LOGO               

Invesco Annual Report to Shareholders

 

August 31, 2022

 

BKLN   Invesco Senior Loan ETF

 

 


 

Table of Contents

 

The Market Environment    3
Management’s Discussion of Fund Performance    5
Liquidity Risk Management Program    8
Schedule of Investments   

Invesco Senior Loan ETF (BKLN)

   9
Statement of Assets and Liabilities    14
Statement of Operations    15
Statement of Changes in Net Assets    16
Financial Highlights    17
Notes to Financial Statements    18
Report of Independent Registered Public Accounting Firm    27
Fund Expenses    28
Tax Information    29
Trustees and Officers    30
Approval of Investment Advisory and Sub-Advisory Contracts    40

 

 

  2  

 


 

The Market Environment

 

 

 

Bank Loans

During the fiscal year covered by this report, the senior loan market was characterized by risk aversion in reaction to escalating geopolitical turmoil in Ukraine, persistent inflation, rapidly escalating interest rate expectations, rising energy prices, and a softening economic growth outlook. The confluence of these various pressures drove flows out of capital markets and caused risk premia to widen. Despite these circumstances, loans continued to outperform other risk assets through the end of the fiscal year. Loans’ relative resilience to intensifying market headwinds served as a lower volatility asset class that features defensive positioning within issuers’ capital structures and has delivered strong yields over the recent fiscal period, yields which tend to grow as rates ascend. The last few months of the fiscal year saw a reversal in overall market performance, with the broad loan market up from the second quarter of 2022 lows. Senior loans’ defensive positioning at the top of the capital structure and floating rate feature benefited the asset class during these bouts of risk aversion and inflation jitters, while the current, relatively high, level of coupons helped the asset class maintain stable performance during the fiscal year relative to traditional asset classes.

Senior loans returned 0.18%, as represented by the Credit Suisse Leveraged Loan Index during the Fund’s fiscal year.1 Throughout the 2021 calendar year risk assets performed well, and loans were no exception—returning 5.40%.1 The first month of 2022 continued this trend, however geopolitical turmoil and inflation began to influence performance by February. Loans suffered a weak second quarter of 2022, down 4.35%,1 driven largely by technical factors and not fundamentals. In particular, the risk-off sentiment in other markets led to retail outflows and more importantly, a lack of new collateralized loan obligation (CLO) creation (which represents 65% of loan demand) in May and June of 2022. At their low point, loan prices as of June 30, 2022, were implying a 7.9%1 default rate in the market, in excess of forecasted rates for 2023, and the rolling 12-month default rate. This has been fairly typical of other historical selloffs where the market overshoots compensating investors for actual defaults and then rallies sharply as buyers step in. Since the end of June 2022, CLO creation has come back in earnest, driving prices sharply higher. Loans were up 1.87% in July and another 1.53% in August, bringing the average price to $94.19.1 Loans are down 1.17% year-to-date and have outperformed high yield bonds by approximately 900 basis points (bps).1,3 In addition to CLO buyers, we believe regular way cash buyers have recognized that the market was overcompensating them for defaults and have stepped in, viewing this as a buying opportunity. During the fiscal year, BB-, B- and CCC-rated loans returned 1.46%, 0.46% and -6.04%, respectively.1 Energy was the best performing sector, returning 4.84% for the fiscal year, while consumer durables was the worst performing sector, returning -5.53%.1

The loan market continues to benefit from strong supportive fundamental backdrops. As of the first quarter of 2022, overall leverage for loan issuers (excluding gaming and transportation) declined for a fourth consecutive quarter, while at the same time corporate profits have remained robust.4 The second quarter of 2022 saw interest coverage ratios reach a record high, despite continued rising rates.5 With approximately 0.5% of the market trading at distressed levels and minimal near-term maturity challenges, we believe the market is poised to experience relatively low defaults for the foreseeable future as is historically typical following peaks in default rates (absent any drastic changes in earnings/liquidity conditions). Spreads and yields remain robust, with the average loan coupon now surpassing the average coupon for high-yield bonds for the first time on record.4 We anticipate that this will benefit current investors and drive-up potential demand.

As of August 31, 2022, the 12-month default rate was 0.60%.2 Issuer fundamentals ended the most recent quarter with a strong ability to service their debt, even in a rising rate environment. Interest coverage ratios are near their highs, currently 4.3x,5 so companies have sufficient ability to absorb higher rates. Additionally, leverage levels have returned to pre-pandemic levels as borrowers have repaired their balance sheets and pushed out their maturities. As of June 30, 2022, only 2.6% of outstanding loans mature in the next 18 months so there is little refinancing risk in the market.4 The average price in the senior loan market was $94.19 as of August 31, 2022.1 Given the price of senior loans at the end of the fiscal year, they provided a 9.24% yield (represented by the yield to 3-year life).1

 

1 

Source: Credit Suisse Leveraged Loan Index

2 

Source: Morningstar LSTA Leveraged Loan Index

3 

Source: Credit Suisse High Yield Index

4 

Source: JP Morgan

5 

Source: Pitchbook LCD

Fixed Income

In the fourth quarter of 2021, concerns about inflation heightened as US inflation rose 7%,1 its highest level in nearly 40 years. Though the US Federal Reserve (the Fed) left policy rates unchanged in the quarter, the Fed indicated its accommodative policies were coming to an end in 2022 through a willingness to raise interest rates to combat inflation and the announced reduction of its monthly bond purchase program. Additionally, US interest rate moves and inflation risk significantly affected fixed income valuations during the quarter. The two-year Treasury yield rose moderately from 0.27% to 0.73%, while the 10-year increased slightly from 1.48% to 1.52% during the quarter.2 The yield curve, as measured by the yield differential between two- and 10-year Treasuries, flattened during the quarter.

At the beginning of 2022, geopolitical and economic tensions between Ukraine and Russia culminated with the latter invading Ukrainian territory. World leaders levied sanctions against Russia

 

 

  3  

 


 

The Market Environment (continued)

 

 

 

Fixed Income (continued)

that had material effects on its fixed income markets, particularly sovereign debt, corporates and levels of liquidity. The Russia-Ukraine war exacerbated inflationary pressures while also exerting downward pressure on economic growth through a surge in commodity/energy prices. Additionally, surges of COVID-19 in China exacerbated supply chain issues and aggravated inflation. During the second quarter of 2022, the two-year Treasury yield rose significantly from 0.78% to 2.28%, while the 10-year increased moderately from 1.63% to 2.32%.2

In the second quarter of 2022, the macro backdrop of tightening financial conditions and slowing economic growth was negative for credit asset classes. Inflation, as measured by the Consumer Price Index, increased further to 9.1%1 and fixed income markets felt the impact of rising interest rates. Bond sectors experienced negative performance ranging from -0.9% (Bloomberg Asset-Backed Securities) to -9.8% (Bloomberg US Corporate High Yield).3 Credit spreads increased across all major credit-sensitive sectors, reflecting anticipation of an economic slowdown and increasing concerns about recession risk, with corporate spreads ending the second quarter above their long-term historical average. The Fed continued its rapid tightening of monetary policy in an effort to combat inflation via higher interest rates while simultaneously engineering a soft landing so as to not push the economy into a recession. The Fed aggressively raised its key fed funds rate during the period, including a 0.50% hike in May, a 0.75% hike in June (the largest since 1994), and an additional 0.75% hike in July to a target range of 2.25-2.50%. We believe that the Fed is unlikely to pivot from its hawkish policies, and we expect the Fed will increase the target range to 3.50-3.75% by the end of the year followed by a 0.50% cut in 2023. While rates remained elevated across all maturities on the yield curve, the two-year Treasury rates increased from 2.92% to 3.45% during the last 2-month period in the fiscal year, while 10-year Treasury rates increased from 3.04% to 3.15% over the same period.2 At the end of the fiscal year, the yield curve remained inverted, which historically has been an indicator of a potential recession.

 

1 

Source: US Bureau of Labor Statistics

2 

Source: US Department of the Treasury

3 

Source: Bloomberg

 

 

  4  

 


 

 

BKLN    Management’s Discussion of Fund Performance
   Invesco Senior Loan ETF (BKLN)

 

As an index fund, the Invesco Senior Loan ETF (the “Fund”) is passively managed and seeks to track the investment results (before fees and expenses) of the Morningstar LSTA US Leveraged Loan 100 Index (formerly named the S&P/LSTA U.S. Leveraged Loan 100 Index) (the “Index”). The Fund generally will invest at least 80% of its total assets in the components of the Index.

Strictly in accordance with its guidelines and mandated procedures, Morningstar, Inc. (the “Index Provider”) compiles, maintains and calculates the Index, which tracks the market value weighted performance of the largest institutional leveraged loans based on market weightings, spreads and interest payments. Pursuant to a benchmark administration agreement with the Index Provider, S&P Dow Jones Indices LLC serves as the benchmark administrator for the Index. The Fund’s adviser, Invesco Capital Management LLC, and the Fund’s sub-adviser, Invesco Senior Secured Management, Inc., define senior loans to include loans referred to as leveraged loans, bank loans and/or floating rate loans. Banks and other lending institutions generally issue senior loans to corporations, partnerships or other entities (“borrowers”). These borrowers operate in a variety of industries and geographic regions, including foreign countries.

Senior loans often are issued in connection with recapitalizations, acquisitions, leveraged buyouts and re-financings. Senior loans typically are structured and administered by a financial institution that acts as agent for the lenders in the lending group. The Fund generally will purchase loans from banks or other financial institutions through assignments or participations. The Fund may acquire a direct interest in a loan from the agent or another lender by assignment or an indirect interest in a loan as a participation in another lender’s portion of a loan. The Fund generally will sell loans it holds by way of an assignment, but may sell participation interests in such loans at any time to facilitate its ability to fund redemption requests.

To be included in the Index, leveraged loans must be senior secured, denominated in U.S. dollars and must have a minimum initial term of one year and a minimum par amount of $50 million. A leveraged loan is rated below investment grade quality or is unrated but deemed to be of comparable quality. The Fund will invest in loans that are expected to be below investment grade quality and to bear interest at a floating rate that periodically resets. The Index may include, and the Fund may acquire and retain, loans of borrowers that are in default. The Fund does not purchase all of the securities in the Index; instead, the Fund utilizes a “sampling” methodology to seek to achieve its investment objective.

For the fiscal year ended August 31, 2022, on a market price basis, the Fund returned (1.99)%. On a net asset value (“NAV”) basis, the Fund returned (1.54)%. During the same time period, the Index returned (0.47)%. During the fiscal year, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses incurred by the Fund during the period, as well as a negative impact from the Fund’s sampling methodology. The Fund’s allocation to cash to manage liquidity, as needed, also resulted in a drag on overall performance.

During this same time period, the Morningstar LSTA US Leveraged Loan Index (the “Benchmark Index”) returned 0.37%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,500 securities. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S leveraged loan market.

The majority of the Fund’s underperformance, on a NAV basis, relative to the Benchmark Index during the period can be attributed to the Fund’s fees and operating expenses, as well as the higher average credit quality of the Fund’s holdings versus those of the Benchmark Index during the period in which loans with higher credit quality underperformed lower credit quality loans. The Fund’s underweight allocation to lower rated loans relative to the benchmark detracted from its performance.

For the fiscal year ended August 31, 2022, the cable & satellite television industry contributed most significantly to the Fund’s return, followed by the food service and lodging & casinos industries, respectively. The health care industry detracted most significantly from the Fund’s return during the period.

Positions that contributed most significantly to the Fund’s return for the fiscal year ended August 31, 2022, included IRB Holding Corp., 2022 Term Loan, a food service company (portfolio average weight of 1.62%), and CSC Holdings, LLC, a cable & satellite television company (portfolio average weight of 1.82%). The position that detracted most significantly from the Fund’s return was Diamond Sports Holdings, LLC, a radio & television company (portfolio average weight of 0.40%).

 

Credit Quality Rating Breakdown*
(% of the Fund’s Net Assets)
as of August 31, 2022
 
Baa1      0.93  
Baa3      3.44  
Ba1      11.27  
Ba2      7.90  
Ba3      9.91  
B1      24.61  
B2      30.85  
B3      4.68  
Caa2      0.80  
NR      1.75  
Money Market Fund Plus Other Assets Less Liabilities      3.86  

 

*

Source: Moody’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from Aaa (highest) to C (lowest); ratings are subject to change without notice. “NR” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Moody’s rating methodology, please visit moodys.com and select “Methodologies & Frameworks” under “Ratings & Assessments” on the homepage.

