LOGO           

 

Invesco Annual Report to Shareholders

 

October 31, 2022

 

  BLKC   Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF
  SATO   Invesco Alerian Galaxy Crypto Economy ETF


 

Table of Contents

 

The Market Environment      3  
Management’s Discussion of Fund Performance      4  
Consolidated Schedules of Investments   

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)

     11  

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

     13  
Consolidated Statements of Assets and Liabilities      15  
Consolidated Statements of Operations      16  
Consolidated Statements of Changes in Net Assets      17  
Consolidated Financial Highlights      18  
Notes to Consolidated Financial Statements      20  
Report of Independent Registered Public Accounting Firm      32  
Fund Expenses      33  
Tax Information      34  
Trustees and Officers      35  

 

 

  2  

 


 

The Market Environment

 

 

 

Digital Assets

The digital asset market was extremely challenged during the fiscal year ended October 31, 2022, with the price of Bitcoin, for example, falling from over $60,000 in October 2021 to just over $20,000 in October 2022. While market pressure and tightening interest rates contributed to adverse returns across risk assets, digital assets had unique challenges, including the collapse of several prominent coins like UST and LUNA. Since many blockchain related companies are exposed to either digital asset prices directly or generate revenues from activity in the space, the challenges in the digital asset markets have contributed to related struggles for equity investments in companies in the industry.

Domestic Equity

The fiscal year ended October 31, 2022 began with continued volatility in equity markets in the fourth quarter of 2021 amid substantial inflation and the emergence of a new COVID-19 variant. Pandemic-related supply chain disruption and labor shortages intensified during the quarter, resulting in broadly higher input costs for companies and consumers alike. Additionally, the price of oil rose,1 causing higher gas prices for consumers, and the Consumer Price Index (CPI) reported for November 2021 increased 0.8%, resulting in a 6.8% increase over the prior 12 months, the highest since 1982.2 To combat inflation, the US Federal Reserve (the Fed) announced the potential for three or more interest rate increases in 2022. With solid corporate earnings and optimism about the COVID-19 Omicron variant reporting milder symptoms, stocks rallied at the 2021 year-end.

Equity markets declined in the first quarter of 2022 amid volatility sparked by Russia’s invasion of Ukraine, rising commodity prices, rampant global inflation and the Fed’s shift toward tighter monetary policy. Russia’s invasion exacerbated inflation pressures, disrupting already strained supply chains and increasing shortages of oil, gas and raw materials. The price of oil rose sharply, with crude prices reaching their highest price per barrel since 2008.1 Inflation continued to be a top concern for consumers, investors and the Fed. To combat inflation, the Fed raised the federal funds rate by one-quarter percentage point in March and the Fed indicated it would “taper” its asset purchase program quickly.3

As the war in Ukraine continued and corporate earnings in high-profile names like Netflix reported slowing growth and profits, the equity markets sold off for much of April 2022. The downward direction of the equity markets continued into the second quarter of 2022 amid record inflation, rising interest rates and an increasing likelihood of a US recession. Driven by higher food and energy prices, the CPI rose by yet another 40-year high to 8.6% for the 12 months ended May 2022.2 Oil prices peaked near $122 per barrel in early June, resulting in skyrocketing gasoline prices; the national average price reached a record high above $5 per

gallon in early June.1 To tame inflation, the Fed raised the benchmark federal funds rate three more times, by 0.50% in May, by 0.75% in June and another 0.75% in July, which were the largest increases in nearly 30 years.3 US equity markets rose in July and much of August until Fed chairman Jerome Powell’s hawkish comments at an economic policy symposium held in Jackson Hole, Wyoming sparked a sharp selloff at month-end. The Fed reiterated that it would continue taking aggressive action to curb inflation, even though such measures could “bring pain to households and businesses,” and the Fed raised the benchmark federal funds rate by another 0.75% in September.3

After experiencing a sharp drop in September 2022, US equity markets rebounded in October with strong gains, despite mixed data on the economy and corporate earnings. Inflation data reported in October came in higher than expected; however, the labor market remained strong, with payroll employment gains and a decline in the unemployment rate to a near record low of 3.5% in September.2 The initial estimate of third quarter real gross domestic product showed an increase of 2.6% (annualized) after falling in the prior two quarters, but the headline number masked a drop in demand and investment. Corporate earnings were generally in line with expectations, but many companies’ forward earnings guidance was weaker than expected.

In this environment, US stocks had negative double-digit returns for the fiscal year ended October 31, 2022 of -14.61%, as measured by the S&P 500 Index.4

 

1 

Source: Bloomberg LP

2 

Source: US Bureau of Labor Statistics

3 

Source: US Federal Reserve

4 

Source: Lipper Inc.

Global Equity

At the beginning of the fiscal year ended October 31, 2022, developed global equity markets were mostly positive, despite rising inflation and the emergence of Omicron, a new COVID-19 variant. Pandemic-related supply chain disruptions and labor shortages intensified at the end of 2021, resulting in broadly higher costs for companies and consumers. Emerging market equities declined due in part to COVID-19 concerns and China’s ongoing regulatory tightening in the private education and technology sectors and slowing economic growth.

Global equity markets declined in the first half of 2022 amid volatility sparked by Russia’s invasion of Ukraine, rising commodity prices, rampant global inflation and central banks shifting toward tighter monetary policy. Russia’s invasion exacerbated inflationary pressures, disrupting already strained supply chains, and increasing shortages of oil, gas and raw materials, with the price of oil rising sharply.

Inflation headwinds continued into the third quarter of 2022. The US Federal Reserve (the Fed), the European Central Bank and the

 

 

  3  

 


 

The Market Environment (continued)

 

 

 

Bank of England all raised interest rates. In contrast, the People’s Bank of China lowered its policy rate and the Bank of Japan kept rates the same. Emerging market equities, hampered by the strong US dollar, underperformed developed market equities.

During October 2022, developed market equities rebounded and were in positive territory. Developed market equities outperformed emerging market equities, which declined primarily driven by weakness in China as Chinese markets reacted to the reappointment of President Xi and his authority, with no signs of the country’s zero-COVID-19 policy being relaxed. Despite the rebound in October for developed market equities, at the end of the fiscal year, trailing one-year returns for developed market equities and emerging market equities were both in negative territory.

 

 

  4  

 


 

 

BLKC    Management’s Discussion of Fund Performance
   Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)

 

As an index fund, the Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (the “Fund”) is passively managed and seeks to track the investment results (before fees and expenses) of the Alerian Galaxy Global Blockchain Equity, Trusts and ETPs Index (the “Index”). The Fund generally will invest at least 80% of its total assets in the securities that comprise the Index.

Strictly in accordance with its guidelines and mandated procedures, GKD Index Partners, LLC d/b/a Alerian (the “Index Provider or Alerian”) maintains the Index, which is comprised of two different components: (i) stocks of companies that are materially engaged in the development of blockchain technology, cryptocurrency mining, cryptocurrency buying, or enabling technologies (the “Equity Component”); and (ii) exchange-traded products (“ETPs”) and private investment trusts traded over-the-counter that invest at least 75% of their assets in Bitcoin (the “ETP and Trust Component”).

The Equity Component of the Index is primarily comprised of exchange-listed equity securities of companies that are principally or materially engaged in one of the following four business activities (each, a “Business Segment”): cryptocurrency miners, cryptocurrency enabling technologies, cryptocurrency buyers and blockchain users.

To be eligible for inclusion in the Equity Component, a company’s stock must be listed on an approved and globally recognized exchange and such company must have: (i) a minimum full market capitalization value of $50 million, (ii) a minimum free float factor of 20%, and (iii) a minimum average daily trading value (“ADTV”) for the previous three months of $1 million. Companies may be located in the U.S. or in foreign jurisdictions, including in emerging markets.

The ETP and Trust Component of the Index is represented by exchange-traded products and open-ended private investment trusts that trade on an approved U.S. exchange (in accordance with the Index Provider’s methodology) and invest at least 75% of their assets in Bitcoin. To be eligible for inclusion in the ETP and Trust Component, an ETP or private trust must also: (i) have a minimum full market capitalization of $1 billion ($500 million for current Index constituents), (ii) have a minimum ADTV for the previous three months of $15 million ($7.5 million for current Index constituents), and (iii) have an open-end structure. Currently, the only security in the ETP and Trust Component that the Fund will hold is the Grayscale Bitcoin Trust.

The Fund will not invest directly in cryptocurrencies or crypto assets. The Fund also will not invest in initial coin offerings or futures contracts on cryptocurrencies. Because the Fund will not invest directly in any cryptocurrency, it will not track price movements of any cryptocurrency. The Fund may, however, have indirect exposure to crypto assets by virtue of (i) its investments

in companies that use one or more crypto assets as part of their business activities or that hold crypto assets as proprietary investments and (ii) its investments in the ETP and Trust Component.

