, $51,120,814 and $31,883,527 for Class A, Class C, Class R, Class Y and Class R6 shares, respectively, and distributions from net realized gains were $51,026,757, $49,335, $7,819,114, $2,220,215, $104,009,426 and $57,687,410 for Class A, Class B, Class C, Class R, Class Y and Class R6 shares, respectively.

See accompanying Notes to Financial Statements.

 

24      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


FINANCIAL HIGHLIGHTS

 

Class A

         Year Ended           Year Ended           Year Ended           Year Ended           Year Ended  
   August 31,
2019
    August 31,
2018
    August 31,
2017
    August 31,
2016
    August 31,
2015
 
Per Share Operating Data                                         
Net asset value, beginning of period      $54.54       $47.11       $38.28       $36.38       $33.92  
Income (loss) from investment operations:           
Net investment income (loss)1      (0.03)       (0.05)       (0.06)       0.05       0.06  
Net realized and unrealized gain (loss)      (3.81)       8.94       8.95       1.87       2.55  
Total from investment operations      (3.84)       8.89       8.89       1.92       2.61  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.22)       (0.37)       (0.06)       (0.02)       (0.15)  
Distributions from net realized gain      (4.23)       (1.09)       0.00       0.00       0.00  
Total dividends and/or distributions to shareholders      (4.45)       (1.46)       (0.06)       (0.02)       (0.15)  
Net asset value, end of period      $46.25       $54.54       $47.11       $38.28       $36.38  
        
          
Total Return, at Net Asset Value2      (6.21)%       19.27%       23.25%       5.29%       7.77%  
                                     
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $1,394,542       $1,777,990       $2,260,943       $2,678,644       $1,968,434  
Average net assets (in thousands)      $1,488,232       $2,272,202       $2,591,050       $2,462,620       $1,373,719  
Ratios to average net assets:3           
Net investment income (loss)      (0.06)%       (0.10)%       (0.15)%       0.14%       0.18%  
Expenses excluding specific expenses listed below      1.36%       1.38%       1.41%       1.29%       1.19%  
Interest and fees from borrowings      0.00%4       0.00%4       0.00%4       0.00%4       0.00%4  
Total expenses5      1.36%       1.38%       1.41%       1.29%       1.19%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.35%       1.37%       1.39%       1.28%       1.18%  
Portfolio turnover rate6      28%       27%       22%       19%       15%  

1. Per share amounts calculated based on the average shares outstanding during the period.

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

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended August 31, 2019      1.37               
Year Ended August 31, 2018      1.39
Year Ended August 31, 2017      1.42
Year Ended August 31, 2016      1.30
Year Ended August 31, 2015      1.20

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

See accompanying Notes to Financial Statements.

 

25      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


FINANCIAL HIGHLIGHTS Continued

 

Class C          Year Ended           Year Ended           Year Ended           Year Ended           Year Ended  
   August 31,
2019
    August 31,
2018
    August 31,
2017
    August 31,
2016
    August 31,
2015
 
Per Share Operating Data                                         
Net asset value, beginning of period      $50.01       $43.36       $35.45       $33.92       $31.71  
Income (loss) from investment operations:           
Net investment loss1      (0.35)       (0.40)       (0.34)       (0.21)       (0.18)  
Net realized and unrealized gain (loss)      (3.52)       8.22       8.25       1.74       2.39  
Total from investment operations      (3.87)       7.82       7.91       1.53       2.21  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      0.00       (0.08)       0.00       0.00       0.00  
Distributions from net realized gain      (4.23)       (1.09)       0.00       0.00       0.00  
Total dividends and/or distributions to shareholders      (4.23)       (1.17)       0.00       0.00       0.00  
Net asset value, end of period      $41.91       $50.01       $43.36       $35.45       $33.92  
        
          
Total Return, at Net Asset Value2      (6.91)%       18.37%       22.35%       4.48%       6.97%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $179,992       $323,001       $323,084       $339,118       $281,439  
Average net assets (in thousands)      $257,285       $332,620       $314,796       $327,473       $211,533  
Ratios to average net assets:3           
Net investment loss      (0.82)%       (0.85)%       (0.91)%       (0.62)%       (0.57)%  
Expenses excluding specific expenses listed below      2.12%       2.13%       2.16%       2.04%       1.94%  
Interest and fees from borrowings      0.00%4       0.00%4       0.00%4       0.00%4       0.00%4  
Total expenses5      2.12%       2.13%       2.16%       2.04%       1.94%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      2.11%       2.12%       2.14%       2.03%       1.93%  
Portfolio turnover rate6      28%       27%       22%       19%       15%  

1. Per share amounts calculated based on the average shares outstanding during the period.

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

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended August 31, 2019      2.13  
Year Ended August 31, 2018      2.14  
Year Ended August 31, 2017      2.17               
Year Ended August 31, 2016      2.05  
Year Ended August 31, 2015      1.95  

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

See accompanying Notes to Financial Statements.

 

26      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Class R

         Year Ended           Year Ended           Year Ended           Year Ended           Year Ended  
   August 31,
2019
    August 31,
2018
    August 31,
2017
    August 31,
2016
    August 31,
2015
 
Per Share Operating Data                                         
Net asset value, beginning of period      $52.05       $45.08       $36.67       $34.92       $32.55  
Income (loss) from investment operations:           
Net investment loss1      (0.14)       (0.17)       (0.15)       (0.05)       (0.02)  
Net realized and unrealized gain (loss)      (3.65)       8.55       8.56       1.80       2.46  
Total from investment operations      (3.79)       8.38       8.41       1.75       2.44  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.15)       (0.32)       0.00       0.00       (0.07)  
Distributions from net realized gain      (4.23)       (1.09)       0.00       0.00       0.00  
Total dividends and/or distributions to shareholders      (4.38)       (1.41)       0.00       0.00       (0.07)  
Net asset value, end of period      $43.88       $52.05       $45.08       $36.67       $34.92  
        
          
Total Return, at Net Asset Value2      (6.44)%       18.99%       22.93%       5.01%       7.53%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $94,864       $103,818       $91,019       $73,150       $60,908  
Average net assets (in thousands)      $94,064       $100,487       $77,120       $68,089       $45,566  
Ratios to average net assets:3           
Net investment loss      (0.31)%       (0.35)%       (0.39)%       (0.15)%       (0.07)%  
Expenses excluding specific expenses listed below      1.61%       1.63%       1.66%       1.53%       1.44%  
Interest and fees from borrowings      0.00%4       0.00%4       0.00%4       0.00%4       0.00%4  
Total expenses5      1.61%       1.63%       1.66%       1.53%       1.44%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.60%       1.62%       1.64%       1.52%       1.43%  
Portfolio turnover rate6      28%       27%       22%       19%       15%  

1. Per share amounts calculated based on the average shares outstanding during the period.

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

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended August 31, 2019      1.62               
Year Ended August 31, 2018      1.64  
Year Ended August 31, 2017      1.67  
Year Ended August 31, 2016      1.54  
Year Ended August 31, 2015      1.45  

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

See accompanying Notes to Financial Statements.

