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Invesco Annual Report to Shareholders

 

October 31, 2023

    

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      5  
Consolidated Schedules of Investments   

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

     12  

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

     14  
Consolidated Statements of Assets and Liabilities      16  
Consolidated Statements of Operations      17  
Consolidated Statements of Changes      18  
Consolidated Financial Highlights      19  
Notes to Consolidated Financial Statements      21  
Report of Independent Registered Public Accounting Firm      33  
Fund Expenses      34  
Tax Information      35  
Trustees and Officers      36  

 

    2    

 

 

 

 


 

The Market Environment

 

Digital Assets

The digital asset markets for the fiscal year ended October 31, 2023 were more stable than the previous year, but remain extremely volatile. Bitcoin, for example, experienced lows around $15,000 during the fiscal year, but ended the period just under $35,000. Market pressure remained on risk assets due to rising interest rates and recession fears. Since many blockchain-related companies either are exposed to digital asset prices directly or generate revenues from activity in the space, stabilization in the digital asset markets has contributed to related returns for equity investments in companies in the industry.

Domestic Equity

At the start of the fiscal year, US equity markets rebounded, despite mixed data on the economy and corporate earnings. However, the US Federal Reserve’s (the Fed’s) message that rate hikes would continue until data showed inflation meaningfully declining, sent markets lower in December 2022. As energy prices declined, the rate of inflation slowed modestly in the fourth quarter of 2022. Corporate earnings generally met expectations, though companies provided cautious future guidance. With inflation still at multi-decade highs and little evidence of a slowing economy, the Fed raised its target rate by 0.75% in November and by 0.50% in December.1

US equities managed to deliver gains in the first quarter of 2023 despite significant volatility and a banking crisis. A January rally gave way to a February selloff as higher-than-expected inflation, a tight labor market and solid economic growth indicated that the Fed’s monetary policy would remain tight for the foreseeable future, raising the risk of a deeper than expected recession. In March, the failure of two US regional banks, Silicon Valley Bank and Signature Bank, prompted steep losses in the banking sector. The subsequent takeover of Credit Suisse and ongoing fear that bank troubles would spread sent investors to safe-haven assets, sparking a bond rally, particularly among securities at the short end of the yield curve. With instability in the banking sector, the Fed raised the federal funds rate by only 0.25% in February 2023 and again in March.1 The Fed’s actions to stabilize the banking system in March sent markets higher, so equities were surprisingly resilient despite the turmoil.

The US economy and equity markets remained resilient in the second quarter of 2023, as milder inflation data and better-than-expected corporate earnings supported equities, with most major indexes posting gains for the quarter and with some big tech names providing optimistic future guidance. Following the March banking crisis, markets stabilized in April, as corporate earnings season got underway, with many companies surprising consensus earnings and revenue estimates. Facing persistently strong employment data, the Fed

raised the federal funds rate by 0.25% at its May meeting,1 but left rates unchanged at its June meeting, giving investors the long-awaited “pause” in rate hikes, which sent equities broadly higher.

Equity markets declined in the third quarter and into October 2023 as a resilient US economy complicated the Fed’s efforts to tame inflation. While inflation has slowed from its peak, the Consumer Price Index (CPI) rose by 0.2% in July, and the 12-month headline inflation rate rose to 3.2% from 3% in June.2 Due to the persistence of inflation, the Fed raised the federal funds rate in July by 0.25% again. The CPI data released in September was higher-than-expected and the overall US labor market remained tight with unemployment near historic lows. At the same time, wages rose and consumers continued to spend, pushing the third quarter year-over-year Gross Domestic Product (GDP) to 4.9%, far above expectations.2 Despite the higher-than-expected GDP for the third quarter of 2023, the Fed held interest rates steady at its September and October meetings, but left open the possibility of another rate hike before the end of the calendar year.1

Despite higher rates and increased market volatility, US stocks for the fiscal year had positive returns of 10.69%, as measured by the S&P 500 Index.3

 

1

Source: US Federal Reserve

2

Source: US Bureau of Labor Statistics

3

Source: Lipper Inc.

Global Equity

Global equity markets posted gains in November 2022, after better inflation data sparked a rally. However, investor sentiment worsened in December after central banks signaled continued interest rate hikes into 2023, as inflation remained above target levels. International stocks outperformed US stocks in the fourth quarter of 2022, led by results in the UK and the rest of Europe. Emerging market equities also posted gains for the fourth quarter of 2022, driven by China, which eased its zero-COVID-19 policy and started to reopen.