The Fund will allocate its assets in the same proportion as the Index (i.e., under normal circumstances, the Fund will invest approximately 85% of its assets in securities of the Equity Component and 15% in the ETP and Trust Component). The Fund generally invests in all of the securities comprising the Equity Component in proportion to their weightings in the Equity Component. However, due to the practical difficulties and expense of, or other restrictions on, purchasing all of the securities in the Index (particularly constituents of the ETP and Trust Components and otherwise where necessary), the Fund will also utilize a sampling methodology from time to time.

For the fiscal year ended October 31, 2022, on a market price basis, the Fund returned (63.66)%. On a net asset value (“NAV”) basis, the Fund returned (63.88)%. During the same time period, the Index returned (64.25)%. During the fiscal year, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to income from securities lending, which were partially offset by fees and expenses incurred by the Fund during the period.

During this same time period, the MSCI All Country World Index (Net) (the “Benchmark Index”) returned (19.96)%. The Benchmark Index is an unmanaged index weighted by market capitalization and based on the average performance of approximately 3,000 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 global stocks.

The performance of the Fund differed from the Benchmark Index because the Fund seeks to track an Index that employs a stock selection methodology within a specific sector whereas the Benchmark Index selects and weights stocks across all sectors based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the software industry and most underweight in the pharmaceuticals industry during the fiscal year ended October 31, 2022. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s stock selection in the software and IT services industries, respectively.

For the fiscal year ended October 31, 2022, the industrial conglomerates industry was the only contributing industry. The software industry detracted most significantly from the Fund’s return, followed by the IT services industry.

 

 

  5  

 


 

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC) (continued)

 

Positions that contributed most significantly to the Fund’s return for the fiscal year ended October 31, 2022 included Applied Blockchain, Inc., a software company (portfolio average weight of 0.52%), and Wells Fargo & Co., a banks company (portfolio average weight of 0.65%). Positions that detracted most significantly from the Fund’s return included Grayscale Bitcoin Trust BTC (portfolio average weight of 14.64%), and Greenidge Generation Holdings Inc., Class A, a software company (portfolio average weight of 1.21%).

 

Sector Breakdown
(% of the Fund’s Net Assets)
as of October 31, 2022
 
Information Technology      49.13  
Investment Companies      15.11  
Financials      14.80  
Communication Services      6.44  
Industrials      4.52  
Consumer Discretionary      3.96  
Consumer Staples      3.01  
Sector Types Each Less Than 3%      2.90  
Money Market Funds Plus Other Assets Less Liabilities      0.13  

 

Top Ten Fund Holdings*
(% of the Fund’s Net Assets)
as of October 31, 2022
 
Security   
Grayscale Bitcoin Trust BTC      15.11  
MicroStrategy, Inc., Class A      1.73  
Oracle Corp.      1.71  
Hut 8 Mining Corp.      1.68  
Applied Blockchain, Inc.      1.66  
Marathon Digital Holdings, Inc.      1.65  
JPMorgan Chase & Co.      1.63  
Honeywell International, Inc.      1.63  
Cleanspark, Inc.      1.63  
International Business Machines Corp.      1.61  
Total      30.04  

 

*

Excluding money market fund holdings.

 

 

  6  

 


 

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC) (continued)

 

Growth of a $10,000 Investment Since Inception

 

LOGO

Fund Performance History as of October 31, 2022

 

    1 Year           Fund Inception  
Index         Average
Annualized
    Cumulative  
Alerian Galaxy Global Blockchain Equity, Trusts & ETPs Index (Net)     (64.25 )%        (58.41 )%      (60.70 )% 
MSCI All Country World Index (Net)     (19.96       (15.93     (16.87
Fund        
NAV Return     (63.88       (57.81     (60.09
Market Price Return     (63.66       (57.97     (60.26

 

Fund Inception: October 7, 2021

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. According to the Fund’s current prospectus, the Fund’s expense ratio of 0.60% is expressed as a unitary management fee to cover operating expenses and expenses incurred in connection with managing the portfolio. 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 Index and Fund Performance History:

 

-

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

 

-

Net returns reflect reinvested dividends net of withholding taxes.

 

 

  7  

 


 

 

SATO    Management’s Discussion of Fund Performance
   Invesco Alerian Galaxy Crypto Economy ETF (SATO)

 

As an index fund, the Invesco Alerian Galaxy Crypto Economy ETF (the “Fund”) is passively managed and seeks to track the investment results (before fees and expenses) of the Alerian Galaxy Global Cryptocurrency-Focused Blockchain Equity, Trusts and ETPs Index (the “Index”). The Fund generally will invest at least 80% of its total assets in the securities that comprise the Index.

Strictly in accordance with its guidelines and mandated procedures, GKD Index Partners, LLC d/b/a Alerian (the “Index Provider” or “Alerian”) maintains the Index, which is comprised of two different components: (i) stocks of digital asset companies, which are companies that are materially engaged in cryptocurrency, cryptocurrency mining, cryptocurrency buying, or cryptocurrency enabling technologies (the “Equity Component”); and (ii) exchange-traded products (“ETPs”) and private investment trusts traded over-the-counter that invest at least 75% of their assets in Bitcoin (the “ETP and Trust Component”).

The Equity Component of the Index is primarily comprised of exchange-listed equity securities of companies that are principally engaged in one of the following three business activities (each, a “Business Segment”): cryptocurrency miners, cryptocurrency enabling technologies and cryptocurrency buyers.

To be eligible for inclusion in the Equity Component of the Index, a company’s stock must be listed on a globally recognized exchange and such company must have: (i) a minimum full market capitalization value of $50 million, (ii) a minimum free float factor of 20%, and (iii) a minimum average daily trading value (“ADTV”) for the previous three months of $1 million. Companies may be located in the U.S. or in foreign jurisdictions, including in emerging markets.

The ETP and Trust Component of the Index is represented by exchange-traded products (including exchange-traded notes (“ETNs”) and exchange-traded funds listed outside of the U.S.) and open-ended private investment trusts that trade on an approved U.S. exchange (in accordance with the Index Provider’s methodology) and invest at least 75% of their assets in Bitcoin. To be eligible for inclusion in the ETP and Trust Component, an ETP or private trust must: (i) have a minimum full market capitalization of $1 billion ($500 million for current constituents), (ii) have a minimum ADTV for the previous three months of $15 million ($7.5 million for current constituents), and (iii) have an open-end structure. Currently, the only security in the ETP and Trust Component that the Fund will hold is the Grayscale Bitcoin Trust.

The Fund will not invest directly in cryptocurrencies or crypto assets. The Fund also will not invest in initial coin offerings or futures contracts on cryptocurrencies. Because the Fund will not invest directly in any cryptocurrency, it will not track price movements of any cryptocurrency. The Fund may, however, have indirect exposure to crypto assets by virtue of (i) its investments

in companies that use one or more crypto assets as part of their business activities or that hold crypto assets as proprietary investments and (ii) its investments in the ETP and Trust Component.

The Fund will allocate its assets in the same proportion as the Index (i.e., under normal circumstances, the Fund will invest approximately 85% of its assets in securities of the Equity Component and 15% in the ETP and Trust Component). The Fund generally invests in all of the securities comprising the Equity Component in proportion to their weightings in the Equity Component. However, due to the practical difficulties and expense of, or other restrictions on, purchasing all of the securities in the Index (particularly constituents of the ETP and Trust Components and otherwise where necessary), the Fund will also utilize a sampling methodology from time to time.

For the fiscal year ended October 31, 2022, on a market price basis, the Fund returned (78.27)%. On a net asset value (“NAV”) basis, the Fund returned (78.47)%. During the same time period, the Index returned (78.20)%. During the fiscal year, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and expenses the Fund incurred during the period, partially offset by the Fund having a lower weight to the Grayscale Bitcoin Trust relative to the Index.

During this same time period, the MSCI All Country World Index (Net) (the “Benchmark Index”) returned (19.96)%. The Benchmark Index is an unmanaged index weighted by market capitalization and based on the average performance of approximately 3,000 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 global stocks.

The performance of the Fund differed from the Benchmark Index because the Fund seeks to track an Index that employs a stock selection methodology within a specific sector whereas the Benchmark Index selects and weights stocks across all sectors based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the software industry and most underweight in the pharmaceuticals industry during the fiscal year ended October 31, 2022. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s security selection and overweight allocation in the software industry.

For the fiscal year ended October 31, 2022, no industry positively contributed to the Fund’s return. The software industry detracted most significantly from the Fund’s return during the period, followed by the IT services and capital markets industries, respectively.

 

 

  8  

 


 

Invesco Alerian Galaxy Crypto Economy ETF (SATO) (continued)

 

Positions that contributed most significantly to the Fund’s return for the fiscal year ended October 31, 2022 included Applied Blockchain, Inc., a software company (portfolio average weight of 1.21%), and Marathon Digital Holdings, Inc., a software company (portfolio average weight of 3.02%). Positions that detracted most significantly from the Fund’s return included Grayscale Bitcoin Trust BTC (portfolio average weight of 14.98%), and Core Scientific, Inc., an IT services company (portfolio average weight of 1.87%).