 

 

  5  

 


 

Invesco Senior Loan ETF (BKLN) (continued)

 

Top Ten Fund Holdings*
(% of the Fund’s Net Assets)
as of August 31, 2022
 
Security

 

Peraton Corp., First Lien Term Loan B, 6.27%, 02/01/2028      1.87  
McAfee LLC, First Lien Term Loan B, 6.16%, 03/01/2029      1.69  
Mozart Debt Merger Sub, Inc., Term Loan, 5.77%, 10/01/2028      1.58  
athenahealth, Inc., Term Loan B, 5.80%, 01/26/2029      1.56  
Bass Pro Group LLC, Term Loan B-2, 6.27%, 03/06/2028      1.50  
CenturyLink, Inc., Term Loan B, 4.77%, 03/15/2027      1.44  
United Airlines, Inc., Term Loan B, 6.53%, 04/21/2028      1.42  
Ultimate Software Group Inc., Term Loan, 4.75%, 05/04/2026      1.41  
Caesars Resort Collection LLC, Term Loan B, 5.27%, 12/23/2024      1.34  
Gainwell Holding Corp., Term Loan B, 6.25%, 10/01/2027      1.30  
Total      15.11  

 

*

Excluding money market fund holdings.

Growth of a $10,000 Investment

 

LOGO

Fund Performance History as of August 31, 2022

 

    1 Year    

3 Years

Average
Annualized

   

3 Years

Cumulative

   

5 Years

Average
Annualized

   

5 Years

Cumulative

   

10 Years

Average
Annualized

   

10 Years

Cumulative

          Fund Inception  
Index         Average
Annualized
    Cumulative  
Morningstar LSTA US Leveraged Loan 100 Index (USD)     (0.47 )%      2.61     8.03     3.17     16.89     3.39     39.61       3.47     47.94
Morningstar LSTA US Leveraged Loan Index (USD)     0.37       3.16       9.77       3.53       18.96       3.89       46.42         3.90       55.28  
Fund                    
NAV Return     (1.54     1.24       3.78       2.06       10.74       2.48       27.73         2.66       35.24  
Market Price Return     (1.99     1.11       3.37       1.98       10.28       2.40       26.82         2.58       34.01  

 

 

  6  

 


 

Invesco Senior Loan ETF (BKLN) (continued)

 

Fund Inception: March 3, 2011

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See the current prospectus for more information. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2024. According to the Fund’s current prospectus, the Fund’s expense ratio of 0.66% (0.65% after fee waiver) includes the unitary management fee of 0.65% and acquired fund fees and expenses of 0.01%. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table

above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invesco.com/ETFs to find the most recent month-end performance numbers.

Performance results for the indexes stated above are based upon a hypothetical investment in their respective constituent securities. The returns of an index do not represent Fund returns. An investor cannot invest directly in an index. The indexes do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

Notes Regarding Indexes and Fund Performance History:

 

-

Average Annualized and Cumulative Inception returns for the Fund and indexes are based on the inception date of the Fund.

 

 

  7  

 


 

 

Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Board of Trustees of the Fund (the “Board”) has appointed Invesco Capital Management LLC (“Invesco”), the Fund’s investment adviser, as the Program’s administrator, and Invesco has delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), which is composed of senior representatives from relevant business groups at Invesco and its affiliates.

As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account, as relevant to the Fund’s liquidity risk: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements, including the terms of the Fund’s credit facility and the financial health of the institution providing the credit facility; (4) the relationship between the Fund’s portfolio liquidity and the way in which, and the prices and spreads at which, Fund shares trade, including the efficiency of the arbitrage function and the level of active participation by market participants, including authorized participants; and (5) the effect of the composition of baskets on the overall liquidity of the Fund’s portfolio. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid,” “Moderately Liquid,” “Less Liquid,” and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” that are assets (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board and the SEC (on a non-public basis) as required by the Program and the Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” that are assets (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and the Program also require reporting to the Board and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.

At a meeting held on March 15, 2022, the Committee presented a report to the Board that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from January 1, 2021 through December 31, 2021 (the “Program Reporting Period”). The Report discussed notable events affecting liquidity over the Program Reporting Period, including the impact of the coronavirus pandemic on the Funds and the overall market. The Report noted that there were no material changes to the Program during the Program Reporting Period.

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

 

 

The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal;

 

 

The Fund’s investment strategy remained appropriate for an open-end fund;

 

 

The Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund;

 

 

The Fund did not breach the 15% limit on Illiquid Investments; and

 

 

The Committee had established an HLIM for the Fund and the Fund complied with its HLIM.

 

    8    

 

 

 

 


 

Invesco Senior Loan ETF (BKLN)

August 31, 2022

Schedule of Investments

 

     Interest
Rate
           Maturity
Date
           Principal
Amount
(000)
           Value  

Variable Rate Senior Loan Interests-92.10%(a)(b)

                                      

Aerospace & Defense-2.69%

                 

Peraton Corp., First Lien Term Loan B (1 mo. USD LIBOR + 3.75%)

     6.27%          02/01/2028        $          78,886        $ 76,847,680  

TransDigm, Inc., Term Loan F (1 mo. USD LIBOR + 2.25%)

     4.77%          12/09/2025          34,320          33,508,928  
                 

 

 

 
                       110,356,608  
                 

 

 

 

Air Transport-4.15%

                 

AAdvantage Loyalty IP Ltd., Term Loan B (3 mo. USD LIBOR + 4.75%)

     7.46%          04/20/2028          35,447          34,989,586  

Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., Term Loan (3 mo. USD LIBOR + 5.25%)

     7.31%          06/21/2027          38,215          38,931,820  

SkyMiles IP Ltd., Term Loan (3 mo. USD LIBOR + 3.75%)

     6.46%          10/20/2027          37,588          38,178,522  

United Airlines, Inc., Term Loan B (3 mo. USD LIBOR + 3.75%)

     6.53%          04/21/2028          59,731          58,308,230  
                 

 

 

 
                    170,408,158  
                 

 

 

 

Automotive-1.09%

                 

Panther BF Aggregator 2 L.P., Term Loan (Canada) (1 mo. USD LIBOR + 3.25%)

     5.77%          04/30/2026          45,636          44,620,767  
                 

 

 

 

Beverage & Tobacco-0.82%

                 

Triton Water Holdings, Inc., First Lien Term Loan (3 mo. USD LIBOR + 3.50%)

     5.75%          03/31/2028          35,955          33,833,860  
                 

 

 

 

Building & Development-2.47%

                 

Cornerstone Building Brands, Inc., Term Loan B (1 mo. USD LIBOR + 3.25%)

     5.64%          04/12/2028          30,632          27,599,844  

DTZ U.S. Borrower LLC, Term Loan (1 mo. USD LIBOR + 2.75%)

     5.27%          08/21/2025          23,509          22,921,080  

LBM Holdings LLC, Term Loan (1 mo. USD LIBOR + 3.75%)

     7.12%          12/17/2027          36,105          33,121,555  

Quikrete Holdings, Inc., First Lien Term Loan (1 mo. USD LIBOR + 2.63%)

     5.15%          02/01/2027          18,420          17,792,334  
                 

 

 

 
                    101,434,813  
                 

 

 

 

Business Equipment & Services-8.23%

                 

Allied Universal Holdco LLC, Term Loan (1 mo. USD LIBOR + 3.75%)

     6.27%          05/12/2028          54,432          52,091,610  

Asurion LLC

                 

Second Lien Term Loan B-4 (1 mo. USD LIBOR + 5.25%)

     7.77%          01/20/2029          34,350          29,498,098  

Term Loan B-8 (1 mo. USD LIBOR + 3.25%)

     5.77%          12/23/2026          42,775          39,314,875  

Brand Energy & Infrastructure Services, Inc., Term Loan (3 mo. USD LIBOR + 4.25%)

     7.03%          06/21/2024          34,605          31,737,943  

Change Healthcare Holdings, Inc., Term Loan (1 mo. USD LIBOR + 2.50%)

     5.02%          03/01/2024          44,390          44,192,267  

Dun & Bradstreet Corp. (The), Term Loan (1 mo. USD LIBOR + 3.25%)

     5.74%          02/06/2026          35,819          34,914,738  

Mitchell International, Inc., First Lien Term Loan (3 mo. USD LIBOR + 3.75%)

     6.73%          10/01/2028          13,514          12,943,829  

Prime Security Services Borrower LLC, Term Loan B-1 (1 mo. USD LIBOR + 2.75%)

     5.11%          09/23/2026          12,328          12,073,964  

Solera, Term Loan B (1 mo. USD LIBOR + 4.00%)

     6.52%          06/02/2028          48,815          47,008,937  

Trans Union LLC, First Lien Term Loan (1 mo. USD LIBOR + 2.25%)

     4.77%          11/30/2028          34,883          34,297,163  
                 

 

 

 
                    338,073,424  
                 

 

 

 

Cable & Satellite Television-4.37%

                 

Charter Communications Operating LLC, Term Loan B-2 (1 mo. USD LIBOR + 1.75%)

     4.28%          02/01/2027          48,752          47,394,242  

CSC Holdings LLC

                 

Term Loan (1 mo. USD LIBOR + 2.25%)

     4.64%          07/17/2025          47,630          46,350,105  

Term Loan (2 mo. USD LIBOR + 2.50%)

     4.89%          04/15/2027          27,653          26,815,067  

Numericable-SFR S.A., Incremental Term Loan B-13 (France) (3 mo. USD LIBOR + 4.00%)

     6.91%          08/14/2026          3,725          3,623,179  

Virgin Media 02 - LG, Term Loan N (United Kingdom) (1 mo. USD LIBOR + 2.50%)

     4.89%          01/31/2028          32,689          32,042,938  

Vodafone Ziggo - LG, Term Loan I (1 mo. USD LIBOR + 2.50%)

     4.89%          04/30/2028          23,918          23,170,537  
                 

 

 

 
                    179,396,068  
                 

 

 

 

Chemicals & Plastics-1.00%

                 

AkzoNoble Chemicals, Term Loan (3 mo. USD LIBOR + 2.75%)

     5.00%          10/01/2025          42,115          41,135,500  
                 

 

 

 

Containers & Glass Products-2.00%

                 

Berry Global, Inc., Term Loan Z (3 mo. USD LIBOR + 1.75%)

     4.18%          07/01/2026          44,962          44,069,784  

Flex Acquisition Co., Inc., First Lien Term Loan B (1 mo. SOFR + 4.18%)

     6.73%          04/13/2029          39,375          38,110,162  
                 

 

 

 
                    82,179,946  
                 

 

 

 

 

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

 

    9    

 

 

 

 


 

Invesco Senior Loan ETF (BKLN)–(continued)

August 31, 2022

    

 

     Interest
Rate
           Maturity
Date
           Principal
Amount
(000)
           Value  

Cosmetics & Toiletries-0.76%

                                      

Bausch and Lomb, Inc., Term Loan (1 mo. SOFR + 3.35%)

     5.65%          05/05/2027        $          33,055        $      31,170,865  
                 

 

 

 

Drugs-2.39%

                 

Amneal Pharmaceuticals LLC, Term Loan (1 mo. USD LIBOR + 3.50%)

     6.06%          05/04/2025          33,376          32,026,825  

Bausch and Lomb, Inc., Term Loan B (1 mo. SOFR + 5.35%)

     7.66%          01/27/2027          33,296          26,714,092  

Jazz Pharmaceuticals, Inc., Term Loan B (1 mo. USD LIBOR + 3.50%)

     6.02%          04/21/2028          40,371          39,675,033  
                 

 

 

 
                    98,415,950  
                 

 

 

 

Electronics & Electrical-13.27%

                 

Boxer Parent Co., Inc., Term Loan B (1 mo. USD LIBOR + 3.75%)

     6.27%          10/02/2025          39,574          38,300,887  

CDK Global, Inc., Term Loan B (3 mo. SOFR + 4.50%)

     6.61%          06/09/2029          24,725          24,153,601  

CommScope, Inc., Term Loan (1 mo. USD LIBOR + 3.25%)

     5.77%          04/06/2026          30,000          28,851,448  

CoreLogic, Inc., Term Loan B (1 mo. USD LIBOR + 3.50%)

     6.06%          04/09/2028          48,665          41,973,793  

Finastra USA, Inc., First Lien Term Loan (United Kingdom) (3 mo. USD LIBOR + 3.50%)

     6.87%          06/13/2024          43,009          40,355,528  

Hyland Software, Inc., First Lien Term Loan (1 mo. USD LIBOR + 3.50%)

     6.02%          07/01/2024          32,222          31,887,819  

McAfee Enterprise, Term Loan B (1 mo. USD LIBOR + 4.75%)

     7.25%          07/27/2028          41,607          39,801,589  

McAfee LLC, First Lien Term Loan B (1 mo. SOFR + 3.75%)

     6.16%          03/01/2029          72,903          69,394,348  

NortonLifeLock, Inc., Term Loan B(c)

             -          01/28/2029          37,878          36,854,845  

Proofpoint, Inc., Term Loan B (3 mo. USD LIBOR + 3.25%)

     6.32%          08/31/2028          32,348          31,223,960  

Quest Software US Holdings, Inc., Term Loan B (3 mo. SOFR + 4.25%)

     5.32%          01/19/2029          36,253          33,086,184  

RealPage, Inc., Term Loan B (1 mo. USD LIBOR + 3.00%)

     5.37%          04/24/2028          42,446          40,942,420  

TIBCO Software, Inc., Term Loan B-3 (1 mo. USD LIBOR + 3.75%)

     6.28%          06/30/2026          30,841          30,752,188  

Ultimate Software Group, Inc., Term Loan (3 mo. USD LIBOR + 3.75%)

     4.75%          05/04/2026          59,624          57,888,324  
                 

 

 

 
                    545,466,934  
                 

 

 

 

Financial Intermediaries-1.30%

                 

Citadel Securities L.P., Term Loan B (1 mo. SOFR + 2.61%)

     5.07%          02/15/2028          38,585          37,867,473  

Jane Street Group LLC, First Lien Term Loan B (1 mo. USD LIBOR + 2.75%)

     5.27%          01/26/2028          15,997          15,704,080  
                 

 

 

 
                    53,571,553  
                 

 

 

 

Food Products-0.76%

                 

Froneri International PLC, Term Loan B-2 (United Kingdom) (1 mo. USD LIBOR + 2.25%)

     4.77%          01/29/2027          32,367          31,288,451  
                 

 

 

 

Food Service-2.75%

                 

IRB Holding Corp.