For the first half of 2023, global equity markets continued to deliver gains amid continued interest rate increases, volatility and a banking crisis. The largest shock came in March 2023 as the failure of two US regional banks, Silicon Valley Bank and Signature Bank, along with the subsequent UBS takeover of Credit Suisse, led to a selloff in US and European financial stocks. Optimism about AI (Artificial Intelligence) boosted technology stocks during the second quarter of 2023. Emerging market equities also posted gains for the first half of 2023, but within the region, China’s equities declined due to weaker-than-expected economic data, real estate developer debt issues and geopolitical concerns.

 

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The Market Environment–(continued)

    

    

    

 

 

The global equity rally in the first half of 2023 came to an end in the third quarter as global equity markets declined. Concerns about a slowing global economy and interest rates staying “higher for longer” hampered stock returns. During the quarter, value stocks outperformed growth stocks. Energy was the best performing sector, ending the quarter in positive territory, boosted by rising oil prices as Russia and the Organization of Petroleum Exporting Countries (OPEC) cut supplies. Developed global equities underperformed emerging market equities. Within emerging markets, China’s equities were weighed down by concerns in the real estate sector, but positive performance in the United Arab Emirates, Turkey and India offset those results.

Global equity markets continued their decline in October 2023, but growth stocks managed to outperform value stocks. Despite higher rates and increased market volatility, both developed market equities and emerging market equities finished the fiscal year ended October 31, 2023, in positive territory.

        

 

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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, VettaFi, LLC (the “Index Provider”) maintains the Index, which is comprised of two different components: (i) stocks of companies that are materially engaged in the research and development of blockchain technology, cryptocurrency mining, cryptocurrency buying, or cryptocurrency enabling technologies (the “Equity Component”); and (ii) exchange-traded products (“ETPs”) and private investment trusts that invest at least 75% of their assets in Bitcoin (the “ETP and Trust Component”). However, the Fund will not invest directly in cryptocurrencies such as Bitcoin, or in crypto assets. The Fund also will not invest in initial coin offerings or futures contracts on cryptocurrencies.

The term “blockchain” refers to a type of peer-to-peer distributed ledger, or decentralized database, that keeps continuously updated digital records of who owns a particular asset (e.g., cryptocurrency). Blockchain is secured using cryptography and facilitates the process of recording transactions and tracking assets in a business network. Blockchain derives its name from the way it stores transaction data—as unchangeable, digitally recorded data in packages called “blocks” that are linked together to form a chain. Blocks record and confirm the time and sequence of transactions, which are then logged into the blockchain network. Each block in the chain is cryptographically connected to the previous block in the chain, ensuring all data in the overall “blockchain” has not been tampered with. Blockchain networks can be private with restricted membership similar to an intranet, or public like the Internet, and are governed by rules agreed on by the network participants.

Blockchain technology can be used in a wide variety of data sharing applications, and track intangible and digital assets and companies across business sectors without a need for a third- party record keeper, payments processor, or central clearing authority. Blockchain technology has the potential to streamline transactions, increase confidence of commercial market participants, and increase efficiency for various business processes, including recordkeeping, payment processing and inventory management among others.

“Decentralized Commerce” refers to commerce that relies on decentralized technologies such as blockchain. Therefore, “Decentralized Commerce” reflects the commercial interaction of companies at the forefront of such innovation that seek to leverage blockchain and similar technologies or platforms to increase operational efficiency in business to business or business to consumer transactions to their competitive advantage.

Cryptocurrency assets, such as Bitcoin and Ethereum, are examples of specific applications of public blockchains. Cryptocurrencies are digital assets designed to work as a medium of exchange that are stored electronically in a blockchain. They use encryption techniques to secure transactions, to control the creation of additional monetary units, and to verify the transfer of assets. Unlike traditional currencies, decentralized virtual currencies (or cryptocurrencies) are digital assets and are not issued or backed by any government, agency, bank, organization or single administrator. There are thousands of cryptocurrencies, the most well-known of which is Bitcoin, and while the design and maintenance of each type of cryptocurrency differs, cryptocurrencies are typically based on the decentralized, open source protocol of a peer-to-peer computer network. The transactions of such currencies on a blockchain are verified by cryptocurrency “miners.” Crypto-mining involves using computers to solve mathematical equations. Generally, when a successful validation occurs, a miner receives rewards paid in the form of tokens. As a result, miners are incentivized to validate transactions and to secure the network to earn rewards.