 

Sector Breakdown
(% of the Fund’s Net Assets)
as of October 31, 2022
 
Information Technology      60.69  
Financials      17.96  
Investment Companies      15.36  
Communication Services      3.05  
Sector Types Each Less Than 3%      2.68  
Money Market Funds Plus Other Assets Less Liabilities      0.26  

 

Top Ten Fund Holdings*
(% of the Fund’s Net Assets)
as of October 31, 2022
 
Security   
Grayscale Bitcoin Trust BTC      15.36  
MicroStrategy, Inc., Class A      4.46  
Hut 8 Mining Corp.      4.35  
Marathon Digital Holdings, Inc.      4.29  
Applied Blockchain, Inc.      4.29  
Cleanspark, Inc.      4.21  
Riot Blockchain, Inc.      3.97  
Galaxy Digital Holdings Ltd.      3.94  
Block, Inc., Class A      3.93  
Bit Digital, Inc.      3.64  
Total      52.44  

 

*

Excluding money market fund holdings.

 

 

  9  

 


 

Invesco Alerian Galaxy Crypto Economy ETF (SATO) (continued)

 

Growth of a $10,000 Investment Since Inception

 

LOGO

Fund Performance History as of October 31, 2022

 

    1 Year           Fund Inception  
Index         Average
Annualized
    Cumulative  
Alerian Galaxy Global Cryptocurrency-Focused Blockchain Equity, Trusts & ETPs Index (Net)     (78.20 )%        (72.67 )%      (74.86 )% 
MSCI All Country World Index (Net)     (19.96       (15.93     (16.87
Fund        
NAV Return     (78.47       (72.78     (74.97
Market Price Return     (78.27       (73.12     (75.30

Fund Inception: October 7, 2021

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. According to the Fund’s current prospectus, the Fund’s expense ratio of 0.60% is expressed as a unitary management fee to cover operating expenses and expenses incurred in connection with managing the portfolio. 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 Index and Fund Performance History:

 

-

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

 

-

Net returns reflect reinvested dividends net of withholding taxes.

 

 

  10  

 


 

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)

October 31, 2022

Consolidated Schedule of Investments(a)

 

       Shares        Value  

Common Stocks & Other Equity Interests-84.76%

 

Australia-2.71%

 

BHP Group Ltd.

     1,142      $      27,282  

Iris Energy Ltd.(b)(c)

     7,663        25,939  
     

 

 

 
        53,221  
     

 

 

 

Canada-4.37%

 

Bitfarms Ltd.(b)(c)

     27,965        26,816  

Hive Blockchain Technologies Ltd.(b)(c)

     8,315        25,907  

Hut 8 Mining Corp.(b)(c)

     14,761        33,114  
     

 

 

 
        85,837  
     

 

 

 

China-6.48%

 

Alibaba Group Holding Ltd., ADR(b)(c)

     373        23,715  

Bit Digital, Inc.(b)(c)

     26,138        27,706  

Canaan, Inc., ADR(b)(c)

     8,502        24,656  

Meitu, Inc.(b)(d)

     322,830        27,966  

Tencent Holdings Ltd.

     894        23,415  
     

 

 

 
        127,458  
     

 

 

 

Netherlands-1.51%

 

Shell PLC

     1,076        29,782  
     

 

 

 

Norway-1.54%

 

Aker ASA, Class A

     431        30,366  
     

 

 

 

South Korea-1.54%

 

Samsung Electronics Co. Ltd.

     727        30,316  
     

 

 

 

Taiwan-1.32%

 

Taiwan Semiconductor Manufacturing Co. Ltd., ADR

     420        25,851  
     

 

 

 

United States-65.29%

 

Accenture PLC, Class A

     108        30,661  

Advanced Micro Devices, Inc.(b)

     475        28,529  

Alphabet, Inc., Class A(b)

     282        26,652  

Amazon.com, Inc.(b)

     248        25,405  

Applied Blockchain, Inc.(b)(c)

     14,496        32,616  

Bakkt Holdings, Inc.(b)

     13,007        27,705  

Bank of America Corp.

     878        31,643  

BitNile Holdings, Inc.(b)

     155,630        26,535  

Block, Inc., Class A(b)

     498        29,915  

Cisco Systems, Inc.

     686        31,165  

Citigroup, Inc.

     648        29,717  

Cleanspark, Inc.(b)(c)

     9,201        32,020  

Coinbase Global, Inc., Class A(b)(c)

     404        26,765  

Core Scientific, Inc.(b)

     22,552        4,510  

Galaxy Digital Holdings Ltd., (Acquired 10/05/2021 - 10/21/2022;
Cost $55,978)(b)(c)(e)

     6,165        29,965  

Goldman Sachs Group, Inc. (The)

     90        31,006  

Greenidge Generation Holdings, Inc.(b)(c)

     22,933        22,296  

Honeywell International, Inc.

     157        32,031  

Intel Corp.

     1,060        30,136  

International Business Machines Corp.

     229        31,668  

Intuit, Inc.

     70        29,925  

JPMorgan Chase & Co.

     255        32,099  

Investment Abbreviations:

 

ADR-American Depositary Receipt

 

       Shares        Value  

United States-(continued)

     

Marathon Digital Holdings, Inc.(b)(c)

     2,480      $ 32,513  

Mastercard, Inc., Class A

     94        30,849  

Meta Platforms, Inc., Class A(b)

     215        20,029  

Micron Technology, Inc.

     511        27,645  

Microsoft Corp.

     119        27,624  

MicroStrategy, Inc., Class A(b)(c)

     127        33,974  

Nestle S.A.

     267        29,092  

NVIDIA Corp.

     234        31,583  

Oracle Corp.

     430        33,570  

PayPal Holdings, Inc.(b)

     331        27,665  

Phunware, Inc.(b)(c)

     23,901        27,964  

QUALCOMM, Inc.

     247        29,062  

Riot Blockchain, Inc.(b)(c)

     4,380        30,178  

SAI.TECH Global Corp., Class C(b)(c)

     7,814        17,972  

salesforce.com, inc.(b)

     192        31,217  

Signature Bank

     181        28,694  

Silvergate Capital Corp., Class A(b)(c)

     408        23,158  

Tesla, Inc.(b)

     126        28,670  

Texas Instruments, Inc.

     180        28,913  

Verizon Communications, Inc.

     765        28,588  

Visa, Inc., Class A(c)

     151        31,281  

Walmart, Inc.

     211        30,032  

Wells Fargo & Co.

     657        30,216  
     

 

 

 
        1,283,453  
     

 

 

 

Total Common Stocks & Other Equity Interests
(Cost $2,365,512)

 

     1,666,284  
     

 

 

 

Mutual Fund-15.11%

     

United States-15.11%

     

Grayscale Bitcoin Trust BTC
(Cost $728,447)

     24,752        297,024  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES
(excluding investments purchased with cash collateral from securities on loan)-99.87%
(Cost $3,093,959)

 

     1,963,308  
     

 

 

 
Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds-21.73%

 

Invesco Private Government Fund, 3.18%(f)(g)(h)

     117,081        117,081  

Invesco Private Prime Fund, 3.28%(f)(g)(h)

     310,156        310,156  
     

 

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan
(Cost $427,235)

 

     427,237  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES-121.60%
(Cost $3,521,194)

 

     2,390,545  

OTHER ASSETS LESS LIABILITIES-(21.60)%

 

     (424,688
     

 

 

 

NET ASSETS-100.00%

 

   $ 1,965,857  
     

 

 

 

 

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

 

    11    

 

 

 

 


 

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)–(continued)

October 31, 2022

    

 

Notes to Consolidated Schedule of Investments:

(a) 

The Consolidated Schedule of Investments includes the accounts of the wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidations.

(b) 

Non-income producing security.

(c) 

All or a portion of this security was out on loan at October 31, 2022.

(d) 

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The value of this security at October 31, 2022 represented 1.42% of the Fund’s Net Assets.

(e) 

Restricted security. The value of this security at October 31, 2022 represented 1.52% 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 October 31, 2022.

 

    Value
October 31, 2021
  Purchases
at Cost
  Proceeds
from Sales
  Change in
Unrealized
Appreciation
  Realized
Gain
(Loss)
  Value
October 31, 2022
  Dividend
Income
Investments in Affiliated Money Market Funds:                            
Invesco Government & Agency Portfolio, Institutional Class     $ -     $ 398,568     $ (398,568 )     $ -     $ -     $ -     $ 41
Investments Purchased with Cash Collateral from Securities on Loan:                            
Invesco Private Government Fund       -       2,688,047       (2,570,966 )       -       -       117,081       1,202 *
Invesco Private Prime Fund       -       4,382,494       (4,072,262 )       2       (78 )       310,156       3,401 *
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Total     $ -     $ 7,469,109     $ (7,041,796 )     $ 2     $ (78 )     $ 427,237     $ 4,644
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

*

Represents the income earned on the investment of cash collateral, which is included in securities lending income on the Consolidated Statement of Operations. Does not include rebates and fees paid to lending agent or premiums received from borrowers, if any.