                 

Term Loan (3 mo. SOFR + 3.15%)

     5.44%          12/15/2027          30,005          29,111,244  

Term Loan B (1 mo. USD LIBOR + 2.75%)

     5.27%          02/05/2025          35,898          35,258,502  

New Red Finance, Inc., Term Loan B-4 (1 mo. USD LIBOR + 1.75%)

     4.27%          11/19/2026          49,766          48,449,548  
                 

 

 

 
                    112,819,294  
                 

 

 

 

Health Care-13.05%

                 

athenahealth, Inc.

                 

Delayed Draw Term Loan (d)

     0.00%          02/15/2029          11,330          10,872,791  

Term Loan B (1 mo. SOFR + 3.50%)

     5.80%          01/26/2029          66,847          64,149,462  

DaVita HealthCare Partners, Inc., Term Loan B-1 (1 mo. USD LIBOR + 1.75%)

     2.21%          08/12/2026          33,021          32,163,850  

Elanco Animal Health, Inc., Term Loan (1 mo. USD LIBOR + 1.75%)

     4.12%          07/30/2027          51,782          50,151,273  

Envision Healthcare Corp.

                 

First Lien Term Loan (3 mo. SOFR + 7.88%)

     10.53%          07/22/2027          4,212          4,064,937  

Second Lien Term Loan (3 mo. SOFR + 4.25%)

     6.83%          03/31/2027          24,977          12,987,976  

Third Lien Term Loan (3 mo. SOFR + 3.75%)

     6.33%          03/31/2027          11,737          2,992,962  

Gainwell Holding Corp., Term Loan B (3 mo. USD LIBOR + 4.00%)

     6.25%          10/01/2027          54,721          53,627,153  

ICON PLC

                 

Term Loan (3 mo. USD LIBOR + 2.25%)

     4.56%          07/03/2028          9,950          9,816,720  

Term Loan (Luxembourg) (3 mo. USD LIBOR + 2.25%)

     4.56%          07/03/2028          36,043          35,558,799  

LifePoint Health, Inc., First Lien Term Loan B (1 mo. USD LIBOR + 3.75%)

     6.27%          11/16/2025          40,693          39,529,537  

Mozart Debt Merger Sub, Inc., Term Loan (1 mo. USD LIBOR + 3.25%)

     5.77%          10/01/2028          67,744          64,804,336  

Organon & Co., Term Loan B (3 mo. USD LIBOR + 3.00%)

     4.63%          06/02/2028          34,180          33,880,935  

PAREXEL International Corp., Term Loan B (1 mo. USD LIBOR + 3.25%)

     5.77%          11/15/2028          34,492          33,652,862  

 

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

 

    10    

 

 

 

 


 

Invesco Senior Loan ETF (BKLN)–(continued)

August 31, 2022

    

 

     Interest
Rate
           Maturity
Date
           Principal
Amount
(000)
           Value  

Health Care-(continued)

                                      

Sunshine Luxembourg VII S.a.r.l., Term Loan (Switzerland) (3 mo. USD LIBOR + 3.75%)

     6.00%          10/01/2026        $          40,198        $ 38,833,229  

Verscend Holding Corp., Term Loan B-1 (1 mo. USD LIBOR + 4.00%)

     6.52%          08/27/2025          49,406          49,179,463  
                 

 

 

 
                       536,266,285  
                 

 

 

 

Home Furnishings-1.00%

                 

Hunter Douglas, Inc., First Lien Term Loan (3 mo. SOFR + 3.50%)

     6.34%          02/09/2029          46,976          41,256,254  
                 

 

 

 

Industrial Equipment-2.40%

                 

Madison IAQ LLC, Term Loan (1 mo. USD LIBOR + 3.25%)

     3.75%          06/21/2028          31,684          30,654,355  

MKS Instruments, Inc., Term Loan B (3 mo. SOFR + 2.75%)

     5.15%          04/11/2029          34,717          34,441,794  

Thyssenkrupp Elevators (Vertical Midco GmbH), Term Loan B (Germany) (3 mo. USD LIBOR + 3.50%)

     6.87%          07/31/2027          34,591          33,668,639  
                 

 

 

 
                    98,764,788  
                 

 

 

 

Insurance-5.49%

                 

Acrisure LLC, Term Loan (1 mo. USD LIBOR + 3.50%)

     6.02%          02/15/2027          43,520          41,824,515  

AmWINS Group LLC, Term Loan (1 mo. USD LIBOR + 2.25%)

     4.77%          02/19/2028          32,367          31,664,819  

HUB International Ltd.

                 

Incremental Term Loan B-3 (3 mo. USD LIBOR + 3.25%)

     5.78%          04/25/2025          33,434          32,998,983  

Term Loan (3 mo. USD LIBOR + 3.00%)

     5.77%          04/25/2025          53,310          52,319,424  

Hyperion Insurance Group Ltd., Term Loan B (United Kingdom)(c)

             -          11/12/2027          34,377          33,597,861  

USI, Inc., Term Loan (3 mo. USD LIBOR + 3.00%)

     5.25%          05/16/2024          33,574          33,242,124  
                 

 

 

 
                    225,647,726  
                 

 

 

 

Leisure Goods, Activities & Movies-3.20%

                 

Alpha Topco Ltd., Term Loan B (United Kingdom) (1 mo. USD LIBOR + 2.50%)

     5.02%          02/01/2024          37,877          37,608,700  

Crown Finance US, Inc., Term Loan (3 mo. USD LIBOR + 2.50%)

     4.00%          02/28/2025          40,516          24,955,291  

UFC Holdings LLC, Term Loan B-3 (3 mo. USD LIBOR + 2.75%)

     3.50%          04/29/2026          35,059          34,165,129  

William Morris Endeavor Entertainment LLC, First Lien Term Loan B-1 (1 mo. USD LIBOR + 2.75%)

     5.28%          05/16/2025          35,966          34,922,741  
                 

 

 

 
                    131,651,861  
                 

 

 

 

Lodging & Casinos-3.73%

                 

Caesars Resort Collection LLC, Term Loan B (1 mo. USD LIBOR + 2.75%)

     5.27%          12/23/2024          55,763          55,158,061  

Fertitta Entertainment LLC, Term Loan (1 mo. SOFR + 4.00%)

     6.46%          01/31/2029          28,560          27,526,105  

Hilton Worldwide Finance LLC, Term Loan B-2 (1 mo. USD LIBOR + 1.75%)

     4.19%          06/22/2026          33,067          32,413,773  

Stars Group (US) Co-Borrower LLC, Term Loan (3 mo. USD LIBOR + 2.25%)

     4.50%          07/21/2026          39,001          38,175,226  
                 

 

 

 
                    153,273,165  
                 

 

 

 

Publishing-0.70%

                 

Micro Holding L.P., First Lien Term Loan (1 mo. USD LIBOR + 3.75%)

     6.27%          09/13/2024          29,323          28,685,182  
                 

 

 

 

Radio & Television-1.29%

                 

Diamond Sports Holdings LLC, Second Lien Term Loan (1 mo. SOFR + 3.35%)

     5.64%          08/24/2026          38,730          7,317,284  

DIRECTV Financing LLC, Term Loan B (1 mo. USD LIBOR + 5.00%)

     7.52%          07/25/2027          47,768          45,833,320  
                 

 

 

 
                    53,150,604  
                 

 

 

 

Rail Industries-0.78%

                 

Genesee & Wyoming, Inc., Term Loan (3 mo. USD LIBOR + 2.00%)

     4.25%          12/30/2026          32,663          32,060,272  
                 

 

 

 

Retailers (except Food & Drug)-3.49%

                 

Bass Pro Group LLC, Term Loan B-2 (3 mo. USD LIBOR + 3.75%)

     6.27%          03/06/2028          63,376          61,585,807  

Harbor Freight Tools USA, Inc., Term Loan B (1 mo. USD LIBOR + 2.75%)

     5.27%          10/15/2027          38,387          36,805,473  

Pilot Travel Centers LLC, Term Loan B (1 mo. SOFR + 2.00%)

     4.46%          07/31/2028          45,869          45,090,990  
                 

 

 

 
                    143,482,270  
                 

 

 

 

Telecommunications-6.80%

                 

CenturyLink, Inc., Term Loan B (1 mo. USD LIBOR + 2.25%)

     4.77%          03/15/2027          62,503          59,012,987  

Genesys Telecom Holdings U.S., Inc., Term Loan (1 mo. USD LIBOR + 4.00%)

     6.52%          12/01/2027          34,638          34,134,321  

II-VI, Inc., Term Loan B (3 mo. USD LIBOR + 2.75%)

     5.12%          12/15/2028          36,392          35,694,579  

Intelsat Jackson Holdings S.A., Term Loan B (Luxembourg) (6 mo. SOFR + 4.50%)

     7.44%          02/01/2029          38,273          36,445,944  

Level 3 Financing, Inc., Term Loan B (1 mo. USD LIBOR + 1.75%)

     4.27%          03/01/2027          25,621          24,530,106  

 

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

 

    11    

 

 

 

 


 

Invesco Senior Loan ETF (BKLN)–(continued)

August 31, 2022

 

 

     Interest
Rate
         Maturity  
Date
           Principal    
Amount
(000)
       Value  

Telecommunications-(continued)

                          

Radiate Holdco LLC, Term Loan B (1 mo. USD LIBOR + 3.25%)

   5.77%      09/25/2026      $          44,502        $      42,577,781  

Zayo Group LLC, Term Loan (1 mo. USD LIBOR + 3.00%)

   5.52%      03/09/2027        51,712          47,263,780  
                 

 

 

 
                    279,659,498  
                 

 

 

 

Utilities-2.12%

                 

Brookfield WEC Holdings, Inc., Term Loan B (1 mo. USD LIBOR + 2.75%)

   5.27%      08/01/2025        38,585          37,784,643  

Pacific Gas and Electric Co., Term Loan B (1 mo. USD LIBOR + 3.00%)

   5.38%      07/01/2025        19,934          19,622,906  

Vistra Operations Co. LLC, Incremental Term Loan (1 mo. USD LIBOR + 1.75%)

   4.27%      12/31/2025        30,134          29,622,786  
                 

 

 

 
                    87,030,335  
                 

 

 

 

Total Variable Rate Senior Loan Interests
(Cost $3,861,658,020)

                    3,785,100,431  
                 

 

 

 

U.S. Dollar Denominated Bonds & Notes-4.04%

                 

Aerospace & Defense-0.24%

                 

TransDigm, Inc.(e)

   6.25%      03/15/2026        10,081          9,916,932  
                 

 

 

 

Airlines-0.42%

                 

American Airlines, Inc./AAdvantage Loyalty IP Ltd.(e)

   5.50%      04/20/2026        7,296          6,950,607  

American Airlines, Inc./AAdvantage Loyalty IP Ltd.(e)

   5.75%      04/20/2029        4,378          3,957,668  

United Airlines, Inc.(e)

   4.38%      04/15/2026        1,895          1,730,306  

United Airlines, Inc.(e)

   4.63%      04/15/2029        5,478          4,813,793  
                 

 

 

 
                    17,452,374  
                 

 

 

 

Commercial Services & Supplies-0.55%

                 

ADT Security Corp. (The)(e)

   4.13%      08/01/2029        9,296          7,994,374  

Prime Security Services Borrower LLC/Prime Finance, Inc.(e)

   5.75%      04/15/2026        15,160          14,609,533  
                 

 

 

 
                    22,603,907  
                 

 

 

 

Diversified Telecommunication Services-0.64%

                 

Altice France S.A. (France)(e)

   5.13%      07/15/2029        3,405          2,590,898  

Altice France S.A. (France)(e)

   5.50%      10/15/2029        3,615          2,859,230  

CommScope, Inc.(e)

   6.00%      03/01/2026        7,690          7,277,047  

CommScope, Inc.(e)

   4.75%      09/01/2029        3,634          3,098,803  

Lumen Technologies, Inc.(e)

   4.00%      02/15/2027        3,000          2,613,270  

Zayo Group Holdings, Inc.(e)

   4.00%      03/01/2027        9,000          7,684,335  
                 

 

 

 
                    26,123,583  
                 

 

 

 

Electric Utilities-0.41%

                 

PG&E Corp.