 

27      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


FINANCIAL HIGHLIGHTS Continued

 

Class Y

         Year Ended           Year Ended           Year Ended           Year Ended         Year Ended  
   August 31,
2019
    August 31,
2018
    August 31,
2017
    August 31,
2016
    August 31,
2015
 
Per Share Operating Data                                         
Net asset value, beginning of period      $54.15       $46.82       $38.06       $36.16       $33.71  
Income (loss) from investment operations:           
Net investment income1      0.08       0.08       0.05       0.15       0.16  
Net realized and unrealized gain (loss)      (3.80)       8.87       8.87       1.85       2.52  
Total from investment operations      (3.72)       8.95       8.92       2.00       2.68  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.40)       (0.53)       (0.16)       (0.10)       (0.23)  
Distributions from net realized gain      (4.23)       (1.09)       0.00       0.00       0.00  
Total dividends and/or distributions to shareholders      (4.63)       (1.62)       (0.16)       (0.10)       (0.23)  
Net asset value, end of period      $45.80       $54.15       $46.82       $38.06       $36.16  
        
          
Total Return, at Net Asset Value2      (5.98)%       19.57%       23.55%       5.53%       8.05%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $3,986,316       $5,811,651       $4,125,091       $2,239,385       $1,397,394  
Average net assets (in thousands)      $4,456,244       $4,930,993       $2,865,168       $1,932,568       $819,230  
Ratios to average net assets:3           
Net investment income      0.18%       0.15%       0.13%       0.41%       0.47%  
Expenses excluding specific expenses listed below      1.12%       1.14%       1.16%       1.04%       0.95%  
Interest and fees from borrowings      0.00%4       0.00%4       0.00%4       0.00%4       0.00%4  
Total expenses5      1.12%       1.14%       1.16%       1.04%       0.95%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.11%       1.13%       1.14%       1.03%       0.94%  
Portfolio turnover rate6      28%       27%       22%       19%       15%  

1. Per share amounts calculated based on the average shares outstanding during the period.

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

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended August 31, 2019      1.13               
Year Ended August 31, 2018      1.15  
Year Ended August 31, 2017      1.17  
Year Ended August 31, 2016      1.05  
Year Ended August 31, 2015      0.96  

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

See accompanying Notes to Financial Statements.

 

28      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Class R5    Period
Ended
        August 31,
20191
 
Per Share Operating Data         
Net asset value, beginning of period      $46.97  
Income (loss) from investment operations:   
Net investment income2      0.04  
Net realized and unrealized loss      (0.72)  
Total from investment operations      (0.68)  
Dividends and/or distributions to shareholders:   
Dividends from net investment income      0.00  
Distributions from net realized gain      0.00  
Total dividends and/or distributions to shareholders      0.00  
Net asset value, end of period      $46.29  
Total Return, at Net Asset Value3      (1.45)%    
  
Ratios/Supplemental Data         
Net assets, end of period (in thousands)      $19  
Average net assets (in thousands)      $15  
Ratios to average net assets:4   
Net investment income      0.29%  
Expenses excluding specific expenses listed below      1.01%  
Interest and fees from borrowings      0.00%  
Total expenses5      1.01%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.00%  
Portfolio turnover rate6      28%  

1. For the period from after the close of business on May 24, 2019 (inception of offering) to August 31, 2019.

2. Per share amounts calculated based on the average shares outstanding during the period.

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

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Period Ended August 31, 2019      1.02  

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

See accompanying Notes to Financial Statements.

 

29      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


FINANCIAL HIGHLIGHTS Continued

 

Class R6

         Year Ended           Year Ended           Year Ended           Year Ended           Year Ended  
   August 31,
2019
    August 31,
2018
    August 31,
2017
    August 31,
2016
    August 31,
2015
 
Per Share Operating Data                                         
Net asset value, beginning of period      $54.32       $46.95       $38.17       $36.23       $33.76  
Income (loss) from investment operations:           
Net investment income1      0.16       0.16       0.12       0.21       0.21  
Net realized and unrealized gain (loss)      (3.82)       8.90       8.88       1.87       2.54  
Total from investment operations      (3.66)       9.06       9.00       2.08       2.75  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.49)       (0.60)       (0.22)       (0.14)       (0.28)  
Distributions from net realized gain      (4.23)       (1.09)       0.00       0.00       0.00  
Total dividends and/or distributions to shareholders      (4.72)       (1.69)       (0.22)       (0.14)       (0.28)  
Net asset value, end of period      $45.94       $54.32       $46.95       $38.17       $36.23  
        
          
Total Return, at Net Asset Value2      (5.82)%       19.77%       23.76%       5.75%       8.27%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $2,692,561       $3,236,676       $2,285,847       $1,272,537       $1,032,630  
Average net assets (in thousands)      $2,812,174       $2,859,965       $1,497,363       $1,132,539       $911,969  
Ratios to average net assets:3           
Net investment income      0.34%       0.32%       0.30%       0.57%       0.60%  
Expenses excluding specific expenses listed below      0.96%       0.96%       0.97%       0.85%       0.76%  
Interest and fees from borrowings      0.00%4       0.00%4       0.00%4       0.00%4       0.00%4  
Total expenses5      0.96%       0.96%       0.97%       0.85%       0.76%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.95%       0.95%       0.96%       0.84%       0.75%  
Portfolio turnover rate6      28%       27%       22%       19%       15%  

1. Per share amounts calculated based on the average shares outstanding during the period.

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

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended August 31, 2019      0.97               
Year Ended August 31, 2018      0.97  
Year Ended August 31, 2017      0.98  
Year Ended August 31, 2016      0.86  
Year Ended August 31, 2015      0.77  

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

See accompanying Notes to Financial Statements.

 

30      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS August 31, 2019

Note 1 – Significant Accounting Policies

Invesco Oppenheimer International Small-Mid Company Fund (the “Fund”) is a series portfolio of AIM International Mutual Funds (Invesco International Mutual Funds) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company authorized to issue an unlimited number of shares of beneficial interest. Information presented in these financial statements pertains only to the Fund. Matters affecting the Fund or each class will be voted on exclusively by the shareholders of such Fund or each class.

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

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

The Fund’s investment objective is to seek capital appreciation.

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

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

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

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

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an

 

31      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting

 

32      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


    

 

 

controls and standards.

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

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

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

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B.

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

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

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment transactions reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the 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

 

33      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

adviser.

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

C.

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

D.

Distributions - Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from accounting principles generally accepted in the United States of America (“GAAP”), are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Adviser.

E.

Federal Income Taxes - The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended August 31, 2019, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

 

Undistributed

Net Investment

Income

  

Undistributed

Long-Term

Gain

    

Accumulated

Loss

Carryforward1,2

     Net Unrealized
Appreciation
Based on cost of
Securities and
Other Investments
for Federal Income
Tax Purposes
 
$26,763,070      $334,850,019        $—        $1,864,424,065  

1. During the reporting period, the Fund did not utilize any capital loss carryforward.

 

34      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


    

 

 

2. During the previous reporting period, the Fund did not utilize any capital loss carryforward.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.

 

Increase
to Paid-in Capital
   Reduction
to Accumulated
Net Investment
Income3
 

 

 
$50,860,642      $50,860,642  

3. $50,860,642, all of which was long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the reporting periods:

     Year Ended
    August 31, 2019
     Year Ended
    August 31, 2018
 

 

 
Distributions paid from:      
Ordinary income      $ 235,765,178      $ 185,995,456   
Long-term capital gain      645,453,117        138,500,102   
  

 

 

 
Total      $             881,218,295      $             324,495,558   
  

 

 

 

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

 

Federal tax cost of securities      $ 6,439,651,497    
  

 

 

 
Gross unrealized appreciation      $     2,845,385,033    
Gross unrealized depreciation      (980,960,968  
  

 

 

 
Net unrealized appreciation      $ 1,864,424,065    
  

 

 

 

 

F.

Expenses - Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable

 

35      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.

G.

Accounting Estimates - The financial statements are prepared on a basis in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

H.

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

I.

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

 

36      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


    

 

 

J.

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

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

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

Note 2 – Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

  Fee Schedule*      
  Up to $500 million      1.00%      
  Next $500 million      0.95         
  Next $4 billion      0.92         
  Next $5 billion      0.90         
  Next $10 billion      0.88         
  Over $20 billion      0.87         

*The advisory fee paid by the Fund shall be reduced by any amounts paid by the Fund under the administrative services agreement with the Adviser.

For the year ended August 31, 2019, the effective advisory fees incurred by the Fund was 0.91%.

From the beginning of the fiscal period until the date of the Reorganization, the Acquired Fund paid $61,926,792 in advisory fees to OFI Global Asset Management, Inc. based on the

 

37      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

annual rates above of the Acquired Fund’s average daily net assets.