 

(g) 

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

(h) 

The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I.

 

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

 

    12    

 

 

 

 


 

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

October 31, 2022

Consolidated Schedule of Investments(a)

 

       Shares        Value  

Common Stocks & Other Equity Interests-84.38%

 

Australia-3.41%

     

Iris Energy Ltd.(b)(c)

     27,889      $      94,404  
     

 

 

 

Canada-11.29%

     

Bitfarms Ltd.(b)

     101,795        97,611  

Hive Blockchain Technologies Ltd.(b)(c)

     30,258        94,276  

Hut 8 Mining Corp.(b)(c)

     53,728        120,529  
     

 

 

 
        312,416  
     

 

 

 

China-8.49%

     

Bit Digital, Inc.(b)(c)

     95,143        100,851  

Canaan, Inc., ADR(b)(c)

     30,941        89,729  

Meitu, Inc.(b)(d)

     279,097        24,177  

Tencent Holdings Ltd.

     771        20,194  
     

 

 

 
        234,951  
     

 

 

 

Norway-0.95%

     

Aker ASA, Class A

     372        26,209  
     

 

 

 

South Korea-0.95%

     

Samsung Electronics Co. Ltd.

     632        26,355  
     

 

 

 

Taiwan-0.81%

     

Taiwan Semiconductor Manufacturing Co. Ltd., ADR

     363        22,343  
     

 

 

 

United States-58.48%

     

Advanced Micro Devices, Inc.(b)

     410        24,625  

Alphabet, Inc., Class A(b)

     242        22,871  

Applied Blockchain, Inc.(b)

     52,744        118,674  

Bakkt Holdings, Inc.(b)

     47,347        100,849  

BitNile Holdings, Inc.(b)

     134,538        22,939  

Block, Inc., Class A(b)

     1,810        108,727  

Cleanspark, Inc.(b)(c)

     33,485        116,528  

Coinbase Global, Inc., Class A(b)(c)

     1,470        97,388  

Core Scientific, Inc.(b)

     82,097        16,419  

Galaxy Digital Holdings Ltd., (Acquired 01/25/2022 - 10/21/2022;
Cost $114,338)(b)(c)(e)

     22,429        109,017  

Goldman Sachs Group, Inc. (The)

     78        26,872  

Greenidge Generation Holdings, Inc.(b)(c)

     83,439        81,119  

JPMorgan Chase & Co.

     221        27,819  

Marathon Digital Holdings, Inc.(b)(c)

     9,067        118,868  

Meta Platforms, Inc., Class A(b)

     185        17,235  

Micron Technology, Inc.

     441        23,858  

Investment Abbreviations:

     

ADR-American Depositary Receipt

     
       Shares        Value  

United States-(continued)

     

Microsoft Corp.

     103      $ 23,909  

MicroStrategy, Inc., Class A(b)(c)

     461        123,322  

NVIDIA Corp.

     202        27,264  

PayPal Holdings, Inc.(b)

     288        24,071  

Phunware, Inc.(b)(c)

     20,664        24,177  

Riot Blockchain, Inc.(b)(c)

     15,931        109,765  

SAI.TECH Global Corp., Class C(b)(c)

     28,404        65,329  

Signature Bank

     157        24,889  

Silvergate Capital Corp., Class A(b)(c)

     1,483        84,175  

Tesla, Inc.(b)

     109        24,802  

Visa, Inc., Class A

     131        27,138  

Wells Fargo & Co.

     571        26,260  
     

 

 

 
        1,618,909  
     

 

 

 

Total Common Stocks & Other Equity Interests
(Cost $4,038,449)

 

     2,335,587  
     

 

 

 

Mutual Fund-15.36%

 

United States-15.36%

     

Grayscale Bitcoin Trust BTC
(Cost $975,206)

     35,435        425,220  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES
(excluding investments purchased with cash collateral from securities on loan)-99.74%
(Cost $5,013,655)

 

     2,760,807  
     

 

 

 
Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds-31.16%

 

Invesco Private Government Fund, 3.18%(f)(g)(h)

     221,063        221,063  

Invesco Private Prime Fund, 3.28%(f)(g)(h)

     641,624        641,624  
     

 

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan
(Cost $862,688)

 

     862,687  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES-130.90%
(Cost $5,876,343)

 

     3,623,494  

OTHER ASSETS LESS LIABILITIES-(30.90)%

 

     (855,417
     

 

 

 

NET ASSETS-100.00%

      $ 2,768,077  
     

 

 

 

 

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

 

    13    

 

 

 

 


 

Invesco Alerian Galaxy Crypto Economy ETF (SATO)–(continued)

October 31, 2022

    

 

Notes to Consolidated Schedule of Investments:

(a) 

The Consolidated Schedule of Investments includes the accounts of the wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidations.

(b) 

Non-income producing security.

(c) 

All or a portion of this security was out on loan at October 31, 2022.

(d) 

Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The value of this security at October 31, 2022 represented less than 1% of the Fund’s Net Assets.

(e) 

Restricted security. The value of this security at October 31, 2022 represented 3.94% 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 October 31, 2022.

 

    Value
October 31, 2021
  Purchases
at Cost
  Proceeds
from Sales
  Change in
Unrealized
Appreciation
(Depreciation)
  Realized
Gain
(Loss)
  Value
October 31, 2022
  Dividend
Income
Investments in Affiliated Money Market Funds:                            
Invesco Government & Agency Portfolio, Institutional Class       $413,001     $ 312,912     $ (725,913 )     $ -     $ -     $ -     $ 28
Investments Purchased with Cash Collateral from Securities on Loan:                            
Invesco Private Government Fund                    -       7,512,908       (7,291,845 )       -       -       221,063       3,185 *
Invesco Private Prime Fund                    -       11,892,213       (11,250,289 )       (1 )       (299 )       641,624       9,269 *
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Total       $413,001     $ 19,718,033     $ (19,268,047 )     $ (1 )     $ (299 )     $ 862,687     $ 12,482
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

*

Represents the income earned on the investment of cash collateral, which is included in securities lending income on the Consolidated Statement of Operations. Does not include rebates and fees paid to lending agent or premiums received from borrowers, if any.

 

(g) 

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

(h)

The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I.

 

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

 

    14    

 

 

 

 


 

Consolidated Statements of Assets and Liabilities

October 31, 2022

 

     Invesco    
     Alerian Galaxy   Invesco
     Blockchain Users   Alerian Galaxy
     and Decentralized   Crypto Economy
    

Commerce ETF (BLKC)

 

ETF (SATO)

Assets:

        

Unaffiliated investments in securities, at value(a)

     $ 1,963,308     $ 2,760,807

Affiliated investments in securities, at value

       427,237       862,687

Receivable for:

        

Dividends

       1,183       2,372

Securities lending

       3,128       6,899

Investments sold

       -       64,846
    

 

 

     

 

 

 

Total assets

       2,394,856       3,697,611
    

 

 

     

 

 

 

Liabilities:

        

Due to custodian

       728       65,212

Due to foreign custodian

       36       171

Payable for:

        

Collateral upon return of securities loaned

       427,235       862,688

Accrued unitary management fees

       1,000       1,463
    

 

 

     

 

 

 

Total liabilities

       428,999       929,534
    

 

 

     

 

 

 

Net Assets

     $ 1,965,857     $ 2,768,077
    

 

 

     

 

 

 

Net assets consist of:

        

Shares of beneficial interest

     $ 4,880,126     $ 10,677,914

Distributable earnings (loss)

       (2,914,269 )       (7,909,837 )
    

 

 

     

 

 

 

Net Assets

     $ 1,965,857     $ 2,768,077
    

 

 

     

 

 

 

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

       200,001       450,001

Net asset value

     $ 9.83     $ 6.15
    

 

 

     

 

 

 

Market price

     $ 9.82     $ 6.14
    

 

 

     

 

 

 

Unaffiliated investments in securities, at cost

     $ 3,093,959     $ 5,013,655
    

 

 

     

 

 

 

Affiliated investments in securities, at cost

     $ 427,235     $ 862,688
    

 

 

     

 

 

 

Foreign currencies (due to foreign custodian), at cost

     $ (36 )     $ (178 )
    

 

 

     

 

 

 

(a)Includes securities on loan with an aggregate value of:

     $ 384,229     $ 744,880
    

 

 

     

 

 

 

 

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

 

    15    

 

 

 

 


 

Consolidated Statements of Operations

For the year ended October 31, 2022

 

     Invesco    
     Alerian Galaxy   Invesco
     Blockchain Users   Alerian Galaxy
     and Decentralized   Crypto Economy
    

Commerce ETF (BLKC)

 

ETF (SATO)