   5.00%      07/01/2028        9,000          7,999,245  

PG&E Corp.

   5.25%      07/01/2030        7,000          6,063,365  

Vistra Operations Co. LLC(e)

   4.30%      07/15/2029        3,000          2,705,219  
                 

 

 

 
                    16,767,829  
                 

 

 

 

Health Care Equipment & Supplies-0.21%

                 

Medline Borrower L.P.(e)

   3.88%      04/01/2029        10,000          8,487,500  
                 

 

 

 

Hotels, Restaurants & Leisure-0.52%

                 

1011778 BC ULC/New Red Finance, Inc. (Canada)(e)

   3.88%      01/15/2028        16,000          14,245,440  

1011778 BC ULC/New Red Finance, Inc. (Canada)(e)

   3.50%      02/15/2029        5,000          4,308,075  

Caesars Resort Collection LLC/CRC Finco, Inc.(e)

   5.75%      07/01/2025        3,000          2,943,780  
                 

 

 

 
                    21,497,295  
                 

 

 

 

Insurance-0.15%

                 

Acrisure LLC/Acrisure Finance, Inc.(e)

   4.25%      02/15/2029        7,282          6,187,877  
                 

 

 

 

Interactive Media & Services-0.01%

                 

Diamond Sports Group LLC/Diamond Sports Finance Co.(e)

   5.38%      08/15/2026        2,241          428,591  
                 

 

 

 

Machinery-0.07%

                 

TK Elevator US Newco, Inc. (Germany)(e)

   5.25%      07/15/2027        3,000          2,741,085  
                 

 

 

 

Media-0.50%

                 

CSC Holdings LLC(e)

   6.50%      02/01/2029        3,000          2,785,845  

 

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

 

    12    

 

 

 

 


 

Invesco Senior Loan ETF (BKLN)–(continued)

August 31, 2022

 

 

     Interest
Rate
           Maturity  
Date
             Principal    
Amount
(000)
           Value  

Media-(continued)

                                      

Virgin Media Secured Finance PLC (United Kingdom)(e)

   4.50%      08/15/2030      $          12,000        $      10,013,400  

VZ Secured Financing B.V. (Netherlands)(e)

   5.00%      01/15/2032        6,190          5,054,661  

Ziggo B.V. (Netherlands)(e)

   4.88%      01/15/2030        3,000          2,536,930  
                 

 

 

 
                    20,390,836  
                 

 

 

 

Pharmaceuticals-0.06%

                 

Organon & Co./Organon Foreign Debt Co-Issuer B.V.(e)

   4.13%      04/30/2028        2,832          2,544,821  
                 

 

 

 

Real Estate Management & Development-0.24%

                 

Cushman & Wakefield US Borrower LLC(e)

   6.75%      05/15/2028        10,000          9,928,000  
                 

 

 

 

Software-0.02%

                 

Central Parent, Inc./CDK Global, Inc.(e)

   7.25%      06/15/2029        1,052          1,008,668  
                 

 

 

 

Total U.S. Dollar Denominated Bonds & Notes
(Cost $189,335,966)

                    166,079,298  
                 

 

 

 
                           Shares               

Money Market Funds-12.37%

                 

Invesco Government & Agency Portfolio, Institutional Class, 2.22%(f)(g)
(Cost $508,484,125)

               508,484,125          508,484,125  
                 

 

 

 

TOTAL INVESTMENTS IN SECURITIES-108.51%
(Cost $4,559,478,111)

                    4,459,663,854  

OTHER ASSETS LESS LIABILITIES-(8.51)%

                    (349,822,945
                 

 

 

 

NET ASSETS-100.00%

                  $ 4,109,840,909  
                 

 

 

 

Investment Abbreviations:

LIBOR-London Interbank Offered Rate
SOFR -Secured Overnight Financing Rate
USD   -U.S. Dollar

Notes to Schedule of Investments:

(a) 

Variable rate senior loan interests often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with any accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, it is anticipated that the variable rate senior loan interests will have an expected average life of three to five years.

(b) 

Variable rate senior loan interests are, at present, not readily marketable, not registered under the Securities Act of 1933, as amended (the “1933 Act”) and may be subject to contractual and legal restrictions on sale. Variable rate senior loan interests in the Fund’s portfolio generally have variable rates which adjust to a base, such as the London Interbank Offered Rate (“LIBOR”), on set dates, typically every 30 days, but not greater than one year, and/or have interest rates that float at margin above a widely recognized base lending rate such as the Prime Rate of a designated U.S. bank.

(c) 

This variable rate interest will settle after August 31, 2022, at which time the interest rate will be determined.

(d) 

All or a portion of this holding is subject to unfunded loan commitments. Interest rate will be determined at the time of funding. See Note 9.

(e) 

Security purchased or received in a transaction exempt from registration under the 1933 Act. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2022 was $152,016,688, which represented 3.70% of the Fund’s Net Assets.

(f) 

Affiliated issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd., or is affiliated by having an investment adviser that is under common control of Invesco Ltd. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended August 31, 2022.

 

     Value
August 31, 2021
     Purchases
at Cost
     Proceeds
from Sales
     Change in
Unrealized
Appreciation
   Realized
Gain
   Value
August 31, 2022
     Dividend
Income
 

Investments in Affiliated

Money Market Funds:

                    
Invesco Government & Agency Portfolio, Institutional Class      $446,146,569        $8,368,062,341        $(8,305,724,785)      $-    $-      $508,484,125        $2,786,450  

 

(g) 

The rate shown is the 7-day SEC standardized yield as of August 31, 2022.

 

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

 

    13    

 

 

 

 


 

Statement of Assets and Liabilities

August 31, 2022

 

     Invesco Senior
Loan ETF
(BKLN)
 

Assets:

  

Unaffiliated investments in securities, at value

   $ 3,951,179,729  

Affiliated investments in securities, at value

     508,484,125  

Cash

     2,243,634  

Receivable for:

  

Dividends and interest

     14,103,033  

Investments sold

     489,897,747  

Fund shares sold

     354,868  
  

 

 

 

Total assets

     4,966,263,136  
  

 

 

 

Liabilities:

  

Payable for:

  

Investments purchased

     688,958,825  

Fund shares repurchased

     153,887,423  

Accrued unitary management fees

     2,363,713  

Accrued tax expenses

     647  

Unfunded loan commitments

     11,211,619  
  

 

 

 

Total liabilities

     856,422,227  
  

 

 

 

Net Assets

   $ 4,109,840,909  
  

 

 

 

Net assets consist of:

  

Shares of beneficial interest

   $ 5,249,685,095  

Distributable earnings (loss)

     (1,139,844,186
  

 

 

 

Net Assets

   $ 4,109,840,909  
  

 

 

 

Shares outstanding (unlimited amount authorized, $0.01 par value)

     195,000,000  

Net asset value

   $ 21.08  
  

 

 

 

Market price

   $ 20.98  
  

 

 

 

Unaffiliated investments in securities, at cost

   $ 4,050,993,986  
  

 

 

 

Affiliated investments in securities, at cost

   $ 508,484,125  
  

 

 

 

 

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

 

    14    

 

 

 

 


 

Statement of Operations

For the year ended August 31, 2022

 

     Invesco Senior
Loan ETF
(BKLN)

Investment income:

    

Interest income

     $ 231,478,753

Affiliated dividend income

       2,786,450
    

 

 

 

Total investment income

       234,265,203
    

 

 

 

Expenses:

    

Unitary management fees

       36,469,886

Tax expenses

       647
    

 

 

 

Total expenses

       36,470,533
    

 

 

 

Less: Waivers

       (220,409 )
    

 

 

 

Net expenses

       36,250,124
    

 

 

 

Net investment income

       198,015,079
    

 

 

 

Realized and unrealized gain (loss) from:

    

Net realized gain (loss) from unaffiliated investments

       (188,297,774 )
    

 

 

 

Change in net unrealized appreciation (depreciation) on unaffiliated investment securities

       (141,484,520 )
    

 

 

 

Net realized and unrealized gain (loss)

       (329,782,294 )
    

 

 

 

Net increase (decrease) in net assets resulting from operations

     $ (131,767,215 )
    

 

 

 

 

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

 

    15    

 

 

 

 


 

Statement of Changes in Net Assets

For the years ended August 31, 2022 and 2021

 

     Invesco Senior Loan ETF (BKLN)  
     2022            2021  

Operations:

       

Net investment income

   $ 198,015,079               $ 171,942,636  

Net realized gain (loss)

     (188,297,774        (45,804,588

Change in net unrealized appreciation (depreciation)

     (141,484,520        82,836,777  
  

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

     (131,767,215        208,974,825  
  

 

 

      

 

 

 

Distributions to Shareholders from:

       

Distributable earnings

     (185,373,620        (173,598,262

Return of capital

     -          (5,490,954
  

 

 

      

 

 

 

Total distributions to shareholders

     (185,373,620        (179,089,216
  

 

 

      

 

 

 

Shareholder Transactions:

       

Proceeds from shares sold

     4,321,916,237          4,875,251,293  

Value of shares repurchased

     (6,207,401,473        (3,123,795,601

Transaction fees

     23,220,206          8,081,009  
  

 

 

      

 

 

 

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

     (1,862,265,030        1,759,536,701  
  

 

 

      

 

 

 

Net increase (decrease) in net assets

     (2,179,405,865        1,789,422,310  
  

 

 

      

 

 

 

Net assets:

       

Beginning of year

     6,289,246,774          4,499,824,464  
  

 

 

      

 

 

 

End of year

   $ 4,109,840,909        $ 6,289,246,774  
  

 

 

      

 

 

 

Changes in Shares Outstanding:

       

Shares sold

     199,700,000          219,800,000  

Shares repurchased

     (288,900,000        (141,800,000

Shares outstanding, beginning of year

     284,200,000          206,200,000  
  

 

 

      

 

 

 

Shares outstanding, end of year

     195,000,000          284,200,000  
  

 

 

      

 

 

 

 

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

 

    16    

 

 

 

 


 

Financial Highlights

Invesco Senior Loan ETF (BKLN)

 

     Years Ended August 31,     Ten Months Ended
August 31,
     Year Ended
October 31,
 
     2022     2021     2020     2019    

             2018            

     2017  

Per Share Operating Performance:

                  

Net asset value at beginning of period

   $ 22.13     $ 21.82     $ 22.57     $ 23.11        $ 23.15        $ 23.16  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Net investment income(a)

     0.77       0.68       0.93       1.07          0.77          0.82  

Net realized and unrealized gain (loss) on investments

     (1.18     0.31       (0.88     (0.53        (0.08                 (0.02
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total from investment operations

     (0.41     0.99       0.05       0.54                   0.69          0.80  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Distributions to shareholders from:

                  

Net investment income

     (0.73     (0.69     (0.91     (1.12        (0.74        (0.82

Return of capital

     -       (0.02     -       (0.02        -          -  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total distributions

     (0.73     (0.71     (0.91     (1.14        (0.74        (0.82
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Transaction fees(a)

     0.09       0.03       0.11       0.06          0.01          0.01  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Net asset value at end of period

   $ 21.08     $ 22.13     $ 21.82     $ 22.57        $ 23.11        $ 23.15  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Market price at end of period(b)

   $ 20.98     $ 22.15     $ 21.91     $ 22.61        $ 23.05        $ 23.12  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Net Asset Value Total Return(c)

     (1.44 )%      4.72     0.80     2.68        3.07        3.54

Market Price Total Return(c)

     (1.99 )%      4.38     1.05     3.15        2.93        3.27

Ratios/Supplemental Data:

                  

Net assets at end of period (000’s omitted)

   $ 4,109,841     $ 6,289,247     $ 4,499,824     $ 4,401,945        $ 7,378,227        $ 8,763,831  

Ratio to average net assets of:

                  

Expenses, after Waivers(d)

     0.65     0.64     0.63     0.64        0.63 %(e)         0.63

Expenses, prior to Waivers(d)

     0.65     0.65     0.65     0.65        0.65 %(e)         0.65

Net investment income

     3.53     3.08     4.22     4.66        3.99 %(e)         3.52

Portfolio turnover rate(f)

     106     109     107     78        74        71

 

(a) 

Based on average shares outstanding.

(b) 

The mean between the last bid and ask prices.

(c) 

Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

(d) 

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Fund invests. Estimated investment companies’ expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Fund invests in. The effect of the estimated investment companies’ expenses that the Fund bears indirectly is included in the Fund’s total return.

(e) 

Annualized.

(f) 

Portfolio turnover rate is not annualized for periods less than one year, if applicable, and does not include securities received or delivered from processing creations or redemptions.