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

Effective on the Reorganization Date, the Adviser has contractually agreed, through at least May 31, 2021, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit the total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.38%, 2.13%, 1.63%, 1.14%, 1.01% and 0.96%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause total annual fund operating expenses after fee waivers and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expenses on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board of Trustees.

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

For the year ended August 31, 2019, the Adviser waived advisory fees of $537,346.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2019, expenses incurred under the agreement are shown in the Statement of Operations as Administration fees. Additionally, Invesco has entered into service agreements whereby JPMorgan Chase Bank serves as custodian to the Fund. Prior to the Reorganization, the Acquired Fund paid administrative fees to OFI Global Asset Management, Inc.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or

 

38      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


    

 

 

networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid transfer agent fees to OFI Global Asset Management, Inc. and Shareholder Services, Inc. For the year ended August 31, 2019, expenses incurred under these agreements are shown in the Statement of Operations as Transfer and shareholder servicing agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively the “Plan”). The Fund, pursuant to the Class A Plan, reimbursed IDI in an amount up to an annual rate of 0.25% of the average daily net assets of Class A shares. The Fund pursuant to the Class C and Class R Plan, pays IDI compensation at the annual rate of 1.00% of the average daily net assets of Class C and 0.50% of the average daily net assets of Class R shares. The fees are accrued daily and paid monthly. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plan would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund plans. Prior to the Reorganization, the Acquired Fund paid distribution fees to OppenheimerFunds Distributor, Inc. For the year ended August 31, 2019, expenses incurred under the plans are shown in the Statement of Operations as Distribution and service plan fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended August 31, 2019, IDI advised the Fund that IDI retained $84,390 in front-end sales commissions from the sale of Class A shares and $352 and $3,921 from Class A and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. From the beginning of the fiscal year to the date of the Reorganization, OppenheimerFunds Distributor, Inc. retained $34,785 in front–end sales commissions from the sale of Class A shares and $654 and $2,415 from Class A and Class C shares, respectively, for CDSC imposed on redemption by shareholders.

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

Note 3 – Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted

 

39      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

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

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

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

 

      Level 1—
Unadjusted
Quoted Prices
    

Level 2—

Other Significant
Observable Inputs

    

Level 3—
Significant

Unobservable

Inputs

     Value  
Assets Table            
Investments, at Value:            
Common Stocks            

Consumer Discretionary

   $      $ 907,450,332      $      $ 907,450,332   

Consumer Staples

            494,095,804               494,095,804   

Financials

            611,198,597               611,198,597   

Health Care

     570,468,428        1,607,207,428               2,177,675,856   

Industrials

     142,903,558        1,129,268,013               1,272,171,571   

Information Technology

     826,006,685        1,507,556,200               2,333,562,885   

Materials

            347,216,507               347,216,507   
Investment Company      160,830,002                      160,830,002   
  

 

 

 
Total Assets    $     1,700,208,673      $ 6,603,992,881      $      $     8,304,201,554   
  

 

 

 

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

 

40      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


    

 

 

Note 4 – Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures for the period September 1, 2018 to May 24, 2019, the Predecessor Fund engaged in transactions with affiliates as listed: Securities purchases of $49,396,829 and securities sales of $6,273,032, which resulted in net realized losses of $680,366. For the period May 25, 2019 to August 31, 2019, the Fund did not engage in transactions with affiliates.

Note 5 – Expense Offset Arrangement

The expense offset arrangement is comprised of custodian credits which result from periodic overnight cash balances at the custodian. For the year ended August 31, 2019, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $40,401.

Note 6 – Trustee and Officer Fees and Benefits

The Predecessor Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s Independent Trustees. Benefits are based on years of service and fees paid to each Trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active Independent Trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan.

During the reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

 

Projected Benefit Obligations Increased    $  
Payments Made to Retired Trustees      4,233  
Accumulated Liability as of August 31, 2019      74,396  

Certain trustees have executed a Deferred Compensation Agreement pursuant to which they have the option to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Invesco and/or Invesco Oppenheimer funds

 

41      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of Trustees’ fees under the plan will not affect the net assets of the Fund and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

Note 7 – Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with JPMorgan Chase Bank, the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

Note 8 – Investment Transactions

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2019 was $2,399,015,169 and $3,988,162,313, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

Note 9- Share Information

Transactions in shares of beneficial interest were as follows:

 

     Year Ended August 31, 20191            Year Ended August 31, 2018  
      Shares     Amount             Shares     Amount    
Class A            
Sold      4,657,721     $     218,862,059          14,097,012     $ 686,775,786  
Dividends and/or distributions reinvested      3,158,390       132,304,962                       1,368,162       66,068,554  
Redeemed      (10,264,731     (472,866,058        (30,857,868     (1,563,959,506 )  
                                         
Net increase (decrease)      (2,448,620   $ (121,699,037        (15,392,694   $ (811,115,166
                                         
                                           
Class B            
Sold          $          698     $ 33,878  
Dividends and/or distributions reinvested                     1,070       48,335  
Redeemed2                     (71,226     (3,339,483
                                         
Net increase (decrease)          $             —          (69,458   $ (3,257,270
                                         

 

42      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


    

 

 

     Year Ended August 31, 20191            Year Ended August 31, 2018  
      Shares     Amount             Shares     Amount    
Class C            
Sold      123,498       $ 5,197,438          232,520       $ 10,713,471  
Dividends and/or distributions reinvested      646,497       24,676,799                       177,003       7,880,164  
Redeemed      (2,934,301     (125,671,022        (1,402,471     (66,226,044
                                         
Net increase (decrease)      (2,164,306     $ (95,796,785        (992,948     $ (47,632,409
                                         
                                           
Class R            
Sold      413,022       $ 18,375,264          432,654       $ 21,128,055  
Dividends and/or distributions reinvested      206,099       8,204,796          56,861       2,625,260  
Redeemed      (451,678     (20,212,021        (513,788     (25,367,428
                                         
Net increase (decrease)      167,443       $ 6,368,039          (24,273     $ (1,614,113
                                         
                                           
Class Y            
Sold      15,184,170       $ 697,565,533          42,705,971       $ 2,161,394,541  
Dividends and/or distributions reinvested      9,781,788       405,063,860          2,969,347       142,112,973  
Redeemed      (45,259,264     (2,081,816,587        (26,444,216       (1,340,098,141
                                         
Net increase (decrease)      (20,293,306     $ (979,187,194        19,231,102       $ 963,409,373  
                                         
                                           
Class R53            
Sold      421       $ 20,000                $  
Dividends and/or distributions reinvested                            
Redeemed                            
                                         
Net increase (decrease)      421       $ 20,000                $  
                                         
                                           
Class R6            
Sold      11,458,099       $ 533,041,328          20,616,940       $ 1,036,765,573  
Dividends and/or distributions reinvested      6,378,561       264,646,520          1,808,714       86,745,923  
Redeemed      (18,807,451     (861,480,847        (11,523,842     (583,043,611
                                         
Net increase (decrease)      (970,791     $ (63,792,999        10,901,812       $ 540,467,885  
                                         

1. There are entities that are record owners of more than 5% of the outstanding shares of the Fund and own 28% 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.

    In addition, 14% of the outstanding shares of the Fund are owned by the Adviser or an affiliate of the Adviser.

2. All outstanding Class B shares converted to Class A shares on June 1, 2018.

3. Commencement date after the close of business on May 24, 2019.

Note 10 - Borrowings

Joint Credit Facility. A number of mutual funds managed by the Adviser participate in a $1.95 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity.

 

43      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period. The Facility terminated May 24, 2019.