Investment income:

        

Unaffiliated dividend income

     $ 29,208     $ 8,901

Affiliated dividend income

       41       28

Non-cash dividend income

       -       2,283

Securities lending income, net

       57,920       191,334

Foreign withholding tax

       (1,343 )       (890 )
    

 

 

     

 

 

 

Total investment income

       85,826       201,656
    

 

 

     

 

 

 

Expenses:

        

Unitary management fees

       20,226       38,066

Tax expenses

       192       577
    

 

 

     

 

 

 

Total expenses

       20,418       38,643
    

 

 

     

 

 

 

Net investment income

       65,408       163,013
    

 

 

     

 

 

 

Realized and unrealized gain (loss) from:

        

Net realized gain (loss) from:

        

Unaffiliated investment securities

       (1,893,240 )       (6,978,216 )

Affiliated investment securities

       (78 )       (299 )

In-kind redemptions

       -       (112,682 )

Foreign currencies

       444       (772 )
    

 

 

     

 

 

 

Net realized gain (loss)

       (1,892,874 )       (7,091,969 )
    

 

 

     

 

 

 

Change in net unrealized appreciation (depreciation) of:

        

Unaffiliated investment securities

       (1,711,143 )       (3,653,806 )

Affiliated investment securities

       2       (1 )

Foreign currencies

       3       9
    

 

 

     

 

 

 

Change in net unrealized appreciation (depreciation)

       (1,711,138 )       (3,653,798 )
    

 

 

     

 

 

 

Net realized and unrealized gain (loss)

       (3,604,012 )       (10,745,767 )
    

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

     $ (3,538,604 )     $ (10,582,754 )
    

 

 

     

 

 

 

 

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

 

    16    

 

 

 

 


 

Statements of Changes in Net Assets

For the years ended October 31, 2022 and 2021

 

     Invesco         
     Alerian Galaxy    Invesco
     Blockchain Users    Alerian Galaxy
     and Decentralized    Crypto Economy
     Commerce ETF (BLKC)    ETF (SATO)
     2022   2021(a)    2022   2021(a)

Operations:

                 

Net investment income (loss)

     $ 65,408     $ 981      $ 163,013     $ (3,186 )

Net realized gain (loss)

       (1,892,874 )       4,712        (7,091,969 )       1,428

Change in net unrealized appreciation (depreciation)

       (1,711,138 )       580,491        (3,653,798 )       1,400,958
    

 

 

     

 

 

      

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

       (3,538,604 )       586,184        (10,582,754 )       1,399,200
    

 

 

     

 

 

      

 

 

     

 

 

 

Distributions to Shareholders from:

                 

Distributable earnings

       (81,748 )       -        (174,368 )       -
    

 

 

     

 

 

      

 

 

     

 

 

 

Shareholder Transactions:

                 

Proceeds from shares sold

       -       5,000,025        2,453,318       10,363,314

Value of shares repurchased

       -       -        (690,633 )       -
    

 

 

     

 

 

      

 

 

     

 

 

 

Net increase in net assets resulting from share transactions

       -       5,000,025        1,762,685       10,363,314
    

 

 

     

 

 

      

 

 

     

 

 

 

Net increase (decrease) in net assets

       (3,620,352 )       5,586,209        (8,994,437 )       11,762,514
    

 

 

     

 

 

      

 

 

     

 

 

 

Net assets:

                 

Beginning of period

       5,586,209       -        11,762,514       -
    

 

 

     

 

 

      

 

 

     

 

 

 

End of period

     $ 1,965,857     $ 5,586,209      $ 2,768,077     $ 11,762,514
    

 

 

     

 

 

      

 

 

     

 

 

 

Changes in Shares Outstanding:

                 

Shares sold

       -       200,001        150,000       400,001

Shares repurchased

       -       -        (100,000 )       -

Shares outstanding, beginning of period

       200,001       -        400,001       -
    

 

 

     

 

 

      

 

 

     

 

 

 

Shares outstanding, end of period

       200,001       200,001        450,001       400,001
    

 

 

     

 

 

      

 

 

     

 

 

 

(a) For the period October 5, 2021 (commencement of investment operations) through October 31, 2021.

 

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

 

    17    

 

 

 

 


 

Consolidated Financial Highlights

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)

 

         For the Period
         October 5, 2021(a)
     Year Ended   Through
     October 31,   October 31,
    

      2022       

 

            2021           

Per Share Operating Performance:

        

Net asset value at beginning of period

     $ 27.93     $ 25.00
    

 

 

     

 

 

 

Net investment income(b)

       0.33       0.01

Net realized and unrealized gain (loss) on investments

       (18.02 )       2.92
    

 

 

     

 

 

 

Total from investment operations

       (17.69 )       2.93
    

 

 

     

 

 

 

Distributions to shareholders from:

        

Net investment income

       (0.41 )       -
    

 

 

     

 

 

 

Net asset value at end of period

     $ 9.83     $ 27.93
    

 

 

     

 

 

 

Market price at end of period(c)

     $ 9.82     $ 27.73
    

 

 

     

 

 

 

Net Asset Value Total Return(d)

       (63.88 )%       11.72 %(e)

Market Price Total Return(d)

       (63.66 )%       10.92 %(e)

Ratios/Supplemental Data:

        

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

     $ 1,966     $ 5,586

Ratio to average net assets of:

        

Expenses

       0.61 %       0.60 %(f)

Net investment income

       1.94 %       0.27 %(f)

Portfolio turnover rate(g)

       124 %       12 %

 

(a) 

Commencement of investment operations.

(b) 

Based on average shares outstanding.

(c) 

The mean between the last bid and ask prices.

(d) 

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.

(e) 

The net asset value total return from Fund Inception (October 7, 2021, the first day of trading on the exchange) to October 31, 2021 was 10.48%. The market price total return from Fund Inception to October 31, 2021 was 9.34%.

(f) 

Annualized.

(g) 

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 Consolidated Financial Statements which are an integral part of the consolidated financial statements.

 

    18    

 

 

 

 


 

Consolidated Financial Highlights–(continued)

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

 

         For the Period
         October 5, 2021(a)
     Year Ended   Through
     October 31,   October 31,
    

      2022       

 

          2021           

Per Share Operating Performance:

        

Net asset value at beginning of period

     $ 29.41     $ 25.00
    

 

 

     

 

 

 

Net investment income (loss)(b)

       0.36       (0.01 )

Net realized and unrealized gain (loss) on investments

       (23.23 )       4.42
    

 

 

     

 

 

 

Total from investment operations

       (22.87 )       4.41
    

 

 

     

 

 

 

Distributions to shareholders from:

        

Net investment income

       (0.36 )       -

Net realized gains

       (0.03 )       -
    

 

 

     

 

 

 

Total distributions

       (0.39 )       -
    

 

 

     

 

 

 

Net asset value at end of period

     $ 6.15     $ 29.41
    

 

 

     

 

 

 

Market price at end of period(c)

     $ 6.14     $ 29.09
    

 

 

     

 

 

 

Net Asset Value Total Return(d)

       (78.47 )%       17.64 %(e)

Market Price Total Return(d)

       (78.27 )%       16.36 %(e)

Ratios/Supplemental Data:

        

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

     $ 2,768     $ 11,763

Ratio to average net assets of:

        

Expenses

       0.61 %       0.60 %(f)

Net investment income (loss)

       2.57 %       (0.60 )%(f)

Portfolio turnover rate(g)

       149 %       10 %

 

(a) 

Commencement of investment operations.

(b) 

Based on average shares outstanding.

(c) 

The mean between the last bid and ask prices.

(d) 

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.

(e) 

The net asset value total return from Fund Inception (October 7, 2021, the first day of trading on the exchange) to October 31, 2021 was 16.25%. The market price total return from Fund Inception to October 31, 2021 was 13.63%.

(f) 

Annualized.

(g) 

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 Consolidated Financial Statements which are an integral part of the consolidated financial statements.

 

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Notes to Consolidated Financial Statements

Invesco Exchange-Traded Fund Trust II

October 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 portfolios and their respective wholly-owned subsidiaries (each, a “Subsidiary”) organized under the laws of the Cayman Islands:

 

Full Name

  

Short Name

  

Subsidiary

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)    “Alerian Galaxy Blockchain Users and Decentralized Commerce ETF”    Invesco GBE Cayman Ltd.
Invesco Alerian Galaxy Crypto Economy ETF (SATO)    “Alerian Galaxy Crypto Economy ETF”    Invesco GCE Cayman Ltd.

Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on Cboe BZX Exchange, Inc.

The market price of each Share may differ to some degree from a Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each 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 cash and/or the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by authorized participants (“APs”), the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek to track the investment results (before fees and expenses) of its respective index listed below (each, an “Underlying Index”):

 

Fund

  

Underlying Index

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF    Alerian Galaxy Global Blockchain Equity, Trusts and ETPs Index
Alerian Galaxy Crypto Economy ETF    Alerian Galaxy Global Cryptocurrency-Focused Blockchain Equity, Trusts and ETPs Index

Each Fund’s investment in its respective Subsidiary is expected to provide the Fund with exposure to exchange-traded products and private investment trusts traded over-the-counter that are linked to cryptocurrencies. Each Fund may invest up to 25% of its respective total assets in its Subsidiary.