 

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

 

    17    

 

 

 

 


 

Notes to Financial Statements

Invesco Exchange-Traded Fund Trust II

August 31, 2022

NOTE 1–Organization

Invesco Exchange-Traded Fund Trust II (the “Trust”) was organized as a Massachusetts business trust and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). This report includes the following portfolio:

 

Full Name

  

Short Name

Invesco Senior Loan ETF (BKLN)    “Senior Loan ETF”

The portfolio (the “Fund”) represents a separate series of the Trust. The shares of the Fund are referred to herein as “Shares” or “Fund’s Shares.” The Fund’s Shares are listed and traded on NYSE Arca, Inc.

The market price of a Share may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, the Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and redeemed principally in exchange for the deposit or delivery of cash. Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Fund.

The investment objective of the Fund is to seek to track the investment results (before fees and expenses) of the Morningstar LSTA US Leveraged Loan 100 Index (the “Underlying Index”).

NOTE 2–Significant Accounting Policies

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

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.

A. Security Valuation - Securities, including restricted securities, are valued according to the following policies:

Variable rate senior loan interests are fair valued using quotes provided by an independent pricing service. Quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

A security listed or traded on an exchange is generally valued at its trade price or official closing price that day as of the close of the exchange where the security is principally traded or, lacking any trades 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 using prices provided by an independent pricing service they may be considered fair valued. Futures contracts are valued at the daily settlement price set by an exchange on which they are principally traded. U.S. exchange-traded options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Non-U.S. exchange-traded options are valued at the final settlement price set by the exchange on which they trade. Options not listed on an exchange and swaps generally are valued using pricing provided from independent pricing services.

Securities of investment companies that are not exchange-traded (e.g., open-end mutual funds) are valued using such company’s end-of-business-day NAV per share.

Deposits, other obligations of U.S. and non-U.S. banks and financial institutions are valued at their daily account value.

Fixed income securities (including convertible debt securities) generally are valued on the basis of prices provided by independent pricing services. Prices 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. Securities with a demand feature exercisable within one to seven days are valued at par. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but the 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, and their value may be adjusted accordingly. 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 London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Invesco Capital Management LLC (the “Adviser”) may use various pricing services to obtain market quotations as well as fair value prices. Because trading hours for certain foreign securities end before the close of the New York Stock Exchange (“NYSE”), closing market quotations may

 

    18    

 

 

 

 


 

 

become not representative of market value in the Adviser’s judgment (“unreliable”). If, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, a significant event occurs that makes the closing price of the security unreliable, the Adviser 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 in accordance with Board-approved policies and related Adviser procedures (“Valuation Procedures”). 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 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, the potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Unlisted securities will be valued using prices provided by independent pricing services or by another method that the Adviser, in its judgment, believes better reflects the security’s fair value in accordance with the Valuation Procedures.

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 exchange-traded equity securities. The mean between the last bid and asked prices may be used to value debt obligations, including corporate loans, and unlisted equity securities.

Securities for which market quotations are not readily available and unreliable are fair valued by the Adviser in accordance with the Valuation Procedures. If a fair value price provided by a pricing service is unreliable, the Adviser will fair value the security using the Valuation Procedures. Issuer-specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

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

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

The price the Fund could receive upon the sale of any investment may differ from the Adviser’s valuation of the investment, particularly for securities that are valued using a fair valuation technique. When fair valuation techniques are applied, the Adviser uses available information, including both observable and unobservable inputs and assumptions, to determine a methodology that will result in a valuation that the Adviser believes approximates market value. Fund securities that are fair valued may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. Because of the inherent uncertainties of valuation, and the degree of subjectivity in such decisions, the Fund could realize a greater or lesser than expected gain or loss upon the sale of the investment.

B.

Investment Transactions and Investment Income - Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on an accrual basis from settlement date and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Pay-in-kind interest income and non-cash dividend income received in the form of securities in-lieu of cash are recorded at the fair value of the securities received. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by the Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

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

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

 

    19    

 

 

 

 


 

 

  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 Adviser.
C.

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

D.

Dividends and Distributions to Shareholders - The Fund declares and pays dividends from net investment income, if any, to its shareholders monthly and records such dividends on the ex-dividend date. Generally, the Fund distributes net realized taxable capital gains, if any, annually in cash and records them on the ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America (“GAAP”). Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a tax return of capital at fiscal year-end.

E.

Federal Income Taxes - The Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

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

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

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

F.

Expenses - The Fund has agreed to pay an annual unitary management fee to the Adviser. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of the Fund, including the payments to Invesco Senior Secured Management, Inc. (the “Sub-Adviser”), set-up fees and commitment fees associated with the line of credit and the costs of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest (including interest expenses associated with the line of credit), acquired fund fees and expenses, if any, litigation expenses and other extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser).

Expenses of the Trust that are excluded from the Fund’s unitary management fee and are directly identifiable to the Fund are applied to the Fund. Expenses of the Trust that are excluded from the Fund’s unitary management fee and are not readily identifiable to the Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of the Fund.

To the extent the Fund invests in other investment companies, the expenses shown in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the investment companies in which it invests. The effects of such investment companies’ expenses are included in the realized and unrealized gain or loss on the investments in the investment companies.

G.

Accounting Estimates - The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. 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, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Board member who is not an “interested person” (as defined in the 1940 Act) of the Trust (each, an “Independent Trustee”) is also indemnified against certain liabilities arising out of the performance of their duties to the Trust pursuant to an Indemnification Agreement between such trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general

 

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  indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.

Securities Purchased on a When-Issued and Delayed Delivery Basis - The Fund may purchase and sell interests in corporate loans and corporate debt securities and other portfolio securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Fund on such interests or securities in connection with such transactions prior to the date the Fund actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value of the interests or securities at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of acquiring such securities, it may sell such securities prior to the settlement date.

J.

Other Risks

Authorized Participant Concentration Risk. Only authorized participants (“APs”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as APs, and such APs have no obligation to submit creation or redemption orders. Consequently, there is no assurance that APs will establish or maintain an active trading market for the Shares. This risk may be heightened to the extent that securities held by the Fund are traded outside a collateralized settlement system. In that case, APs may be required to post collateral on certain trades on an agency basis (i.e., on behalf of other market participants), which only a limited number of APs may be able to do. In addition, to the extent that APs exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other AP is able to step forward to create or redeem Creation Units, this may result in a significantly diminished trading market for Fund Shares, and Shares may be more likely to trade at a premium or discount to the Fund’s NAV and to face trading halts and/or delisting. Investments in non-U.S. securities, which may have lower trading volumes or could experience extended market closures or trading halts, may increase this risk.

Cash Transaction Risk. Most exchange-traded funds (“ETFs”) generally make in-kind redemptions to avoid being taxed at the fund level on gains on the distributed portfolio securities. However, unlike most ETFs, the Fund currently intends to effect creations and redemptions principally for cash, rather than principally in-kind, because of the nature of the Fund’s investments. As such, the Fund may be required to sell portfolio securities to obtain the cash needed to distribute redemption proceeds. Therefore, the Fund may recognize a capital gain on these sales that might not have been incurred if the Fund had made a redemption in-kind. This may decrease the tax efficiency of the Fund compared to ETFs that utilize an in-kind redemption process and there may be a substantial difference in the after-tax rate of return between the Fund and conventional ETFs.

Changing U.S. Fixed-Income Market Conditions Risk. The historically low interest rate environment observed over the past several years was created in part by the Federal Reserve Board (“FRB”) keeping the federal funds rates at, near or below zero. In recent years, the FRB began “tapering” its quantitative easing program, leading to fluctuations in the Federal Funds Rate. However, in response to the impact of the COVID-19 pandemic, in March 2020 the FRB announced cuts to the Federal Funds Rate and a new round of quantitative easing, before implementing several rounds of rate increases in 2022. Because there is little precedent for this situation, it is difficult to predict the impact of these rate changes and any future rate changes on various markets. Any additional changes to the monetary policy by the FRB or other regulatory actions may affect interest rates and/or reduce liquidity for fixed-income investments, particularly those with longer maturities. In addition, decreases in fixed-income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed-income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in FRB policies could also result in higher than normal shareholder redemptions, which could potentially increase the Fund’s portfolio turnover rate and transaction costs.

Fixed-Income Securities Risk. Fixed-income securities are subject to interest rate risk and credit risk. Interest rate risk refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. Fixed-income securities with longer maturities typically are more sensitive to changes in interest rates, making them more volatile than securities with shorter maturities. Credit risk refers to the possibility that the issuer of a security will be unable and/or unwilling to make timely interest payments and/or repay the principal on its debt. Debt instruments are subject to varying degrees of credit risk, which may be reflected in credit ratings. There is a possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may occur quickly and without advance warning following sudden market downturns or unexpected developments involving an issuer, and which may adversely affect the liquidity and value of the security. Additionally, from time to time, uncertainty regarding the status of negotiations in the U.S. Government to increase the statutory debt limit, commonly called the “debt ceiling”, could increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, cause the credit rating of the U.S. Government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. Government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet its obligations, or its creditworthiness declines, the performance of a Fund that holds securities of that entity will be adversely impacted.

 

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Index Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of its Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its Underlying Index, even if that security generally is underperforming. Additionally, the Fund rebalances its portfolio in accordance with its Underlying Index, and, therefore, any changes to the Underlying Index’s rebalance schedule will result in corresponding changes to the Fund’s rebalance schedule.

Industry Concentration Risk. In following its methodology, the Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face more risks than if it were diversified broadly over numerous industries or industry groups. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, the following: general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources, adverse labor relations, political or world events; obsolescence of technologies; and increased competition or new product introductions that may affect the profitability or viability of companies in an industry. In addition, at times, such industry or industry group may be out of favor and underperform other industries or the market as a whole.

LIBOR Transition Risk. The Fund may have investments in financial instruments that utilize the London Interbank Offered Rate (“LIBOR”) as the reference or benchmark rate for variable interest rate calculations. LIBOR is intended to measure the rate generally at which banks can lend and borrow from one another in the relevant currency on an unsecured basis. The UK Financial Conduct Authority (“FCA”), the regulator that oversees LIBOR, announced that the majority of LIBOR rates would cease to be published or would no longer be representative on January 1, 2022. Although the publication of most LIBOR rates ceased at the end of 2021, a selection of widely used USD LIBOR rates continues to be published until June 2023 to allow for an orderly transition away from these rates.

There remains uncertainty and risks relating to the continuing LIBOR transition and its effects on the Fund and the instruments in which the Fund invests. There can be no assurance that the composition or characteristics of any alternative reference rates (“ARRs”) or financial instruments in which the Fund invests that utilize ARRs will be similar to or produce the same value or economic equivalence as LIBOR or that these instruments will have the same volume or liquidity. Additionally, there remains uncertainty and risks relating to certain “legacy” USD LIBOR instruments that were issued or entered into before December 31, 2021 and the process by which a replacement interest rate will be identified and implemented into these instruments when USD LIBOR is ultimately discontinued. The effects of such uncertainty and risks in “legacy” USD LIBOR instruments held by the Fund could result in losses to the Fund.

Liquidity Risk. Liquidity risk exists when a particular investment is difficult to purchase or sell. If the Fund invests in illiquid securities or current portfolio securities become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price.

Market Risk. Securities in the Underlying Index are subject to market fluctuations. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.

Non-Correlation Risk. The Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund’s securities holdings to reflect changes in the composition of its Underlying Index. Because the Fund issues and redeems Creation Units principally for cash, the Fund will incur higher costs in buying and selling securities than if it issued and redeemed Creation Units in-kind. Additionally, the Fund’s use of a representative sampling approach may cause the Fund not to be as well-correlated with the return of its Underlying Index as would be the case if the Fund purchased all of the securities in its Underlying Index in the proportions represented in the Underlying Index. In addition, the performance of the Fund and its Underlying Index may vary due to asset valuation differences and differences between the Fund’s portfolio and its Underlying Index resulting from legal restrictions, costs or liquidity constraints.

Non-Investment Grade Securities Risk. Non-investment grade securities (commonly known as “junk bonds”) and unrated securities of comparable credit quality are considered speculative and are subject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the non-investment grade securities markets generally, real or perceived adverse economic and competitive industry conditions and less secondary market liquidity. If the issuer of non-investment grade securities defaults, the Fund may incur additional expenses to seek recovery.

Portfolio Turnover Risk. The Fund may engage in frequent trading of its portfolio securities in connection with the rebalancing or adjustment of its Underlying Index. A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying and selling all of its securities two times during the course of a year. A high portfolio turnover rate (such as 100% or more) could result in high brokerage costs for the Fund. While a high portfolio turnover rate can result in an increase in

 

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taxable capital gains distributions to the Fund’s shareholders, the Fund will seek to utilize the in-kind creation and redemption mechanism to minimize the realization of capital gains to the extent possible.

Risk of Investing in Loans. Investments in loans are subject to interest rate risk and credit risk. Default in the payment of interest or principal on a loan will result in a reduction in its value. Although the loans in which the Fund will invest generally will be secured by specific collateral, there can be no assurance that such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund’s access to the collateral may be limited by bankruptcy or other insolvency loans and, therefore, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a loan.