 

44      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Trustees of AIM International Mutual Funds (Invesco International Mutual Funds) and Shareholders of Invesco Oppenheimer International Small-Mid Company Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Oppenheimer International Small-Mid Company Fund (one of the funds constituting AIM International Mutual Funds (Invesco International Mutual Funds), referred to hereafter as the “Fund”) as of August 31, 2019, the related statement of operations and the statement of changes in net assets for the year ended August 31, 2019, including the related notes, and the financial highlights for each of the periods ended August 31, 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 August 31, 2019, the results of its operations and changes in its net assets for the year ended August 31, 2019 and the financial highlights for each of the periods ended August 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of Invesco Oppenheimer International Small-Mid Company Fund (formerly known as Oppenheimer Small-Mid Company Fund) as of and for the year ended August 31, 2018 and the financial highlights for each of the periods ended on or prior to August 31, 2018 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated October 25, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these 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 audit 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 audit 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 August 31, 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 audit provides a reasonable basis for our opinion.

 

45      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

/s/PricewaterhouseCoopers LLP

Houston, TX

October 29, 2019

We have served as the auditor of one or more investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.

 

46      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

 

47      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


FEDERAL INCOME TAX INFORMATION Unaudited

 

 

In early 2019, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2018.

Capital gain distributions of $3.37331 per share were paid to Class A, Class C, Class R, Class Y and Class R6 shareholders, respectively, on December 11, 2018. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 1.15% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $107,700,802 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2019, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $3,207,236 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $9,987,404 of foreign income taxes were paid by the Fund during the reporting period. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $30,893,089 was derived from sources within foreign countries or possessions of the United States.

The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

 

48      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS Unaudited

 

 

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

The Board’s Evaluation Process

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

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

 

49      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS Unaudited / Continued

 

review by the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees, and by independent legal counsel.

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

Factors and Conclusions and Summary of Independent Written Fee Evaluation

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

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

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers’ expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The

 

50      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.

B. Fund Investment Performance

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

The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2017 to the performance of funds in the Morningstar performance universe and against the Fund’s benchmark index. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees and Fund Expenses

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

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

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

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

D. Economies of Scale and Breakpoints

The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board also considered that the Fund may benefit from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule, which generally operate to reduce the

 

51      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS Unaudited / Continued

 

Fund’s expense ratio as it grows in size. The Board noted that the Fund will share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.

E. Profitability and Financial Resources

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

F. Collateral Benefits to Invesco Advisers and its Affiliates

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

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

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable

 

52      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


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

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

 

53      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO SCHEDULE OF INVESTMENTS Unaudited

 

 

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

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

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Invesco mailing information

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

Important notice regarding delivery of security holder documents

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

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-PORT. The most recent list of portfolio holdings is available at invesco. com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-PORT on the SEC website at sec.gov.

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

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

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

 

54      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


SHAREHOLDER PROXY Unaudited

 

 

A Special Meeting (“Meeting”) of Shareholders of Invesco Oppenheimer International Small-Mid Company Fund was held on April 12, 2019. The Meeting was held for the following purpose:

(1) Approval of an Agreement and Plan of Reorganization that provides for the reorganization of Oppenheimer International Small-Mid Company Fund into Invesco Oppenheimer International Small-Mid Company Fund.

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

 

  Matter    Votes
For
     Votes
Against
     Votes
Abstain
     Broker
Non-Votes
 
  (1) Approval of an Agreement and Plan of Reorganization      96,808,154        1,665,837        6,596,674        0  

 

55      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited

The address of each trustee and officer is AIM International Mutual Funds (Invesco International Mutual Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

 

         

Name, Year of Birth and

Position(s) Held with the Trust

 

 Trustee 
 and/or 
 Officer 
 Since 

 

  

Principal Occupation(s)

During Past 5 Years

 

Number of Funds

in Fund Complex
Overseen by Trustee

   Other Directorship(s)
Held by Trustee During
Past 5 Years

 

INTERESTED PERSONS

 

                 
   

Martin L. Flanagan 1 — 1960

Trustee and Vice Chair

  2007   

Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

 

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)

  230    None
         

Philip A. Taylor 2 — 1954

Trustee

  2006   

Vice Chair, Invesco Ltd.; Trustee, The Invesco Funds

 

Formerly: Director, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser);

  230    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 of Invesco Ltd., ultimate parent of the Adviser.

 

56      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

         
Name, Year of Birth and
Position(s) Held with the Trust
 

 Trustee 
 and/or 
 Officer 
 Since 

 

  

Principal Occupation(s)

During Past 5 Years

  Number of Funds
in Fund Complex
Overseen by Trustee
   Other Directorship(s)
Held by Trustee During
Past 5 Years

 

INTERESTED PERSONS

(CONTINUED)

 

                 
         
Philip A. Taylor (Continued)       

Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./ Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.) (financial services holding company); Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, Van Kampen Exchange Corp; President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./ Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Canada Fund Inc. (corporate mutual fund company); Director and Chairman, Van Kampen Investor Services Inc.; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding

 

        

 

57      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited / 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

 

INTERESTED PERSONS

(CONTINUED)

                 
         
Philip A. Taylor (Continued)       

company) and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships) and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.) (registered broker dealer); Manager, Invesco Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco AIM Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.

 

        

 

58      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

         

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
  

Principal Occupation(s)

During Past 5 Years

  

Number of Funds

in Fund Complex
Overseen by Trustee

   Other Directorship(s)
Held by Trustee During
Past 5 Years

INDEPENDENT TRUSTEES

                   
         

Bruce L. Crockett – 1944

Trustee and Chair

   2003   

Chairman, Crockett Technologies Associates (technology consulting company)

 

Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer, COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute: Member of the Audit Committee, Investment Company Institute; Member of the Executive Committee and Chair of the Governance Committee, Independent Directors Council

   230    Director and Chairman of the Audit Committee, ALPS (Attorneys Liability Protection Society) (insurance company); Director and Member of the Audit Committee and Compensation Committee, Ferroglobe PLC (metallurgical company)
         

David C. Arch – 1945

Trustee

   2010    Chairman of Blistex Inc. (consumer health care products manufacturer); Member, World Presidents’ Organization    230    Board member of the Illinois Manufacturers’ Association
         

Beth Ann Brown – 1968

Trustee

   2019   

Independent Consultant

 

Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds

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

Jack M. Fields – 1952

Trustee

   2003   

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

 

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

   230    None

 

59      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

 

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
  

Principal Occupation(s)

During Past 5 Years

  

Number of Funds

in Fund Complex

Overseen by Trustee

  

Other Directorship(s)

Held by Trustee During

Past 5 Years

INDEPENDENT TRUSTEES (CONTINUED)                    
         
Jack M. Fields (Continued)         company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives          
         

Cynthia Hostetler —1962

Trustee

   2017   

Non-Executive Director and Trustee of a number of public and private business corporations

 

Formerly: Director, Aberdeen Investment Funds (4 portfolios); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP

   230    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

   230    Insperity, Inc. (formerly known as Administaff) (human resources provider)
         
Elizabeth Krentzman – 1959 Trustee    2019    Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management – Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP.; Advisory Board Member of the    230    Trustee of the University of Florida National Board Foundation and Audit Committee Member; Member of the Cartica Funds Board of Directors (private investment funds); Member of the University of Florida Law Center Association, Inc. Board of Trustees and Audit Committee Member

 

60      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
  

Principal Occupation(s)

During Past 5 Years

  

Number of Funds

in Fund Complex
Overseen by Trustee

   Other Directorship(s)
Held by Trustee During
Past 5 Years
INDEPENDENT TRUSTEES (CONTINUED)                    

Elizabeth Krentzman

(Continued)

        Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds          
Anthony J. LaCava, Jr. – 1956 Trustee    2019    Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP    230   

Blue Hills Bank; Chairman of Bentley University; Member, Business School Advisory Council;

and Nominating Committee, KPMG LLP

Prema Mathai-Davis – 1950 Trustee    2003   

Retired

 

Co-Owner & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor)

   230    None

Joel W. Motley – 1952

Trustee

   2019   

Director of Office of Finance, Federal Home Loan Bank; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization).