NOTE 2–Significant Accounting Policies

The following is a summary of the significant accounting policies followed by the Funds in preparation of their consolidated financial statements.

Each 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:

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

 

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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 a Fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots, 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 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 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.

Each 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 consolidated financial statements may materially differ from the value received upon actual sale of those investments.

The price a 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, a 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

 

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withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a 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 Funds may periodically participate in litigation related to a Fund’s investments. As such, the Funds may receive proceeds from litigation settlements. Any proceeds received are included in the Consolidated Statements 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 Consolidated Statements of Operations and the Consolidated Statements of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Consolidated Financial Highlights. Transaction costs are included in the calculation of a Fund’s NAV and, accordingly, they reduce a Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Consolidated Statements of Operations and the Consolidated Statements of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Consolidated Financial Highlights, nor are they limited by any expense limitation arrangements between each Fund and the Adviser.

C.

Country Determination - For the purposes of presentation in the Consolidated Schedules 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 each 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, the country that has the primary market for the issuer’s securities and its “country of risk” as determined by a third party service provider, 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 - Each Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on the ex-dividend date. Generally, each 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 such Fund’s consolidated financial statements as a tax return of capital at fiscal year-end.

E.

Federal Income Taxes - Each 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 Funds 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 consolidated financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each 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.

Each Subsidiary is classified as a controlled foreign corporation under Subchapter N of the Internal Revenue Code. Therefore, each Fund is required to increase its taxable income by its share of its Subsidiary’s income. Net investment losses of each Subsidiary cannot be deducted by each Fund in the current period nor carried forward to offset taxable income in future periods.

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 Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a 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 - Each 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 Funds, including the costs of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest, 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 a Fund’s unitary management fee and are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are excluded from a Fund’s unitary management fee and are not readily identifiable to a specific 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 each Fund.

 

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To the extent a Fund invests in other investment companies, the expenses shown in the accompanying consolidated 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 consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. All inter-company accounts and transactions have been eliminated in consolidation. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the consolidated 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. Also, under each Subsidiary’s organizational documents, the directors and officers of the Subsidiary are indemnified against certain liabilities that may arise out of the performance of their duties to the Fund and/or the Subsidiary, respectively. 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 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 Lending - Each Fund may participate in securities lending and may loan portfolio securities having a market value up to one-third of each Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% (105% for international securities) of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated, unregistered investment companies that comply with Rule 2a-7 under the 1940 Act and money market funds (collectively, “affiliated money market funds”) and is shown as such on the Consolidated Schedules of Investments. Each Fund bears the risk of loss with respect to the investment of collateral. It is the policy of these Funds to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. When loaning securities, each Fund retains certain benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. Lending securities entails a risk of loss to each Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. The securities loaned are subject to termination at the option of the borrower or each Fund. Upon termination, the borrower will return to each Fund the securities loaned and each Fund will return the collateral. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. Each Fund could experience delays and costs in gaining access to the collateral and the securities may lose value during the delay which could result in potential losses to each Fund. Some of these losses may be indemnified by the lending agent. Each Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. For Funds that participated in securities lending, dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Consolidated Statements of Operations. The aggregate value of securities out on loan, if any, is shown on the Consolidated Statements of Assets and Liabilities.

Invesco Advisers, Inc. (“Invesco”), an affiliate of the Adviser, serves as an affiliated securities lending agent for each Fund participating in the securities lending program. The Bank of New York Mellon (“BNYM”) also serves as a lending agent. To the extent a Fund utilizes Invesco as an affiliated securities lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and receive compensation for those services in a manner consistent with the federal securities laws. For the fiscal year ended October 31, 2022, each Fund had affiliated securities lending transactions with Invesco. Fees paid to Invesco for securities lending agent services, which are included in Securities lending income on the Consolidated Statements of Operations, were incurred by each Fund as listed below:

 

     Amount  

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

     $1,747  

Alerian Galaxy Crypto Economy ETF

     6,967  

 

J.

Foreign Currency Translations - Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the

 

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respective dates of such transactions. Each Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Consolidated Statements of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on a Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period-end, resulting from changes in exchange rates.

Each Fund may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which a Fund invests.

K.

Other Risks

ADR and GDR Risk. Certain Funds may invest in American depositary receipts (“ADRs”) and global depositary receipts (“GDRs”). ADRs are certificates that evidence ownership of shares of a foreign issuer and are alternatives to purchasing the underlying foreign securities directly in their national markets and currencies. GDRs are certificates issued by an international bank that generally are traded and denominated in the currencies of countries other than the home country of the issuer of the underlying shares. ADRs and GDRs may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency, political, economic and market risks, because their values depend on the performance of the non-dollar denominated underlying foreign securities. Moreover, ADRs and GDRs may not track the price of the underlying foreign securities on which they are based, and their value may change materially at times when U.S. markets are not open for trading.

AP Concentration Risk. Only APs may engage in creation or redemption transactions directly with each Fund. Each 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 each 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 each 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 a 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 the risk that APs may not be able to effectively create or redeem Creation Units or the risk that the Shares may be halted and/or delisted.

Blockchain Company Investments Risk. Companies engaged in the development, enablement and acquisition of blockchain technologies are subject to a number of risks. Blockchain technology is new and many of its uses may be untested. The mechanics of using distributed ledger technology to transact in other types of assets, such as securities or derivatives, is less clear. There is no assurance that widespread adoption will occur. Furthermore, the development and acceptance of competing platforms or technologies may cause consumers or investors to use an alternative to blockchains. A lack of expansion in the usage of blockchain technology could adversely affect the underlying holdings of the Funds. Moreover, the extent to which companies held by the Funds utilize blockchain technology may vary, and it is possible that even widespread adoption of blockchain technology may not result in a material impact on the stock price of such companies.

Furthermore, companies that are developing applications of blockchain technology applications may not in fact do so or may not be able to capitalize on those blockchain technologies. A proliferation of recent startups attempting to apply blockchain technology in different contexts means the possibility of conflicting intellectual property claims could be a risk to an issuer, its operations or its business. This could also pose a risk to blockchain platforms that permit transactions in digital securities. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the viability of blockchain may adversely affect an investment in the Funds. Additionally, blockchain technology is new, and as such may be subject to future laws or regulations. Any such regulatory changes affecting blockchain technology may adversely impact an investment in companies utilizing this technology.

Transacting on a blockchain depends in part specifically on the use of cryptographic keys that are required to access a user’s account (or “wallet”). The theft, loss or destruction of these keys impairs the value of ownership claims users have over the relevant assets being represented by the ledger (whether “smart contracts,” securities, currency or other digital assets). The theft, loss or destruction of private or public keys needed to transact on a blockchain could also adversely affect a company’s business or operations if it were dependent on the ledger.

In addition, because blockchain functionality relies on the Internet, a significant disruption of Internet connectivity affecting large numbers of users or geographic areas could impede the functionality of blockchain technologies and adversely affect the

 

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Funds. In addition, certain features of blockchain technology, such as decentralization, open source protocol, and reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially reducing the likelihood of a coordinated response.

Cryptocurrency Risk. Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”) are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies. While the Funds will not invest directly in cryptocurrencies, the value of the Funds’ investments in cryptocurrency-linked assets (including private trusts and ETPs) is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of a digital currency could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in a digital currency network or a change in user preference to competing cryptocurrencies. Cryptocurrency is a new technological innovation with a limited history; it is a highly speculative asset, and the Funds’ exposure to cryptocurrency-linked assets could result in substantial losses to the Funds.

Cryptocurrencies trade on exchanges, which are largely unregulated and, therefore, are more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other currencies. Cryptocurrency exchanges have in the past, and may in the future, cease operating temporarily or even permanently, resulting in the potential loss of users’ cryptocurrency or other market disruptions. Cryptocurrency exchanges are more exposed to the risk of market manipulation than exchanges for traditional assets. Cryptocurrency exchanges that are regulated typically must comply with minimum net capital, cybersecurity, and anti-money laundering requirements, but are not typically required to protect customers or their markets to the same extent that regulated securities exchanges or futures exchanges are required to do so. Furthermore, many cryptocurrency exchanges lack certain safeguards established by traditional exchanges to enhance the stability of trading on the exchange, such as measures designed to prevent sudden drops in value of items traded on the exchange (i.e., “flash crashes”). As a result, the prices of cryptocurrencies on exchanges may be subject to larger and more frequent sudden declines than assets traded on traditional exchanges. In addition, cryptocurrency exchanges are also subject to the risk of cybersecurity threats and have been breached, resulting in the theft and/or loss of cryptocurrencies. A cyber or other security breach or a business failure of a cryptocurrency exchange or custodian may affect the price of a particular cryptocurrency or cryptocurrencies generally. A risk also exists with respect to malicious actors or previously unknown vulnerabilities, which may adversely affect the value of a digital currency.