Risks of Loan Assignments and Participations. As the purchaser of an assignment, the Fund typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. Because assignments may be arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. In addition, if the loan is foreclosed, the Fund could become part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. The Fund may be required to pass along to a purchaser that buys a loan from the Fund by way of assignment, a portion of any fees to which the Fund is entitled under the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

Sampling Risk. The Fund’s use of a representative sampling approach may result in the Fund holding a smaller number of securities than are in its Underlying Index. As a result, an adverse development with respect to an issuer of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in its Underlying Index. To the extent the assets in the Fund are smaller, these risks will be greater.

Senior Loans Risk. The risks associated with senior loans are similar to the risks of junk bonds, although senior loans typically are senior and secured, whereas junk bonds often are subordinated and unsecured. Investments in senior loans typically are below investment grade and are considered speculative because of the credit risk of their issuers. Such companies are more likely to default on their payments of interest and principal owed, and such defaults could reduce the Fund’s NAV and income distributions. An economic downturn generally leads to a higher non-payment rate, and a senior loan may lose significant value before a default occurs. There is no assurance that the liquidation of the collateral would satisfy the claims of the borrower’s obligations in the event of the non-payment of scheduled interest or principal, or that the collateral could be readily liquidated. Economic and other events (whether real or perceived) can reduce the demand for certain senior loans or senior loans generally, which may reduce market prices. Senior loans and other debt securities also are subject to the risk of price declines and to increases in prevailing interest rates, although floating-rate debt instruments such as senior loans in which the Fund may be expected to invest are substantially less exposed to this risk than fixed-rate debt instruments. No active trading market may exist for certain senior loans, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded senior loans. Longer interest rate reset periods generally increase fluctuations in value as a result of changes in market interest rates.

Some loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the loans to presently existing or future indebtedness of the borrower or take other action detrimental to lenders, including the Fund, such as invalidation of loans or causing interest previously paid to be refunded to the borrower. Investments in loans also are subject to the risk of changes in legislation or state or federal regulations. If such legislation or regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of loans for investment by the Fund may be adversely affected. Many loans are not registered with the Securities and Exchange Commission or any state securities commission and often are not rated by any nationally recognized rating service. Generally, there is less readily available, reliable information about most loans than is the case for many other types of securities. Although a loan may be senior to equity and other debt securities in a borrower’s capital structure, such obligations may be structurally subordinated to obligations of the borrower’s subsidiaries.

There is no organized exchange on which loans are traded and reliable market quotations may not be readily available. Therefore, elements of judgment may play a greater role in valuation of loans than for securities with a more developed secondary market and the Fund may not realize full value in the event of the need to sell a loan. To the extent that a secondary market does exist for certain loans, the market may be subject to volatility, irregular trading activity, wide bid/ask spreads, decreased liquidity and extended trade settlement periods, any of which may impair the Fund’s ability to sell loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods for certain loans may result in cash not being immediately available to the Fund upon sale

 

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of the loan. As a result, the Fund may have to sell other investments with shorter settlement periods or engage in borrowing transactions to raise cash to meet its obligations.

COVID-19 Risk. The COVID-19 strain of coronavirus has resulted in instances of market closures and dislocations, extreme volatility, liquidity constraints and increased trading costs. Efforts to contain its spread have resulted in travel restrictions, disruptions of healthcare systems, business operations (including business closures) and supply chains, layoffs, lower consumer demand and employee availability, and defaults and credit downgrades, among other significant economic impacts that have disrupted global economic activity across many industries. Such economic impacts may exacerbate other pre-existing political, social and economic risks locally or globally and cause general concern and uncertainty. The full economic impact and ongoing effects of COVID-19 (or other future epidemics or pandemics) at the macro-level and on individual businesses are unpredictable and may result in significant and prolonged effects on the Fund’s performance.

NOTE 3–Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser on behalf of the Fund, pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Fund’s investments, managing the Fund’s business affairs and providing certain clerical, bookkeeping and other administrative services, and oversight of the Sub-Adviser.

Pursuant to the Investment Advisory Agreement, the Fund accrues daily and pays monthly to the Adviser an annual unitary management fee of 0.65% of the Fund’s average daily net assets. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of the Fund, including the payments to the Sub-Adviser, set-up fees and commitment fees associated with the line of credit, the cost of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest (including interest expenses associated with the line of credit), acquired fund fees and expenses, if any, litigation expenses and other extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser). The Adviser has entered into a sub-advisory agreement with the Sub-Adviser. The sub-advisory fee is paid by the Adviser to the Sub-Adviser at the annual rate of 40% of compensation paid to the Adviser from the Fund.

Further, through at least August 31, 2024, the Adviser has contractually agreed to waive the management fee payable by the Fund in an amount equal to the lesser of: (i) 100% of the net advisory fees earned by the Adviser or an affiliate of the Adviser that are attributable to the Fund’s investments in money market funds that are managed by affiliates of the Adviser and other funds (including ETFs) managed by the Adviser or affiliates of the Adviser or (ii) the management fee available to be waived. These waivers do not apply to the Fund’s investment of cash collateral received for securities lending. There is no guarantee that the Adviser will extend the waiver of these fees past that date.

For the fiscal year ended August 31, 2022, the Adviser waived fees of $220,409.

The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for the Fund. The Distributor does not maintain a secondary market in the Shares. The Fund is not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

The Adviser has entered into a licensing agreement for the Fund with Morningstar, Inc. (the “Licensor”).

The Underlying Index name trademark is owned by the Licensor. This trademark has been licensed to the Adviser for use by the Fund. The Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Fund is not sponsored, endorsed, sold or promoted by the Licensor, and the Licensor makes no representation regarding the advisability of investing in the Fund.

The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for the Fund.

NOTE 4–Additional Valuation Information

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

Level 1 –   Prices are determined using quoted prices in an active market for identical assets.
Level 2 –   Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

 

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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 Adviser’s 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, 2022. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1    Level 2    Level 3    Total

Investments in Securities

                   

Variable Rate Senior Loan Interests

     $ -      $ 3,785,100,431      $ -      $ 3,785,100,431

U.S. Dollar Denominated Bonds & Notes

       -        166,079,298        -        166,079,298

Money Market Funds

       508,484,125        -        -        508,484,125
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Investments

     $ 508,484,125      $ 3,951,179,729      $ -      $ 4,459,663,854
    

 

 

      

 

 

      

 

 

      

 

 

 

NOTE 5–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2022 and 2021:

 

     2022      2021  

Ordinary income*

   $ 185,373,620      $ 173,598,262  

Return of capital

     -        5,490,954  

 

*

Includes short-term capital gain distributions, if any.

Tax Components of Net Assets at Fiscal Year-End:

 

Undistributed ordinary income

   $ 12,641,459  

Net unrealized appreciation (depreciation) – investments

     (183,684,493

Capital loss carryforward

     (968,801,152

Shares of beneficial interest

     5,249,685,095  
  

 

 

 

Total net assets

   $ 4,109,840,909  
  

 

 

 

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

The Fund has a capital loss carryforward as of August 31, 2022, as follows:

 

     No expiration         
     Short-Term      Long-Term      Total*  
   $ 274,012,442      $ 694,788,710      $ 968,801,152  

 

*

Capital loss carryforwards are reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

NOTE 6–Investment Transactions

For the fiscal year August 31, 2022, the cost of securities purchased and proceeds from sales of securities (other than short-term securities, U.S. Government obligations, money market funds and in-kind transactions, if any) were $5,700,469,600 and $7,463,440,060, respectively.

At August 31, 2022, the aggregate cost of investments, including any derivatives, on a tax basis includes adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end:

 

Aggregate unrealized appreciation of investments

   $ 9,753,114  

Aggregate unrealized (depreciation) of investments

     (193,437,607
  

 

 

 

Net unrealized appreciation (depreciation) of investments

   $ (183,684,493
  

 

 

 

Cost of investments for tax purposes is $4,643,348,347.

  

 

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NOTE 7–Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Fund to pay remuneration to the Independent Trustees and an Officer of the Trust. The Adviser, as a result of the Fund’s unitary management fee, pays for such compensation for the Fund. The Trustee who is an “interested person” of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, each Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of their compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select Invesco ETFs. The Deferral Fees payable to a Participating Trustee are valued as of the date such Deferral Fees would have been paid to a Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the Plan represent unsecured claims against the general assets of the Fund.

NOTE 8–Borrowing

The Fund is a party to a committed line of credit facility with a syndicate administered by State Street Bank and Trust Company, which will expire on May 23, 2023. The Fund may borrow up to the lesser of (1) $725,000,000 or (2) the limits set by its prospectus for borrowings. The Adviser, on behalf of the Fund, pays an upfront fee of 0.10% on the commitment amount and a commitment fee of 0.15% on the amount of the commitment that has not been utilized. In case of borrowings from the line of credit, the Fund pays the associated interest expenses.

During the fiscal year ended August 31, 2022, there were no outstanding borrowings from the line of credit.

NOTE 9–Unfunded Loan Commitments

Pursuant to the terms of certain Senior Loan agreements, the Fund held the following unfunded loan commitment as of August 31, 2022. The Fund intends to reserve against such contingent obligations by designating cash, liquid securities and liquid Senior Loans as a reserve. Unfunded loan commitments are reflected as a liability on the Statement of Assets and Liabilities.

 

                 Unrealized
          Unfunded Loan      Appreciation

Borrower

  

Type

   Commitment      (Depreciation)
athenahealth, Inc.    Delayed Draw Term Loan                                                       $11,211,619      $(338,828)

NOTE 10–Senior Loan Participation Commitments

The Fund may invest in participations, assignments, or act as a party to the primary lending syndicate of a senior loan interest to corporations, partnerships, and other entities. When the Fund purchases a participation of a senior loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation, but not with the borrower directly. As such, the Fund assumes the credit risk of the borrower, selling participant or other persons interpositioned between the Fund and the borrower.

During the fiscal year ended August 31, 2022, there were no interests in senior loans purchased by the Fund on a participation basis.

NOTE 11–Capital

Shares are issued and redeemed by the Fund only in Creation Units consisting of a specified number of Shares as set forth in the Fund’s prospectus. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Fund. Such transactions are principally permitted in exchange for cash. However, the Fund also reserves the right to permit or require Creation Units to be issued in exchange for the deposit of delivery of a basket of securities (“Deposit Securities”).

To the extent that the Fund permits transactions in exchange for Deposit Securities, the Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with the Trust’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Certain transaction fees may be charged by the Fund for creations and redemptions, which are treated as increases in capital.

Transactions in the Fund’s Shares are disclosed in detail in the Statement of Changes in Net Assets.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Invesco Exchange-Traded Fund Trust II and Shareholders of Invesco Senior Loan ETF

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Senior Loan ETF (one of the funds constituting Invesco Exchange-Traded Fund Trust II, referred to hereafter as the “Fund”) as of August 31, 2022, the related statement of operations for the year ended August 31, 2022, the statement of changes in net assets for each of the two years in the period ended August 31, 2022, including the related notes, and the financial highlights for each of the four years in the period ended August 31, 2022, for the ten months in the period ended August 31, 2018 and for the year ended October 31, 2017 (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, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended August 31, 2022, and the financial highlights for each of the four years in the period ended August 31, 2022, for the ten months in the period ended August 31, 2018 and for the year ended October 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2022 by correspondence with the custodian, transfer agent, agent banks, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Chicago, Illinois

October 31, 2022

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

 

    27    

 

 

 

 


 

 

Calculating your ongoing Fund expenses

Example

As a shareholder of the Invesco Senior Loan ETF (the “Fund”), a series of the Invesco Exchange-Traded Fund Trust II, you incur a unitary management fee. In addition to the unitary management fee, a shareholder may pay distribution fees, if any, brokerage expenses, taxes, interest (including interest expenses associated with the line of credit), acquired fund fees and expenses, if any, litigation expenses and other extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser). The expense examples below 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 funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2022 through August 31, 2022.

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Fund invests. The amount of fees and expenses incurred indirectly by the Fund will vary because the investment companies have varied expenses and fee levels and the Fund may own different proportions of the investment companies at different times. Estimated investment companies’ expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Fund invests in. The effect of the estimated investment companies’ expenses that the Fund bears indirectly is included in the Fund’s total return.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in 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, expenses shown in the table do not include the expenses of the underlying funds, which are borne indirectly by the Fund. If transaction costs and indirect expenses were included, your costs would have been higher.

 

                   Annualized        
     Beginning      Ending      Expense Ratio     Expenses Paid  
     Account Value      Account Value      Based on the     During the  
     March 1, 2022      August 31, 2022      Six-Month Period     Six-Month Period(1)  

Invesco Senior Loan ETF (BKLN)

          

Actual

     $1,000.00          $   983.30          0.64%           $3.20        

Hypothetical (5% return before expenses)

       1,000.00            1,021.98          0.64                3.26        

 

(1) 

Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-month period ended August 31, 2022. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period, then multiplying the result by 184/365. Expense ratios for the most recent six-month period may differ from expense ratios based on the annualized data in the Financial Highlights.