 

Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; and Director of Columbia Equity Financial Corp. (privately held financial advisor)

   230    Director of Greenwall Foundation (bioethics research foundation); Member of Board and Investment Committee of The Greenwall Foundation; Director of Southern Africa Legal Services Foundation; Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism)

Teresa M. Ressel — 1962

Trustee

   2017   

Non-executive director and trustee of a number of public and private business corporations

 

Formerly: Chief Financial Officer, Olayan America, The Olayan Group (international investor/commercial/industrial); Chief Executive Officer, UBS Securities LLC; Group Chief Operating Officer, Americas, UBS AG; Assistant Secretary for Management & Budget and CFO, US Department of the Treasury

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

 

61      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

 

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
  

Principal Occupation(s)

During Past 5 Years

  

Number of Funds

in Fund Complex
Overseen by Trustee

   Other Directorship(s)
Held by Trustee During
Past 5 Years
INDEPENDENT TRUSTEES (CONTINUED)                    
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

   230    Federal Reserve Bank of Dallas
Raymond Stickel, Jr. – 1944 Trustee    2005   

Retired

 

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche

   230    None
Robert C. Troccoli – 1949 Trustee    2016   

Retired

 

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

   230    None
Daniel S. Vandivort –1954 Trustee    2019   

Treasurer, Chairman of the Audit and Finance Committee, and Trustee, Board of Trustees, Huntington Disease Foundation of America; and President, Flyway Advisory Services LLC (consulting and property management).

 

Formerly: Trustee and Governance Chair, of certain Oppenheimer Funds

   230    Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds
James D. Vaughn – 1945 Trustee    2019   

Retired

 

Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds

   230    Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee and Investment Committee member, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit)

Christopher L. Wilson –

1957

Trustee, Vice Chair and Chair Designate

   2017   

Retired

 

Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and

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

 

62      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
  

Principal Occupation(s)

During Past 5 Years

  

Number of Funds

in Fund Complex

Overseen by Trustee

  

Other Directorship(s)

Held by Trustee During

Past 5 Years

INDEPENDENT TRUSTEES (CONTINUED)                    

Christopher L. Wilson

(Continued)

        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          

 

63      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited / 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

   2003   

President, Principal Executive Officer and Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange- Traded Self-Indexed Fund Trust, and Vice President, OppenheimerFunds, Inc.

 

Formerly: Vice President and Principal Financial Officer, The Invesco Funds; Vice President, Invesco AIM Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco AIM Capital Management, Inc. and Invesco AIM Private Asset Management, Inc.; and Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust

   N/A    N/A

Russell C. Burk — 1958

Senior Vice President and

Senior Officer

   2005    Senior Vice President and Senior Officer, The Invesco Funds    N/A    N/A

Jeffrey H. Kupor – 1968

Senior Vice President, Chief

Legal Officer and Secretary

   2018    Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust,    N/A    N/A

 

64      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
   Principal Occupation(s)
During Past 5 Years
   Number of Funds
in Fund Complex
Overseen by Trustee
   Other Directorship(s)
Held by Trustee During
Past 5 Years

OTHER OFFICERS

(CONTINUED)

                   
Jeffrey H. Kupor (Continued)        

Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC

 

Formerly: Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; and Secretary, Sovereign G./P. Holdings Inc.

         

Andrew R. Schlossberg – 1974

Senior Vice President

   2019   

Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, President and Chairman, Invesco Insurance Agency, Inc.

 

Formerly: Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds

   N/A    N/A

 

65      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited / 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)

                   

Andrew R. Schlossberg

(Continued)

        Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC          

John M. Zerr — 1962

Senior Vice President

   2006   

Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Manager, Invesco Specialized Products, LLC; Director and Senior Vice President, Invesco Insurance Agency, Inc.; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent)

 

Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and

   N/A    N/A

 

66      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

Name, Year of Birth and

Position(s) Held with the Trust

  

 Trustee 

 and/or 

 Officer 

 Since 

  

Principal Occupation(s)

During Past 5 Years

   Number of Funds
in Fund Complex
Overseen by Trustee
   Other Directorship(s)
Held by Trustee During
Past 5 Years

OTHER OFFICERS

(CONTINUED)

                   
         
John M. Zerr (Continued)         General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange- Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser)          
         

Gregory G. McGreevey - 1962

Senior Vice President

   2012   

Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; and Senior Vice President, The Invesco Funds; and President, SNW Asset Management Corporation

 

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

   N/A    N/A

 

67      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


TRUSTEES AND OFFICERS Unaudited / 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)

                   

Kelli Gallegos – 1970

Vice President, Principal

Financial Officer and Assistant

Treasurer

   2008   

Assistant Treasurer, Invesco Specialized Products, LLC; Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Principal Financial and Accounting Officer –Pooled Investments, Invesco Capital Management LLC; Vice President and Treasurer, Invesco Exchange- Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust

 

Formerly: Assistant Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange- Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Capital Management LLC; Assistant Vice President, The Invesco Funds

   N/A    N/A

Crissie M. Wisdom – 1969

Anti-Money Laundering

Compliance Officer

   2013   

Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, and Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange- Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.

 

Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. and Invesco Management Group, Inc.

   N/A    N/A

 

68      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

         

Name, Year of Birth and

Position(s) Held with the Trust

    Trustee 
 and/or 
 Officer 
 Since 
  

Principal Occupation(s)

During Past 5 Years

  

Number of Funds

in Fund Complex
Overseen by Trustee

   Other Directorship(s)
Held by Trustee During
Past 5 Years
         
OTHER OFFICERS
(CONTINUED)
                   
         

Robert R. Leveille – 1969

Chief Compliance Officer

   2016   

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

 

Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds

   N/A    N/A

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s Statement of Additional Information for information on the Fund’s sub-advisers.

 

Office of the Fund

   Investment Adviser    Distributor    Auditors

11 Greenway Plaza,

   Invesco Advisers, Inc.    Invesco Distributors, Inc.    PricewaterhouseCoopers

Suite 1000

   1555 Peachtree Street, N.E.    11 Greenway Plaza,    LLP

Houston, TX 77046-1173

   Atlanta, GA 30309    Suite 1000    1000 Louisiana Street,
      Houston, TX    Suite 5800
      77046-1173    Houston, TX 77002-5021

Counsel to the Fund

   Counsel to the    Transfer Agent    Custodian

Stradley Ronon Stevens & Young,

   Independent Trustees    Invesco Investment    JPMorgan Chase Bank

LLP

   Goodwin Procter LLP    Services, Inc.    4 Chase Metro Tech

2005 Market Street,

   901 New York Avenue, N.W.    11 Greenway Plaza,    Center

Suite 2600

   Washington, D.C. 20001    Suite 1000    Brooklyn, NY 11245

Philadelphia, PA 19103-7018

      Houston, TX   
      77046-1173   

 

69      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

INVESCO’S PRIVACY NOTICE

 

 
 

 

Invesco recognizes the importance of protecting your personal and financial information when you visit our website located at www.invesco.com (the “Website”). The following information is designed to help you understand the information collection practices at this Website. We will not sell, share or rent your personally identifiable information to others in contravention of this Privacy Policy. When we refer to ourselves as “we” or “Invesco” in this Privacy Policy, we mean our entire company including our affiliates, such as subsidiaries.

By visiting this Website, you are accepting the practices described in this Privacy Policy. If you do not agree to this policy, you may not use this Website. This Privacy Policy is subject to change without notice, from time to time in our sole discretion. You acknowledge that by accessing the Website after we have posted changes to this Privacy Policy, you are agreeing to this Privacy Policy as modified. Please review the Terms of Use1 to learn of other terms and conditions applicable to your use of the Website.

Please note that this Privacy Policy is not an exclusive statement of our privacy principles across all products and services. Other privacy principles or policies may apply depending on the products or services you obtain from Invesco, or the jurisdiction in which you transact with Invesco.