Currently, there is relatively limited use of cryptocurrency in the retail and commercial marketplace, which contributes to price volatility. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the value of cryptocurrencies, either of which could adversely impact a Fund’s investment in cryptocurrency. In addition, to the extent market participants develop a preference for one cryptocurrency over another, the value of the less preferred cryptocurrency would likely be adversely affected.

Currency Risk. Because each Fund’s NAV is determined in U.S. dollars, a Fund’s NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing a Fund’s overall NAV. Exchange rates may be volatile and may change quickly and unpredictably in response to both global economic developments and economic conditions, causing an adverse impact on a Fund. As a result, investors have the potential for losses regardless of the length of time they intend to hold Shares.

Digital Asset Company Investments Risk. Companies engaged in the development, enablement and acquisition of digital assets and cryptocurrencies are subject to a number of risks. The technology relating to digital assets, including blockchain, is developing and the risks associated with digital assets may not fully emerge until the technology is widely used. Cryptocurrencies and blockchain technology are new and many of their uses may be untested. The mechanics of using distributed ledger technology to transact in other types of assets, such as securities or derivatives, is less clear. There is no assurance that widespread adoption will occur. Furthermore, the development and acceptance of competing platforms or technologies may cause consumers or investors to use an alternative to cryptocurrencies. A lack of expansion in the usage of cryptocurrencies could adversely affect an investment in the Funds.

Currently, there are relatively few companies for which digital assets represents an attributable and significant revenue stream. Therefore, the values of the companies included in an Underlying Index may not be a reflection of their connection to digital assets, but may be based on other business operations. Furthermore, companies that are developing applications of digital assets and cryptocurrencies may not in fact do so or may not be able to capitalize on those digital assets. Blockchain technology also may never be implemented to a scale that provides identifiable economic benefit to the companies included in an Underlying Index, which could adversely affect an investment in the Funds. A proliferation of recent startups attempting to apply blockchain technology in different contexts means the possibility of conflicting intellectual property claims could be a risk to an issuer, its operations or its business. This could also pose a risk to blockchain platforms that permit transactions in digital securities. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the viability of blockchain and/or cryptocurrencies may adversely affect an investment in the Funds.

 

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There may be risks posed by the lack of regulation for digital assets and any future regulatory developments could affect the viability and expansion of the use of digital assets.

Emerging Markets Investment Risk. For certain Funds, investments in the securities of issuers in emerging market countries involve risks often not associated with investments in the securities of issuers in developed countries. Securities in emerging markets may be subject to greater price fluctuations than securities in more developed markets. Companies in emerging market countries generally may be subject to less stringent regulatory, disclosure, financial reporting, accounting, auditing and recordkeeping standards than companies in more developed countries. In addition, information about such companies may be less available and reliable. Emerging markets usually are subject to greater market volatility, political, social and economic instability, uncertainty regarding the existence of trading markets and more governmental limitations on foreign investment than are more developed markets. Securities law in many emerging market countries is relatively new and unsettled. Therefore, laws regarding foreign investment in emerging markets securities, securities regulation, title to securities, and shareholder rights may change quickly and unpredictably, and the ability to bring and enforce actions, or to obtain information needed to pursue or enforce such actions, may be limited. In addition, the enforcement of systems of taxation at federal, regional and local levels in emerging market countries may be inconsistent and subject to sudden change. Investments in emerging market securities may be subject to additional transaction costs, delays in settlement procedures, unexpected market closures, and lack of timely information. In addition, lack of relevant data and reliable public information, including financial information, about securities in emerging markets may contribute to incorrect weightings and data and computational errors when a Fund’s index provider selects securities for inclusion in the Fund’s Underlying Index or rebalances the Underlying Index.

Equity Risk. Equity risk is the risk that the value of equity securities, including common stocks, may fall due to both changes in general economic conditions that impact the market as a whole, as well as factors that directly relate to a specific company or its industry. Such general economic conditions include changes in interest rates, periods of market turbulence or instability, or general and prolonged periods of economic decline and cyclical change. It is possible that a drop in the stock market may depress the price of most or all of the common stocks that each Fund holds. In addition, equity risk includes the risk that investor sentiment toward one or more industries will become negative, resulting in those investors exiting their investments in those industries, which could cause a reduction in the value of companies in those industries more broadly. The value of a company’s common stock may fall solely because of factors, such as an increase in production costs that negatively impact other companies in the same region, industry or sector of the market. A company’s common stock also may decline significantly in price over a short period of time due to factors specific to that company, including decisions made by its management or lower demand for the company’s products or services. For example, an adverse event, such as an unfavorable earnings report or the failure to make anticipated dividend payments, may depress the value of common stock.

Foreign Investment Risk. Investments in the securities of non-U.S. issuers involve risks beyond those associated with investments in U.S. securities. Foreign securities may have relatively low market liquidity, greater market volatility, decreased publicly available information and less reliable financial information about issuers and inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice, including recordkeeping standards, comparable to those applicable to domestic issuers. Foreign securities are also subject to the risks of expropriation, nationalization, political instability or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities also may be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions and higher transactional costs. If a Fund invests in securities denominated in foreign currencies, fluctuations in the value of the U.S. dollar relative to the values of other currencies may adversely affect investments in foreign securities and may negatively impact the Fund’s returns.

Index Risk. Unlike many investment companies, each Fund does not utilize an investing strategy that seeks returns in excess of its Underlying Index. Therefore, a 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, each 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 each Fund’s rebalance schedule.

Industry Concentration Risk. In following its methodology, each 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 each Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the corresponding Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, each 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 each 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.

Market Risk. Securities in each 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 an Underlying Index.

 

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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 each Fund’s NAV.

Micro-Capitalization Company Risk. Investments in the securities of micro-capitalization companies involve substantially greater risks of loss and price fluctuations than other securities with larger capitalizations. Micro-capitalization companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experience significant losses), their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-capitalization companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and they may lack management depth or may be overly reliant on specific key individuals. In addition, less public information may be available about these companies. The shares of micro-capitalization companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the future ability to sell these securities.

Non-Correlation Risk. Each Fund’s return may not match the return of its corresponding Underlying Index for a number of reasons. For example, each 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 corresponding Underlying Index. Because certain Funds issue and redeem Creation Units principally for cash, such Funds will incur higher costs in buying and selling securities than if they issued and redeemed Creation Units in-kind. Additionally, a Fund’s use of a representative sampling approach may cause the Fund not to be as well-correlated with the return of its corresponding Underlying Index as would be the case if the Fund purchased all of the securities in its corresponding Underlying Index in the proportions represented in the Underlying Index. In addition, the performance of each Fund and its corresponding Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its corresponding Underlying Index resulting from legal restrictions, costs or liquidity constraints.

Non-Diversified Fund Risk. Because each Fund is non-diversified and can invest a greater portion of its assets in securities of individual issuers than can a diversified fund, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase a Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on a Fund’s performance.

Portfolio Turnover Risk. Certain Funds may engage in frequent trading of their portfolio securities in connection with the rebalancing or adjustment of their respective Underlying Index. A portfolio turnover rate of 200%, for example, is equivalent to a 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 a Fund. While a high portfolio turnover rate can result in an increase in taxable capital gains distributions to a Fund’s shareholders, a Fund will seek to utilize the in-kind creation and redemption mechanism to minimize the realization of capital gains to the extent possible.

Sampling Risk. Certain Funds’ use of a representative sampling approach may result in the Fund holding a smaller number of securities than are in its respective 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.

Small- and Mid-Capitalization Company Risk. Investing in securities of small- and mid-capitalization companies involves greater risk than customarily is associated with investing in larger, more established companies. These companies’ securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often small- and mid-capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

Subsidiary Investment Risk. By investing in its Subsidiary, each Fund is indirectly exposed to the risks associated with its respective Subsidiary’s investments. Each Subsidiary is not registered under the 1940 Act; therefore each Fund will not receive all of the protections offered to investors in registered investment companies. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of a Fund and/or its Subsidiary to operate as intended, which may negatively affect the Fund and its shareholders.

Valuation Risk. Financial information related to securities of non-U.S. issuers may be less reliable than information related to securities of U.S. issuers, which may make it difficult to obtain a current price for a non-U.S. security held by a Fund. In certain circumstances, market quotations may not be readily available for some Fund securities, and those securities may be fair valued. The value established for a security through fair valuation may be different from what would be produced if the security had been valued using market quotations. Fund securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuations in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio security for the value established for it at any time, and it is possible that a Fund would incur a loss because a security is sold at a discount to its established value.

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

 

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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 Funds’ performance.