 

    28    

 

 

 

 


 

 

Tax Information

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

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

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2022:

 

Qualified Interest Income*

     94

Qualified Dividend Income*

     0

Qualified Business Income*

     0

Corporate Dividends Received Deduction*

     0

U.S. Treasury Obligations*

     0

Business Interest Income*

     100

 

*

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

 

    29    

 

 

 

 


 

 

Trustees and Officers

The Independent Trustees of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex (as defined below) overseen by each Independent Trustee and the other directorships, if any, held by each Independent Trustee are shown below:

As of August 31, 2022

 

Name, Address and Year of

Birth of Independent Trustees

 

Position(s)

Held

with Trust

 

Term of
Office

and

Length of
Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of
Portfolios

in Fund
Complex**
Overseen by
Independent
Trustees

  Other
Directorships
Held by
Independent
Trustees During
the Past 5 Years

Ronn R. Bagge–1958

c/o Invesco Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Vice Chair of the Board; Chair of the Nominating and Governance Committee and Trustee  

Vice Chair since 2018; Chair of the Nominating and Governance Committee and Trustee

since 2007

  Founder and Principal, YQA Capital Management LLC (1998-Present); formerly, Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).   230   Chair (since 2021) and member (since 2017) of the Joint Investment Committee, Mission Aviation Fellowship and MAF Foundation; Trustee, Mission Aviation Fellowship (2017-Present).

Todd J. Barre–1957

c/o Invesco Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Trustee   Since 2010   Assistant Professor of Business, Trinity Christian College (2010-2016); formerly, Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.   230   None.

 

*

This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    30    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of

Birth of Independent Trustees

 

Position(s)
Held

with Trust

 

Term of
Office

and

Length of
Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of
Portfolios

in Fund
Complex**
Overseen by
Independent
Trustees

  Other
Directorships
Held by
Independent
Trustees During
the Past 5 Years

Edmund P. Giambastiani, Jr.–1948

c/o Invesco Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Trustee   Since 2019   President, Giambastiani Group LLC (national security and energy consulting) (2007-Present); Director, First Eagle Alternative Credit LLC (2020-Present); Advisory Board Member, Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development) (2010-Present); Defense Advisory Board Member, Lawrence Livermore National Laboratory (2013-Present); formerly, Director, The Boeing Company (2009-2021); Trustee, MITRE Corporation (federally funded research development) (2008-2020); Director, THL Credit, Inc. (alternative credit investment manager) (2016-2020); Chair (2015-2016), Lead Director (2011-2015) and Director (2008-2011), Monster Worldwide, Inc. (career services); United States Navy, career nuclear submarine officer (1970-2007); Seventh Vice Chair of the Joint Chiefs of Staff (2005-2007); first NATO Supreme Allied Commander Transformation (2003-2005); Commander, U.S. Joint Forces Command (2002-2005).   230   Trustee, U.S. Naval Academy Foundation Athletic & Scholarship Program (2010-Present); formerly, Trustee, certain funds of the Oppenheimer Funds complex (2013-2019); Advisory Board Member, Maxwell School of Citizenship and Public Affairs of Syracuse University (2012-2016).

 

*

This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    31    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of

Birth of Independent Trustees

 

Position(s)
Held

with Trust

 

Term of
Office

and

Length of

Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of

Portfolios

in Fund

Complex**

Overseen by

Independent

Trustees

 

Other
Directorships
Held by

Independent

Trustees During

the Past 5 Years

Victoria J. Herget–1951

c/o Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Trustee   Since 2019   Formerly, Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978), Zurich Scudder Investments (investment adviser) (and its predecessor firms).   230   Trustee (2000- Present) and Chair (2010-2017), Newberry Library; Trustee, Chikaming Open Lands (2014-Present); formerly, Trustee, Mather LifeWays (2001-2021); Trustee, certain funds in the Oppenheimer Funds complex (2012-2019); Board Chair (2008-2015) and Director (2004-2018), United Educators Insurance Company; Independent Director, First American Funds (2003-2011); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010), Wellesley College; Trustee, BoardSource (2006-2009); Trustee, Chicago City Day School (1994-2005).

 

*

This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    32    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of

Birth of Independent Trustees

 

Position(s)
Held

with Trust

 

Term of
Office

and

Length of

Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of

Portfolios

in Fund

Complex**

Overseen by

Independent

Trustees

 

Other
Directorships
Held by

Independent

Trustees During

the Past 5 Years

Marc M. Kole–1960

c/o Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Chair of the Audit Committee and Trustee   Chair of the Audit Committee since 2008; Trustee since 2007   Formerly, Managing Director of Finance (2020-2021) and Senior Director of Finance (2015-2020), By The Hand Club for Kids (not-for-profit); Chief Financial Officer, Hope Network (social services) (2008-2012); Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Regional Chief Financial Officer, United Healthcare (2005); Chief Accounting Officer, Senior Vice President of Finance, Oxford Health Plans (2000-2004); Audit Partner, Arthur Andersen LLP (1996-2000).   230   Formerly, Treasurer (2018-2021), Finance Committee Member (2015-2021) and Audit Committee Member (2015), Thornapple Evangelical Covenant Church; Board and Finance Committee Member (2009-2017) and Treasurer (2010-2015, 2017), NorthPointe Christian Schools.

Yung Bong Lim–1964

c/o Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Chair of the Investment Oversight Committee and Trustee   Chair of the Investment Oversight Committee since 2014; Trustee since 2013   Managing Partner, RDG Funds LLC (real estate) (2008-Present); formerly, Managing Director, Citadel LLC (1999-2007).   230   Board Director, Beacon Power Services, Corp. (2019-Present); formerly, Advisory Board Member, Performance Trust Capital Partners, LLC (2008-2020).

 

*

This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    33    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of

Birth of Independent Trustees

 

Position(s)
Held

with Trust

 

Term of
Office

and

Length of

Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of

Portfolios

in Fund

Complex**

Overseen by

Independent

Trustees

 

Other
Directorships
Held by

Independent

Trustees During

the Past 5 Years

Joanne Pace–1958

c/o Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Trustee   Since 2019   Formerly, Senior Advisor, SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer, Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer, FrontPoint Partners, LLC (alternative investments) (2005-2006); Managing Director (2003-2005), Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004), Credit Suisse (investment banking); Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003), Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999), Morgan Stanley.   230   Board Director, Horizon Blue Cross Blue Shield of New Jersey (2012-Present); Governing Council Member (2016-Present) and Chair of Education Committee (2017-2021), Independent Directors Council (IDC); Council Member, New York-Presbyterian Hospital’s Leadership Council on Children’s and Women’s Health (2012-Present); formerly, Advisory Board Director, The Alberleen Group LLC (2012-2021); Board Member, 100 Women in Finance (2015-2020); Trustee, certain funds in the Oppenheimer Funds complex (2012-2019); Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC, Oppenheimer Asset Management (2011-2012); Board Director, Managed Funds Association (2008-2010); Board Director (2007-2010) and Investment Committee Chair (2008-2010), Morgan Stanley Foundation.

 

*

This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    34    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of

Birth of Independent Trustees

 

Position(s)
Held

with Trust

 

Term of
Office

and

Length of

Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of

Portfolios

in Fund

Complex**

Overseen by

Independent

Trustees

 

Other
Directorships
Held by

Independent

Trustees During

the Past 5 Years

Gary R. Wicker–1961

c/o Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Trustee   Since 2013   Senior Vice President of Global Finance and Chief Financial Officer, RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005- 2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider); Senior Audit Manager (1994-1997), PricewaterhouseCoopers LLP.   230   Board Member and Treasurer, Our Daily Bread Ministries Canada (2015-Present); Board and Finance Committee Member, West Michigan Youth For Christ (2010- Present).

Donald H. Wilson–1959

c/o Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Chair of the Board and Trustee   Chair since 2012; Trustee since 2007   Chair, President and Chief Executive Officer, McHenry Bancorp Inc. and McHenry Savings Bank (subsidiary) (2018-Present); formerly, Chair and Chief Executive Officer, Stone Pillar Advisors, Ltd. (2010-2017); President and Chief Executive Officer, Stone Pillar Investments, Ltd. (advisory services to the financial sector) (2016-2018); Chair, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013-2015); Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).   230   Director, Penfield Children’s Center (2004-Present); Board Chair, Gracebridge Alliance, Inc. (2015-Present).

 

*

This is the date the Independent Trustee began serving the Trust. Each Independent Trustee serves an indefinite term, until his or her successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    35    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

The Interested Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any, held by the Interested Trustee are shown below:

 

Name, Address and Year of Birth

of Interested Trustee

 

Position(s)
Held

with Trust

 

Term of
Office

and

Length of

Time
Served*

 

Principal

Occupation(s) During

the Past 5 Years

 

Number of

Portfolios

in Fund

Complex**

Overseen by

Interested

Trustee

 

Other
Directorships
Held by

Interested

Trustee During

the Past 5 Years

Anna Paglia–1974

Invesco Capital

Management LLC

3500 Lacey Road Suite 700

Downers Grove, IL 60515

  Trustee, President and Principal Executive Officer   Trustee since 2022, President and Principal Executive Officer since 2020   President and Principal Executive Officer (2020-Present) and Trustee (2022-Present), 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; Managing Director and Global Head of ETFs and Indexed Strategies, Chief Executive Officer and Principal Executive Officer, Invesco Capital Management LLC (2020-Present); Chief Executive Officer, Manager and Principal Executive Officer, Invesco Specialized Products, LLC (2020-Present); Vice President, Invesco Indexing LLC (2020-Present); formerly, Secretary, 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 (2011-2020), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2014-2020) and Invesco Exchange-Traded Self-Indexed Fund Trust (2015-2020); Head of Legal (2010-2020) and Secretary (2015-2020), Invesco Capital Management LLC; Manager and Assistant Secretary, Invesco Indexing LLC (2017-2020); Head of Legal and Secretary, Invesco Specialized Products, LLC (2018-2020); Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); and Associate Counsel at Barclays Global Investors Ltd. (2004-2006).   230   None

 

*

This is the date the Interested Trustee began serving the Trust. The Interested Trustee serves an indefinite term, until his successor is elected.

**

Fund Complex includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser.

 

    36    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of Birth

of Executive Officers

 

Position(s)

Held

with Trust

 

Length of

Time

Served*

 

Principal

Occupation(s) During

the Past 5 Years

Adrien Deberghes–1967

Invesco Capital

Management LLC

11 Greenway Plaza, Suite 1000

Houston, TX 77046

  Vice President   Since 2020   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 (2020-Present); Head of the Fund Office of the CFO, Fund Administration and Vice President, Invesco Advisers, Inc. (2020-Present); Principal Financial Officer, Treasurer and Vice President, The Invesco Funds (2020-Present); formerly, Senior Vice President and Treasurer, Fidelity Investments (2008-2020).

Kelli Gallegos–1970

Invesco Capital

Management LLC

11 Greenway Plaza, Suite 1000

Houston, TX 77046

  Vice President and Treasurer   Since 2018   Vice President, Invesco Advisers, Inc. (2020-Present); Principal Financial and Accounting Officer- Pooled Investments, Invesco Specialized Products, LLC (2018-Present); 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 (2018-Present); Principal Financial and Accounting Officer-Pooled Investments, Invesco Capital Management LLC (2018-Present); Vice President and Assistant Treasurer (2008-Present), The Invesco Funds; formerly, Principal Financial Officer (2016-2020) and Assistant Vice President (2008-2016), The Invesco Funds; Assistant Treasurer, Invesco Specialized Products, LLC (2018); Assistant 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 (2012-2018), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2014-2018) and Invesco Exchange-Traded Self-Indexed Fund Trust (2016-2018); and Assistant Treasurer, Invesco Capital Management LLC (2013-2018).

Adam Henkel–1980

Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Secretary   Since 2020   Head of Legal and Secretary, Invesco Capital Management LLC and Invesco Specialized Products, LLC (2020-present); Secretary, 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 (2020-Present); Assistant Secretary, Invesco Capital Markets, Inc. (2020-Present); Assistant Secretary, The Invesco Funds (2014-Present); Manager and Assistant Secretary, Invesco Indexing LLC (2020-Present); Assistant Secretary, Invesco Investment Advisers LLC (2020-Present); formerly, Assistant Secretary of Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2014-2020); Chief Compliance Officer of Invesco Capital Management LLC (2017); Chief Compliance Officer of Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2017); Senior Counsel, Invesco, Ltd. (2013-2020); Assistant Secretary, Invesco Specialized Products, LLC (2018-2020).

 

*

This is the date each Officer began serving the Trust in their current position. Each Officer serves an indefinite term, until his or her successor is elected.

 

    37    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of Birth

of Executive Officers

 

Position(s)

Held

with Trust

 

Length of

Time

Served*

 

Principal

Occupation(s) During

the Past 5 Years

Peter Hubbard–1981

Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Vice President   Since 2009   Vice President, Invesco Specialized Products, LLC (2018-Present); 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 (2009-Present), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2014-Present) and Invesco Exchange-Traded Self-Indexed Fund Trust (2016-Present); Vice President and Director of Portfolio Management, Invesco Capital Management LLC (2010-Present); and Vice President, Invesco Advisers, Inc. (2020-Present); formerly, Vice President of Portfolio Management, Invesco Capital Management LLC (2008-2010); Portfolio Manager, Invesco Capital Management LLC (2007-2008); Research Analyst, Invesco Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).