This Privacy Policy was last updated on May 6, 2018.

Information We Collect and Use

We collect personal information you choose to submit to the Website in order to process transactions requested by you and meet our contractual obligations. For example, you can choose to provide your name, contact information, social security number, or tax identification number in connection with accessing your account, or you can choose to provide your personal information when you fill out a secure account question form. Any information collected about you from the Website can, from time to time, be associated with other identifying information we have about you.

In addition, we may gather information about you automatically through your use of the Website, e.g. your IP address, how you navigate the Website, the organization from which you are accessing the Website, and the websites that you access before and after you visit the Website.

When you access the Website, we may also collect information such as unique device identifiers, your screen resolution and other device settings, information about your location, and analytical information about how you use the device from which you are viewing the Website. Where applicable, we may ask your permission before collecting certain information, such as precise geolocation information.

From time to time, we use or augment the personal information we have about you with information obtained from third parties. For example, we use third party information to confirm contact or financial information or to better understand your interests by associating demographic information from third parties with the information you have provided.

How We Use Personal Information

We use your personal information to respond to your inquiries and provide the products and services you request. We also use your information from time to time to deliver the content and services we believe

 

1 NTD

 

70      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

you will find the most relevant and to provide customer service and support.

We also use the information you provide to further develop and improve our products and services. We aggregate and/or de-identify data about visitors to the Website for various business purposes including product and service development and improvement activities.

How We Share Personal Information

We collaborate with other companies and individuals to perform services for us and on our behalf and we collaborate with our affiliates, other companies and individuals with respect to particular products or services (“Providers”). Examples of Providers include data analysis firms, customer service and support providers, email and SMS vendors, and web-hosting and development companies. Some Providers collect information for us or on our behalf on our Website. These Providers can be provided with access to personal information needed to perform their functions.

We reserve the right to disclose your personal information as required by law, when we believe disclosure is necessary to comply with a regulatory requirement, judicial proceeding, court order or legal process served on us, to protect the safety, rights or property of our customers, the public or Invesco or to enforce the Terms of Use.

If we sell or transfer a business unit (such as a subsidiary) or an asset (such as a website) to another company, we will share your personal information with such company. You will receive notice of such an event and the new entity will inform you of any changes to the practices in this Privacy Policy. If the new entity wishes to make additional use of your information, you have the right to decline such use at that time.

We occasionally disclose aggregate or de-identified data that is not personally identifiable with third parties.

Cookies and Other Tools

Invesco and its Providers collect information about you by using cookies, tracking pixels and other technologies. We use this information to better understand, customize and improve user experience with our websites, services and offerings as well as to manage our advertising. For example, we use web analytics services that use these technologies to gather information to help us understand how visitors engage with and navigate our Website, e.g., how and when pages in a site are visited and by how many visitors. We are also able to offer our visitors a more customized, relevant experience on our sites using these technologies by delivering content and functionality based on your preferences and interests.

Depending on their purpose, some cookies will only operate for the length of a single browsing session, while others have a longer life span to ensure that they fulfill their longer-term purposes. Your web browser can be set to allow you to control whether you will accept cookies or reject cookies, to notify you each time a cookie is sent to your browser, or to delete cookies that have already been set. If your browser is set to reject cookies, certain aspects of the Website that are cookie-enabled will not recognize you when you return to the website, and some Website functionality may be lost. The “Help” section of your browser may tell you how to prevent your browser from accepting cookies. To find out more about cookies, visit www.aboutcookies.org.

 

71      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


  

INVESCO’S PRIVACY NOTICE Continued

 

  

 

 

Security

No data transmission over the internet can be 100% secure, so Invesco cannot ensure or warrant the security of any information you submit to us on this Website. However, Invesco seeks to protect your personal information from unauthorized access or use when you transact business on our Website using technical, administrative and procedural measures. Invesco makes no representation as to the reasonableness, efficacy, or appropriateness of the measures we use to safeguard such information.

Users are responsible for maintaining the secrecy of their own passwords. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of any account you might have with us has been compromised), please immediately notify us by contacting us as specified below.

Transfer of Data to Other Countries

Any information you provide to Invesco through use of the Website may be stored and processed, transferred between and accessed from the United States, Canada and other countries which do not guarantee the same level of protection of personal information as the one in which you reside. However, Invesco will handle your personal information in accordance with this Privacy Policy regardless of where your personal information is stored/accessed.

Children’s Privacy

We are committed to protecting the privacy of children. We do not knowingly collect personal information from children under the age of 18. If you are under the age of 18, do not provide us with any personal information.

Contact Us

Please contact us if you have any questions or concerns about your personal information or require assistance in managing your choices.

Invesco Ltd.

1555 Peachtree St. NE

Atlanta, GA 30309

By phone:

(404) 439-3236

By fax:

(404) 962-8288

By email:

Anne.Gerry@invesco.com

Please update your account information by logging in or contact us by email or telephone as specified above to update your account information whenever such information ceases to be complete or accurate.

You may also contact us to:

 

72      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


• Request that we amend, rectify, delete or update the personal data we hold about you;

• Where possible (e.g. in relation to marketing) amend or update your choices around processing;

• Request a copy of personal data held by us.

Disclaimer

Where the Website contains links to third-party websites/content/services that are not owned or controlled by Invesco, Invesco is not responsible for how these properties operate or treat your personal information so we recommend that you read the privacy policies and terms associated with these third party properties carefully.

 

73      INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND


 

 

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Explore High-Conviction Investing with Invesco

 

 

 

LOGO

Go paperless with eDelivery

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

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

  Fund reports and prospectuses

  Quarterly statements

  Daily confirmations

  Tax forms

 

 

Invesco mailing information

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

 

 

 

 

 

LOGO

        

   Invesco Distributors, Inc.    O-ISMC-AR- 1        10282019


ITEM 2.

CODE OF ETHICS.

There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial experts are David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Elizabeth Krentzman, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr., Robert C. Troccoli and James Vaughn. David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Elizabeth Krentzman, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr., Robert C. Troccoli and James Vaughn are “independent” within the meaning of that term as used in Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

During the reporting period, PricewaterhouseCoopers LLC (“PwC”) advised the Audit Committee of the following matters for consideration under the SEC’s auditor independence rules. PwC advised the Audit Committee that a PwC Senior Associate, a PwC Manager and a PwC Director each held financial interests in investment companies within the Invesco Fund Complex that were inconsistent with the requirements of Rule 2-01(c)(1) of Regulation S-X. PwC noted, among other things, that during the time of its audit, the engagement team was not aware of the investments (or with respect to the PwC Senior Associate and one PwC Manager. was not aware until after the investments were confirmed as SEC exceptions), the individuals were not in the chain of command of the audit or the audit partners of Invesco or the affiliate of the Registrant, the services each individual provided were not relied upon by the audit engagement team with respect to the audit of the Registrant or its affiliates (or with respect to the PwC Senior Associate, the services were performed by an individual who did not have decision-making responsibilities for matters that materially affected the audit and were reviewed by team members at least two levels higher than the PwC Senior Associate), and the investments were not material to the net worth of each individual or their respective immediate family members which PwC considered in reaching its conclusion. PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by these matters as they related to the audit of the Registrant.

On May 24, 2019, certain investment advisor subsidiaries of Invesco Ltd. assumed management responsibility from Oppenheimer Funds, Inc. (“OFI”) for 83 open-end mutual funds and 20 exchange-traded funds (collectively, the “Oppenheimer Funds”). Assumption of management responsibility for the Oppenheimer Funds was accomplished through the reorganization of each Oppenheimer Fund into a new Invesco shell fund (collectively, the “New Invesco Funds”) that did not have pre-existing assets (together, the “Reorganizations”). The Reorganizations were part of the acquisition by Invesco Ltd. (together with its subsidiaries, “Invesco”) of the asset management business of OFI (including the Oppenheimer Funds) from Massachusetts Mutual Life Insurance Company (“MassMutual”), which was also consummated on May 24, 2019 (the “Acquisition”). Subsequent to the Acquisition, MassMutual became a significant shareholder of Invesco, and the Invesco Ltd. board of directors expanded by one director with the addition of a director selected by MassMutual.