NOTE 3–Investment Advisory Agreement and Other Agreements

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

Pursuant to the Investment Advisory Agreement, each Fund accrues daily and pays monthly to the Adviser an annual unitary management fee. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of the Funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest, 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 unitary management fee is paid by each Fund to the Adviser at the following annual rates:

 

     Unitary Management Fees
     (as a % of average daily net assets)

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

   0.60%

Alerian Galaxy Crypto Economy ETF

   0.60%

Through at least August 31, 2024, the Adviser has contractually agreed to waive the management fee payable by each 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. This waiver does not apply to a 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 October 31, 2022, no fees were waived.

The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are 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 each Fund with GKD Index Partners, LLC d/b/a Alerian (the “Licensor”).

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

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

For the fiscal year ended October 31, 2022, the following Funds incurred brokerage commissions with Invesco Capital Markets, Inc. (“ICMI”), an affiliate of the Adviser and Distributor, for portfolio transactions executed on behalf of the Funds, as listed below:

 

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

   $ 5,151  

Alerian Galaxy Crypto Economy ETF

     11,395  

Portfolio transactions with ICMI that have not settled at period-end, if any, are shown in the Consolidated Statements of Assets and Liabilities under the receivable caption Investments sold - affiliated broker and/or payable caption Investments purchased - affiliated broker.

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. 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 October 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 consolidated financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1    Level 2    Level 3    Total

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

                   

Investments in Securities

                   

Common Stocks & Other Equity Interests

     $ 1,666,284      $ -      $ -      $ 1,666,284

Mutual Fund

       297,024        -        -        297,024

Money Market Funds

       -        427,237        -        427,237
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Investments

     $ 1,963,308      $ 427,237      $ -      $ 2,390,545
    

 

 

      

 

 

      

 

 

      

 

 

 

Alerian Galaxy Crypto Economy ETF

                   

Investments in Securities

                   

Common Stocks & Other Equity Interests

     $ 2,335,587      $ -      $ -      $ 2,335,587

Mutual Fund

       425,220        -        -        425,220

Money Market Funds

       -        862,687        -        862,687
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Investments

     $ 2,760,807      $ 862,687      $ -      $ 3,623,494
    

 

 

      

 

 

      

 

 

      

 

 

 

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

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

 

     2022    2021
     Ordinary
Income*
   Ordinary
Income*
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF      $ 81,748      $ -

Alerian Galaxy Crypto Economy ETF

       174,368        -

 

*

Includes short-term capital gain distributions, if any.

Tax Components of Net Assets at Fiscal Year-End:

 

     Undistributed
Ordinary
Income
   Net Unrealized
Appreciation
(Depreciation)-
Investments
  Net
Unrealized
Appreciation-
Foreign
Currencies
   Capital Loss
Carryforwards
  Shares of
Beneficial
Interest
   Total Net
Assets
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF      $ 22,138      $ (1,562,950 )     $ 2      $ (1,373,459 )     $ 4,880,126      $ 1,965,857

Alerian Galaxy Crypto Economy ETF

       39,942        (3,525,400 )       9        (4,424,388 )       10,677,914        2,768,077

    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 Funds 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 Funds have capital loss carryforwards as of October 31, 2022, as follows:

 

     No expiration     
     Short-Term   

Long-Term

   Total

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

     $ 1,321,543      $ 51,916      $ 1,373,459

Alerian Galaxy Crypto Economy ETF

       4,211,426        212,962        4,424,388

 

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NOTE 6–Investment Transactions

For the fiscal year ended October 31, 2022, the cost of securities purchased and the proceeds from sales of securities (other than short-term securities, U.S. Government obligations, money market funds and in-kind transactions, if any) were as follows:

 

     Purchases      Sales  
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF    $ 4,255,354      $ 4,265,170  

Alerian Galaxy Crypto Economy ETF

     10,199,445        9,820,364  

    For the fiscal year ended October 31, 2022, in-kind transactions associated with creations and redemptions were as follows:

 

     In-kind
Purchases
     In-kind
Sales
 

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

   $ -      $ -  

Alerian Galaxy Crypto Economy ETF

     2,032,214        585,050  

    Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes. As of October 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:

 

              Net    
     Gross    Gross   Unrealized    
     Unrealized    Unrealized   Appreciation    
    

Appreciation

  

(Depreciation)

 

(Depreciation)

 

Cost

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF      $ 50,100      $ (1,613,050 )     $ (1,562,950 )     $ 3,953,495

Alerian Galaxy Crypto Economy ETF

       111,956        (3,637,356 )       (3,525,400 )       7,148,894

NOTE 7–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions, passive foreign investment companies, income from the Subsidiary and wash sales, amounts were reclassified between undistributed net investment income (loss), undistributed net realized gain (loss) and Shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended October 31, 2022, the reclassifications were as follows:

 

     Undistributed Net    Undistributed Net    Shares of
    

Investment Income

  

Realized Gain

  

Beneficial Interest

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF      $ 26,007      $ 93,892      $ (119,899 )

Alerian Galaxy Crypto Economy ETF

       37,555        1,410,530        (1,448,085 )

NOTE 8–Trustees’ and Officer’s Fees

The Adviser, as a result of each Fund’s unitary management fee, pays remuneration to the Independent Trustees and an Officer of the Trust on behalf of the Funds. 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 Funds.

NOTE 9–Capital

Shares are issued and redeemed by each Fund only in Creation Units consisting of a specified number of Shares as set forth in each Fund’s prospectus. Only APs are permitted to purchase or redeem Creation Units from the Funds. Such transactions are principally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substituted, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the AP or as a result of other market circumstances.

    To the extent that the Funds permit transactions in exchange for Deposit Securities, each 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 AP, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon as possible, which

 

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undertaking shall be secured by the AP’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 Funds for creations and redemptions, which are treated as increases in capital. Transactions in each Fund’s Shares are disclosed in detail in the Consolidated Statements 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 Alerian Galaxy Blockchain Users and Decentralized Commerce ETF and Invesco Alerian Galaxy Crypto Economy ETF

Opinions on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF and Invesco Alerian Galaxy Crypto Economy ETF and each of their subsidiaries (two of the funds constituting Invesco Exchange-Traded Fund Trust II, hereafter collectively referred to as the “Funds”) as of October 31, 2022, the related consolidated statements of operations for the year ended October 31, 2022, and the consolidated statements of changes in net assets and the consolidated financial highlights for the year ended October 31, 2022 and for the period October 5, 2021 (commencement of investment operations) through October 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2022, the results of each of their operations for the year then ended, and the changes in each of their net assets and each of the financial highlights for the year ended October 31, 2022 and for the period October 5, 2021 (commencement of investment operations) through October 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These consolidated financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ consolidated 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 Funds 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 consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

 

/s/PricewaterhouseCoopers LLP
Chicago, Illinois
December 23, 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.

 

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Calculating your ongoing Fund expenses

Example

As a shareholder of a Fund 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, 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 Funds 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 May 1, 2022 through October 31, 2022.

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 each 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 Funds 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, if these transactional costs were included, your costs would have been higher.

 

    

Beginning

Account Value

May 1, 2022

    

Ending

Account Value

October 31, 2022

    

Annualized

Expense Ratio

Based on the

Six-Month Period

   

Expenses Paid

During the

Six-Month Period(1)

 

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)

          

Actual

     $1,000.00        $   626.60           0.60%       $2.46      

Hypothetical (5% return before expenses)

       1,000.00          1,022.18        0.60         3.06      

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

          

Actual

       1,000.00             483.50        0.60         2.24      

Hypothetical (5% return before expenses)

       1,000.00          1,022.18        0.60         3.06      

 

(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 October 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 Consolidated Financial Highlights.

 

    33    

 

 

 

 


 

 

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.

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

 

     Qualified
Business
Income*
  Qualified
Dividend
Income*
  Corporate
Dividends
Received
Deduction*
  U.S.
Treasury
Obligations*
  Business
Interest
Income*
  Qualified
Short
Term
Gains

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

       0 %       29 %       16 %       0 %       0 %     $ -

Invesco Alerian Galaxy Crypto Economy ETF

       0 %       3 %       1 %       0 %       0 %       11,130

 

*

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

 

    34    

 

 

 

 


 

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 October 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).   234   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.   234   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.

 

    35    

 

 

 

 


 

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).   234   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.

 

    36    

 

 

 

 


 

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).   234   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, Board Source (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.

 

    37    

 

 

 

 


 

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).   234   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).   234   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.

 

    38    

 

 

 

 


 

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.   234   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.

 

    39    

 

 

 

 


 

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.   234   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).   234   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.

 

    40    

 

 

 

 


 

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).   234   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.

 

    41    

 

 

 

 


 

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.

 

    42    

 

 

 

 


 

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.

 

    43    

 

 

 

 


 

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.

 

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Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Forms N-PORT are available on the Commission’s website at www.sec.gov.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invesco.com/ETFs.


 

 

 

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Downers Grove, IL 60515    P-PS-AR-11                                 invesco.com/ETFs