Sheri Morris–1964

Invesco Capital

Management LLC

11 Greenway Plaza, Suite 1000

Houston, TX 77046

  Vice President   Since 2012   Head of Global Fund Services, Invesco Ltd. (2019-Present); Vice President, OppenheimerFunds, Inc. (2019-Present); President and Principal Executive Officer, The Invesco Funds (2016-Present); Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2020-Present); Director, Invesco Trust Company (2022-Present) 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 (2012-Present), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2014-Present) and Invesco Exchange-Traded Self-Indexed Fund Trust (2016-Present); formerly, Treasurer (2008-2020), Vice President and Principal Financial Officer, The Invesco Funds (2008-2016); 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 (2011-2013); Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Treasurer, 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.; Vice President, Invesco Advisers, Inc. (2009-2020).

Rudolf E. Reitmann–1971

Invesco Capital

Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Vice President   Since 2013   Head of Global Exchange Traded Funds Services, Invesco Specialized Products, LLC (2018-Present); 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 (2013-Present), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (2014-Present) and Invesco Exchange-Traded Self-Indexed Fund Trust (2016-Present); Head of Global Exchange Traded Funds Services, Invesco Capital Management LLC (2013-Present); Vice President, Invesco Capital Markets, Inc. (2018-Present).

 

*

This is the date each Officer began serving the Trust in their current position. Each Officer serves an indefinite term, until his or her successor is elected.

 

    38    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

Name, Address and Year of Birth
of Executive Officers
 

Position(s)
Held

with Trust

  Length of
Time
Served*
 

Principal

Occupation(s) During

the Past 5 Years

Melanie Zimdars–1976

Invesco Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, IL 60515

  Chief Compliance Officer   Since 2017   Chief Compliance Officer, Invesco Specialized Products, LLC (2018-Present); Chief Compliance Officer, Invesco Capital Management LLC (2017-Present); Chief Compliance 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 (2017-Present); formerly, Vice President and Deputy Chief Compliance Officer, ALPS Holding, Inc. (2009-2017); Mutual Fund Treasurer/ Chief Financial Officer, Wasatch Advisors, Inc. (2005-2008); Compliance Officer, U.S. Bancorp Fund Services, LLC (2001-2005).

 

*

This is the date each Officer began serving the Trust in their current position. Each Officer serves an indefinite term, until his or her successor is elected.

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

 

    39    

 

 

 

 


 

 

Approval of Investment Advisory and Sub-Advisory Contracts

At a meeting held on April 6, 2022, the Board of Trustees of the Invesco Exchange-Traded Fund Trust II (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco Capital Management LLC (the “Adviser”) and the Trust for the following 74 series (each, a “Fund” and collectively, the “Funds”):

 

Invesco 1-30 Laddered Treasury ETF

Invesco California AMT-Free Municipal Bond ETF

Invesco CEF Income Composite ETF

Invesco China Technology ETF

Invesco DWA Developed Markets Momentum ETF

Invesco DWA Emerging Markets Momentum ETF

Invesco DWA SmallCap Momentum ETF

Invesco Emerging Markets Sovereign Debt ETF

Invesco FTSE International Low Beta Equal Weight ETF

Invesco FTSE RAFI Developed Markets ex-U.S. ETF

Invesco FTSE RAFI Developed Markets ex-U.S. Small-Mid ETF

Invesco FTSE RAFI Emerging Markets ETF

Invesco Fundamental High Yield® Corporate Bond ETF

Invesco Fundamental Investment Grade Corporate Bond ETF

Invesco Global Clean Energy ETF

Invesco Global Short Term High Yield Bond ETF

Invesco Global Water ETF

Invesco International BuyBack Achievers™ ETF

Invesco International Corporate Bond ETF

Invesco KBW Bank ETF

Invesco KBW High Dividend Yield Financial ETF

Invesco KBW Premium Yield Equity REIT ETF

Invesco KBW Property & Casualty Insurance ETF

Invesco KBW Regional Banking ETF

Invesco MSCI Green Building ETF

Invesco NASDAQ 100 ETF

Invesco NASDAQ Next Gen 100 ETF

Invesco National AMT-Free Municipal Bond ETF

Invesco New York AMT-Free Municipal Bond ETF

Invesco Preferred ETF

Invesco PureBetaSM 0-5 Yr US TIPS ETF

Invesco PureBetaSM FTSE Developed ex-North America ETF

Invesco PureBetaSM FTSE Emerging Markets ETF

Invesco PureBetaSM MSCI USA ETF

Invesco PureBetaSM MSCI USA Small Cap ETF

Invesco PureBetaSM US Aggregate Bond ETF

Invesco Russell 1000 Enhanced Equal Weight ETF

Invesco Russell 1000 Equal Weight ETF

Invesco Russell 1000 Low Beta Equal Weight ETF

Invesco S&P 500® Enhanced Value ETF

Invesco S&P 500® ex-Rate Sensitive Low Volatility ETF

Invesco S&P 500® High Beta ETF

Invesco S&P 500® High Dividend Low Volatility ETF

Invesco S&P 500® Low Volatility ETF

Invesco S&P 500 Minimum Variance ETF

Invesco S&P 500® Momentum ETF

Invesco S&P 500 Revenue ETF

Invesco S&P Emerging Markets Low Volatility ETF

Invesco S&P Emerging Markets Momentum ETF

Invesco S&P International Developed High Dividend Low Volatility ETF

Invesco S&P International Developed Low Volatility ETF

Invesco S&P International Developed Momentum ETF

Invesco S&P International Developed Quality ETF

Invesco S&P MidCap 400 Revenue ETF

Invesco S&P MidCap Low Volatility ETF

Invesco S&P SmallCap 600 Revenue ETF

Invesco S&P SmallCap Consumer Discretionary ETF

Invesco S&P SmallCap Consumer Staples ETF

Invesco S&P SmallCap Energy ETF

Invesco S&P SmallCap Financials ETF

Invesco S&P SmallCap Health Care ETF

Invesco S&P SmallCap High Dividend Low Volatility ETF

Invesco S&P SmallCap Industrials ETF

Invesco S&P SmallCap Information Technology ETF

Invesco S&P SmallCap Low Volatility ETF

Invesco S&P SmallCap Materials ETF

Invesco S&P SmallCap Quality ETF

Invesco S&P SmallCap Utilities & Communication Services ETF

Invesco S&P Ultra Dividend Revenue ETF

Invesco Senior Loan ETF

Invesco Taxable Municipal Bond ETF

Invesco Treasury Collateral ETF

Invesco Variable Rate Preferred ETF

Invesco VRDO Tax-Free ETF

 

Also at the April 6, 2022 meeting, the Board of Trustees of the Trust, including the Independent Trustees, approved the continuation of the Investment Sub-Advisory Agreement between the Adviser and the following seven affiliated sub-advisers for each of Invesco Senior Loan ETF and Invesco Treasury Collateral ETF (the “Sub-Advisory Agreement”): Invesco Advisers, Inc.; 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. (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”).

Investment Advisory Agreement

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the fees paid by the Funds and comparisons to amounts paid by other

 

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Approval of Investment Advisory and Sub-Advisory Contracts–(continued)

    

    

    

    

 

comparable registered investment companies, (iv) the costs of services provided and estimated profits realized by the Adviser, (v) the extent to which economies of scale may be realized as a Fund grows and whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders and (vi) any further benefits realized by the Adviser or its affiliates from the Adviser’s relationship with the Funds.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd. (“Invesco”), and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution and/or oversight of execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds and their underlying indexes for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2021, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error and correlation between certain Funds and their underlying indexes. In reviewing the tracking error reports, the Trustees considered information provided by Invesco’s independent performance and risk management group with respect to general expected tracking error ranges. The Trustees also considered that certain Funds were created in connection with the purchases by Invesco of the exchange-traded funds (“ETFs”) businesses of Guggenheim Capital LLC (“Guggenheim”) on April 6, 2018 or May 18, 2018 and Massachusetts Mutual Life Insurance Company (“Oppenheimer”) on May 24, 2019 (each, a “Transaction”), and that each such Fund’s performance prior to the closing of the applicable Transaction is that of its predecessor Guggenheim ETF or Oppenheimer ETF. The Trustees noted that, for each applicable period, the correlation for each Fund, other than the one-year and since-inception periods for Invesco VRDO Tax-Free ETF and the one-year period for Invesco Treasury Collateral ETF, was within the targeted range set forth in the Trust’s registration statement. The Trustees reviewed the reasons provided by the Adviser for Invesco VRDO Tax-Free ETF’s and Invesco Treasury Collateral ETF’s level of correlation to their respective underlying indexes. The Trustees noted that, for each applicable period, the tracking error for all Funds was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund’s correlation to its underlying index and the tracking error for each Fund were within an acceptable range given that Fund’s particular circumstances.

The Trustees considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent, and its oversight of the Sub-Advisers for Invesco Senior Loan ETF and Invesco Treasury Collateral ETF. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s net expense ratio and unitary advisory fee. The Trustees noted that the annual advisory fee charged to each Fund, as set forth below, is a unitary advisory fee and that the Adviser pays all other operating expenses of each Fund, including the fees payable to the Sub-Advisers for Invesco Senior Loan ETF and Invesco Treasury Collateral ETF, except that each Fund pays its brokerage expenses, taxes, interest (including, for Invesco Senior Loan ETF, interest expenses associated with any draws on its line of credit), acquired fund fees and expenses, if any, litigation expenses, costs incurred in connection with proxies (except certain proxies) and other extraordinary expenses:

 

   

0.04% of the Fund’s average daily net assets for Invesco PureBetaSM MSCI USA ETF;

 

   

0.05% of the Fund’s average daily net assets for Invesco PureBetaSM US Aggregate Bond ETF;

 

   

0.06% of the Fund’s average daily net assets for Invesco PureBetaSM MSCI USA Small Cap ETF;

 

   

0.07% of the Fund’s average daily net assets for Invesco PureBetaSM 0-5 Yr US TIPS ETF and Invesco PureBetaSM FTSE Developed ex-North America ETF;

 

   

0.08% of the Fund’s average daily net assets for Invesco Treasury Collateral ETF;

 

   

0.10% of the Fund’s average daily net assets for Invesco S&P 500 Minimum Variance ETF;

 

   

0.13% of the Fund’s average daily net assets for Invesco S&P 500 Enhanced Value ETF and Invesco S&P 500 Momentum ETF;

 

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Approval of Investment Advisory and Sub-Advisory Contracts–(continued)

    

    

    

    

 

   

0.14% of the Fund’s average daily net assets for Invesco PureBetaSM FTSE Emerging Markets ETF;

 

   

0.15% of the Fund’s average daily net assets for Invesco NASDAQ 100 ETF and Invesco NASDAQ Next Gen 100 ETF;

 

   

0.20% of the Fund’s average daily net assets for Invesco Russell 1000 Equal Weight ETF;

 

   

0.22% of the Fund’s average daily net assets for Invesco Fundamental Investment Grade Corporate Bond ETF;

 

   

0.25% of the Fund’s average daily net assets for Invesco 1-30 Laddered Treasury ETF, Invesco S&P 500® ex-Rate Sensitive Low Volatility ETF, Invesco S&P 500® High Beta ETF, Invesco S&P 500® Low Volatility ETF, Invesco S&P International Developed Low Volatility ETF, Invesco S&P International Developed Momentum ETF, Invesco S&P MidCap Low Volatility ETF, Invesco S&P SmallCap Low Volatility ETF and Invesco VRDO Tax-Free ETF;

 

   

0.28% of the Fund’s average daily net assets for Invesco California AMT-Free Municipal Bond ETF, Invesco National AMT-Free Municipal Bond ETF, Invesco New York AMT-Free Municipal Bond ETF and Invesco Taxable Municipal Bond ETF;

 

   

0.29% of the Fund’s average daily net assets for Invesco Russell 1000 Enhanced Equal Weight ETF, Invesco S&P Emerging Markets Momentum ETF, Invesco S&P Emerging Markets Low Volatility ETF, Invesco S&P International Developed Quality ETF, Invesco S&P SmallCap Consumer Discretionary ETF, Invesco S&P SmallCap Consumer Staples ETF, Invesco S&P SmallCap Energy ETF, Invesco S&P SmallCap Financials ETF, Invesco S&P SmallCap Health Care ETF, Invesco S&P SmallCap Industrials ETF, Invesco S&P SmallCap Information Technology ETF, Invesco S&P SmallCap Materials ETF, Invesco S&P SmallCap Quality ETF and Invesco S&P SmallCap Utilities & Communication Services ETF;

 

   

0.30% of the Fund’s average daily net assets for Invesco S&P 500® High Dividend Low Volatility ETF, Invesco S&P SmallCap High Dividend Low Volatility ETF and Invesco S&P International Developed High Dividend Low Volatility ETF;

 

   

0.35% of the Fund’s average daily net as