Prior to the consummation of the Acquisition and the Reorganizations on May 24, 2019, PwC completed an independence assessment to evaluate the services and relationships with OFI and its affiliates, which became affiliates of Invesco upon the closing of the Acquisition. The assessment identified the following


relationship and services that are inconsistent with the auditor independence rules under Rule 2-01 of Regulation S-X (“Rule 2-01”) if provided to an affiliate of an audit client. A retired PwC partner who receives a benefit from PwC that is not fully funded, served as a member of Audit Committee of the Boards of Trustees of certain Oppenheimer Funds prior to the Acquisition (the “Pre-Reorganization Relationship”). Additionally, PwC provided certain non-audit services including, expert legal services to one Oppenheimer Fund, custody of client assets in connection with payroll services, a non-audit service performed pursuant to a success-based fee, non-audit services in which PwC acted as an advocate on behalf of a MassMutual foreign affiliate and certain employee activities undertaken in connection with the provision of non-audit services for MassMutual and certain MassMutual foreign affiliates (collectively, the “Pre-Reorganization Services”).

PwC and the Audit Committees of the New Invesco Funds each considered the impact that the Pre-Reorganization Relationship and Services have on PwC’s independence with respect to the New Invesco Funds. On the basis of the nature of the relationship and services performed, and in particular the mitigating factors described below, PwC concluded that a reasonable investor, possessing knowledge of all the relevant facts and circumstances regarding the Pre-Reorganization Relationship and Services, would conclude that the Pre-Reorganization Relationship and Services do not impair PwC’s ability to exhibit the requisite objectivity and impartiality to report on the financial statements of the New Invesco Funds for the years ending May 31, 2019 – April 30, 2020 (“PwC’s Conclusion”).

The Audit Committees of the Boards of Trustees of the New Invesco Funds, based upon PwC’s Conclusion and the concurrence of Invesco, considered the relevant facts and circumstances including the mitigating factors described below and, after careful consideration, concluded that PwC is capable of exercising objective and impartial judgment in connection with its audits of the financial statements of the New Invesco Funds that the respective Boards of Trustees oversee.

Mitigating factors that PwC and the Audit Committees considered in reaching their respective conclusions included, among others, the following factors:

 

none of the Pre-Reorganization Relationship or Services created a mutuality of interest between PwC and the New Invesco Funds;

 

PwC will not act in a management or employee capacity for the New Invesco Funds or their affiliates during any portion of PwC’s professional engagement period;

 

other than the expert legal services, Pre-Reorganization Services that have been provided to OFI, MassMutual and their affiliates do not have any impact on the financial statements of the New Invesco Funds;

 

as it relates to the expert legal services, while the service provided by PwC related to litigation involving one Oppenheimer Fund, the impact of the litigation on the Oppenheimer Fund’s financial statements was based upon OFI’s decision, and OFI management represented that the PwC service was not considered a significant component of its decision;

 

while certain employees of OFI who were involved in the financial reporting process of the Oppenheimer Funds will be employed by Invesco subsequent to the Reorganizations, existing officers of other Invesco Funds will serve as Principal Executive Officer and Principal Financial Officer or equivalent roles for the New Invesco Funds, and are ultimately responsible for the accuracy of all financial statement assertions for the entirety of the financial reporting periods for the New Invesco Funds;

 

the Pre-Reorganization Services giving rise to the lack of independence were provided to, or entered into with, OFI, MassMutual and their affiliates at a time when PwC had no independence restriction with respect to these entities;


 

with the exception of the expert legal service provided to one Oppenheimer Fund, none of the Pre-Reorganization Services affected the operations or financial reporting of the New Invesco Funds;

 

the Pre-Reorganization Services provided by PwC to OFI, MassMutual and their affiliates were performed by persons who were not, and will not be, part of the audit engagement team for the New Invesco Funds; and

 

the fees associated with the Pre-Reorganization Services were not material to MassMutual, Invesco or PwC.

(a) to (d)

Fees Billed by PwC Related to the Registrant

PwC billed the series of the Registrant with a fiscal year end of August 31, 2019 (each a “Fund”) aggregate fees for services rendered to these Funds as shown in the following table. Each Fund is newly organized and was created, respectively, for the purpose of acquiring the assets and liabilities of a corresponding predecessor fund (each, a “Reorganization”). Each Reorganization was consummated after the close of business on May 24, 2019, prior to which each Fund had not yet commenced operations. Accordingly, the information shown in the following table has been provided for the periods since each Fund’s commencement of operations. The Audit Committee pre-approved all audit and non-audit services provided to the Funds.

 

     Fees Billed for Services Rendered to
the Registrant for fiscal year end 2019
      

Audit Fees

   $ 37,990  

Audit-Related Fees

   $ 0  

Tax Fees(1)

   $ 5,740  

All Other Fees

   $ 0  
  

 

 

 

Total Fees

   $ 43,730  

(g) PwC billed the Registrant aggregate non-audit fees of $5,740 for the fiscal year ended August 31, 2019

 

 

 

  (1)

Tax Fees for the fiscal year ended August 31, 2019 include fees billed for reviewing tax returns and/or services related to tax compliance.

Fees Billed by PwC Related to Invesco and Invesco Affiliates

PwC billed Invesco Advisers, Inc. (“Invesco”), each Fund’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to each Fund (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the periods since each Fund’s commencement of operations as shown in the following table. The Audit Committee pre-approved all non-audit services provided to Invesco and Invesco Affiliates.


 

Fees Billed for Non-Audit Services Rendered to Invesco and Affiliates
for fiscal year end 2019 That Were
Required

to be Pre-Approved

by the Registrant’s

Audit Committee

 

Audit-Related Fees(1)

  $    690,000

Tax Fees

  $               0

All Other Fees

  $               0

Total Fees

  $    690,000

 

 

 

(1)

Audit-Related Fees for the fiscal year ended August 31, 2019 include fees billed related to reviewing controls at a service organization.

 

(e)(2)

 

There were no amounts that were pre-approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Including the fees for services not required to be pre-approved by the registrant’s audit committee, PwC billed Invesco and Invesco Affiliates aggregate non-audit fees of $3,901,000 for the fiscal year ended August 31, 2019 for non-audit services rendered to Invesco and Invesco Affiliates.

PwC provided audit services to the Investment Company complex of approximately $34 million.

(h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence.

(e)(1)

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

POLICIES AND PROCEDURES

As adopted by the Audit Committees

of the Invesco Funds (the “Funds”)

Last Amended March 29, 2017

 

  I.

Statement of Principles

The Audit Committees (the “Audit Committee”) of the Boards of Trustees of the Funds (the “Board”) have adopted these policies and procedures (the “Procedures”) with respect to the pre-approval of audit and non-audit services to be provided by the Funds’ independent auditor (the “Auditor”) to the Funds, and to the Funds’ investment adviser(s) and any entity controlling, controlled by, or under common control with the investment adviser(s) that provides ongoing services to the Funds (collectively, “Service Affiliates”).

Under Section 202 of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule 2-01 of Regulation S-X requires that the Audit Committee also pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds (a “Service Affiliate’s Covered Engagement”).

These Procedures set forth the procedures and the conditions pursuant to which the Audit Committee may pre-approve audit and non-audit services for the Funds and a Service Affiliate’s Covered Engagement pursuant to rules and regulations of the Securities and Exchange


Commission (“SEC”) and other organizations and regulatory bodies applicable to the Funds (“Applicable Rules”).1 They address both general pre-approvals without consideration of specific case-by-case services (“general pre-approvals”) and pre-approvals on a case-by-case basis (“specific pre-approvals”). Any services requiring pre-approval that are not within the scope of general pre-approvals hereunder are subject to specific pre-approval. These Procedures also address the delegation by the Audit Committee of pre-approval authority to the Audit Committee Chair or Vice Chair.

 

  II.

Pre-Approval of Fund Audit Services

The annual Fund audit services engagement, including terms and fees, is subject to specific pre-approval by the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.

In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specifically pre-approve engagements for other audit services, which are those services that only an independent auditor reasonably can provide. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.

 

  III.

General and Specific Pre-Approval of Non-Audit Fund Services

The Audit Committee will consider, at least annually, the list of General Pre-Approved Non-Audit Services which list may be terminated or modified at any time by the Audit Committee. To inform the Audit Committee’s review and approval of General Pre-Approved Non-Audit Services, the Funds’ Treasurer (or his or her designee) and Auditor shall provide such information regarding independence or other matters as the Audit Committee may request.

Any services or fee ranges that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval. Each request for specific pre-approval by the Audit Committee for services to be provided by the Auditor to the Funds must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, and other relevant information sufficient to allow the Audit Committee to consider whether to pre-approve such engagement, including evaluating whether the provision of such services will impair the independence of the Auditor and is otherwise consistent with Applicable Rules.

 

  IV.

Non-Audit Service Types

The Audit Committee may provide either general or specific pre-approval of audit-related, tax or other services, each as described in more detail below.

 

  a.

Audit-Related Services

  

 

1 Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable to closed-end funds managed by Invesco and listed on NYSE.


“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by an independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; services related to mergers, acquisitions or dispositions; compliance with ratings agency requirements and interfund lending activities; and assistance with internal control reporting requirements.

 

  b.

Tax Services

“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will not approve proposed services of the Auditor which the Audit Committee believes are to be provided in connection with a service or transaction initially recommended by the Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisers as necessary to ensure the consistency of tax services rendered by the Auditor with the foregoing policy. The Auditor shall not represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.

Each request to provide tax services under either the general or specific pre-approval of the Audit Committee will include a description from the Auditor in writing of (i) the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written, or otherwise) between the Auditor and the Funds, relating to the service; and (ii) any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor (or an affiliate of the Auditor) and any person (other than the Funds or Service Affiliates receiving the services) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will also discuss with the Audit Committee the potential effects of the services on the independence of the Auditor, and document the substance of its discussion with the Audit Committee.

 

  c.

Other Services

The Audit Committee may pre-approve other non-audit services so long as the Audit Committee believes that the service will not impair the independence of the Auditor. Appendix I includes a list of services that the Auditor is prohibited from performing by the SEC rules. Appendix I also includes a list of services that would impair the Auditor’s independence unless the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements.


  V.

Pre-Approval of Service Affiliate’s Covered Engagements

Rule 2-01 of Regulation S-X requires that the Audit Committee pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds, defined above as a “Service Affiliate’s Covered Engagement”.

The Audit Committee may provide either general or specific pre-approval of any Service Affiliate’s Covered Engagement, including for audit-related, tax or other services, as described above, if the Audit Committee believes that the provision of the services to a Service Affiliate will not impair the independence of the Auditor with respect to the Funds. Any Service Affiliate’s Covered Engagements that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval.

Each request for specific pre-approval by the Audit Committee of a Service Affiliate’s Covered Engagement must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, a description of the current status of the pre-approval process involving other audit committees in the Invesco investment company complex (as defined in Rule 2-201 of Regulation S-X) with respect to the proposed engagement, and other relevant information sufficient to allow the Audit Committee to consider whether the provision of such services will impair the independence of the Auditor from the Funds. Additionally, the Funds’ Treasurer (or his or her designee) and the Auditor will provide the Audit Committee with a statement that the proposed engagement requires pre-approval by the Audit Committee, the proposed engagement, in their view, will not impair the independence of the Auditor and is consistent with Applicable Rules, and the description of the proposed engagement provided to the Audit Committee is consistent with that presented to or approved by the Invesco audit committee.

Information about all Service Affiliate engagements of the Auditor for non-audit services, whether or not subject to pre-approval by the Audit Committee, shall be provided to the Audit Committee at least quarterly, to allow the Audit Committee to consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds. The Funds’ Treasurer and Auditor shall provide the Audit Committee with sufficiently detailed information about the scope of services provided and the fees for such services, to ensure that the Audit Committee can adequately consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds.

 

  VI.

Pre-Approved Fee Levels or Established Amounts

Pre-approved fee levels or ranges for audit and non-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under general pre-approval or specific pre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum pre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specific pre-approval by the Audit Committee before payment of any additional fees is made.


  VII.

Delegation

The Audit Committee hereby delegates, subject to the dollar limitations set forth below, specific authority to its Chair, or in his or her absence, Vice Chair, to pre-approve audit and non-audit services proposed to be provided by the Auditor to the Funds and/or a Service Affiliate’s Covered Engagement, between Audit Committee meetings. Such delegation does not preclude the Chair or Vice Chair from declining, on a case by case basis, to exercise his or her delegated authority and instead convening the Audit Committee to consider and pre-approve any proposed services or engagements.

Notwithstanding the foregoing, the Audit Committee must pre-approve: (a) any non-audit services to be provided to the Funds for which the fees are estimated to exceed $500,000; (b) any Service Affiliate’s Covered Engagement for which the fees are estimated to exceed $500,000; or (c) any cost increase to any previously approved service or engagement that exceeds the greater of $250,000 or 50% of the previously approved fees up to a maximum increase of $500,000.

 

  VIII.

Compliance with Procedures

Notwithstanding anything herein to the contrary, failure to pre-approve any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X shall not constitute a violation of these Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements are pre-approved in compliance with these Procedures. The Funds’ Treasurer will immediately report to the Chair of the Audit Committee, or the Vice Chair in his or her absence, any breach of these Procedures that comes to the attention of the Funds’ Treasurer or any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

On at least an annual basis, the Auditor will provide the Audit Committee with a summary of all non-audit services provided to any entity in the investment company complex (as defined in section 2-01(f)(14) of Regulation S-X, including the Funds and Service Affiliates) that were not pre-approved, including the nature of services provided and the associated fees.

 

  IX.

Amendments to Procedures

All material amendments to these Procedures must be approved in advance by the Audit Committee. Non-material amendments to these Procedures may be made by the Legal and Compliance Departments and will be reported to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.


Appendix I

Non-Audit Services That May Impair the Auditor’s Independence

The Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services:

 

   

Management functions;

   

Human resources;

   

Broker-dealer, investment adviser, or investment banking services;

   

Legal services;

   

Expert services unrelated to the audit;

   

Any service or product provided for a contingent fee or a commission;

   

Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance;

   

Tax services for persons in financial reporting oversight roles at the Fund; and

   

Any other service that the Public Company Oversight Board determines by regulation is impermissible.

An Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services unless it is reasonable to conclude that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements:

 

   

Bookkeeping or other services related to the accounting records or financial statements of the audit client;

   

Financial information systems design and implementation;

   

Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

   

Actuarial services; and

   

Internal audit outsourcing services.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.


Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

Not applicable.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

As of October 22, 2019, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (“Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of October 22, 2019, the Registrant’s disclosure controls and procedures were reasonably designed so as to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.

 

  (b)

There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.


ITEM 13.

EXHIBITS.

 

  13(a) (1)

Code of Ethics.

 

  13(a) (2)

Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

 

  13(a) (3)

Not applicable.

 

  13(a) (4)

Registrant’s Independent Public Accountant, attached as Exhibit 99.ACCT

 

  13(b)

Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:      AIM International Mutual Funds (Invesco International Mutual Funds)

 

By:

 

/s/ Sheri Morris

 

Sheri Morris

 

Principal Executive Officer

Date:

 

November 7, 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:

 

November 7, 2019

By:

 

/s/ Kelli Gallegos

 

Kelli Gallegos

 

Principal Financial Officer

Date:

 

November 7, 2019