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: Companies that mine cryptocurrency assets; Cryptocurrency Enabling Technologies: Companies that (i) facilitate the buying, selling and transfer of cryptocurrency assets, (ii) provide custody for cryptocurrency assets, (iii) supply semiconductors used in cryptocurrency mining, or (iv) supply cryptocurrency mining machines; Cryptocurrency Buyers: Companies that report cryptocurrency assets on their balance sheets; and Blockchain Users: Operating companies that are engaged in the research and development of blockchain technologies for non-cryptocurrency-related purposes.

To be eligible for inclusion in the Equity Component of the Index, 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 United States or in foreign jurisdictions, including in emerging markets, and may be represented by depositary receipts such as American depositary receipts (“ADRs”) or global depositary receipts (“GDRs”).

In addition to stocks of companies engaged in the Business Segments above, the Index also includes the ETP and Trust Component which 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 (“BTC”).

 

 

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

 

To be eligible for inclusion in the ETP and Trust Component of the Index, 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) be an SEC reporting company. As of the date of this report, the only security in the ETP and Trust Component that the Fund holds is the Grayscale Bitcoin Trust (“GBTC”). GBTC is a private fund traded on the over-the-counter markets that seeks to have its shares track the price of Bitcoin. It is not registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

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 Index is rebalanced monthly. At each rebalance, the ETP and Trust Component is allocated a 15% Index weight, and the Equity Component is allocated the remaining 85% Index weight. All of the companies in the Equity Component are weighted equally to one another.

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 employs a “full replication” methodology in seeking to track the Equity Component of the Index, meaning that 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 Component and otherwise where necessary), the Fund will also utilize a sampling methodology from time to time. A “sampling” methodology means that the Fund does not purchase all the components of the Index. Rather, the Adviser uses quantitative analysis to select a representative sample of assets that have, in the aggregate, investment characteristics similar to the Index in terms of key risk factors, performance attributes and other characteristics.

For the fiscal year ended October 31, 2023, on a market price basis, the Fund returned 35.92%. On a net asset value (“NAV”) basis, the Fund returned 35.88%. During the same time period, the Index returned 36.66%. During the fiscal year, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to the Fund having a lower weight allocation to the GBTC relative to the Index, as well as the fees and expenses that the Fund incurred during the period, which were partially offset by income from securities lending activity.

During this same time period, the MSCI All Country World Index (Net) (the “Benchmark Index”) returned 10.50%. The Benchmark Index is an unmanaged index weighted by market capitalization and based on the average performance of approximately 2,948 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 in part 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, 2023. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the Fund’s investment in the GBTC, as well as security selection in and allocation to the software industry.

For the fiscal year ended October 31, 2023, the Fund’s investment in the GBTC contributed most significantly to the Fund’s return, followed by the software industry. The banks industry detracted most significantly from the Fund’s return, followed by the financial services industry.

Positions that contributed most significantly to the Fund’s return for the fiscal year ended October 31, 2023, included GBTC (portfolio average weight of 15.06%), and Meitu, Inc., an interactive media & services company (portfolio average weight of 1.72%). Positions that detracted most significantly from the Fund’s return included Silvergate Capital Corp., Class A, a banks company (no longer held at fiscal year-end), and Signature Bank, a banks company (no longer held at fiscal year-end).

 

Sector Breakdown
(% of the Fund’s Net Assets)
as of October 31, 2023
 
Information Technology      42.57  
Financials      20.59  
Investment Companies      16.39  
Communication Services      5.64  
Consumer Discretionary      5.55  
Sector Types Each Less Than 3%      8.92  
Money Market Funds Plus Other Assets Less Liabilities      0.34  

 

 

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

 

Top Ten Fund Holdings*
(% of the Fund’s Net Assets)
as of October 31, 2023
 
Security   
Grayscale Bitcoin Trust BTC      16.39  
MicroStrategy, Inc., Class A      1.98  
Galaxy Digital Holdings Ltd.      1.94  
Hut 8 Mining Corp.      1.82  
Cleanspark, Inc.      1.74  
Verizon Communications, Inc.      1.72  
Marathon Digital Holdings, Inc.      1.72  
Terawulf, Inc.      1.65  
Bitfarms Ltd.      1.65  
Canaan, Inc., ADR      1.63  
Total      32.24  

 

*

Excluding money market fund holdings.

Growth of a $10,000 Investment Since Inception

 

 

LOGO

Fund Performance History as of October 31, 2023

 

                Fund Inception  
Index   1 Year           Average
Annualized
    Cumulative  
Alerian Galaxy Global Blockchain Equity, Trusts and ETPs Index (Net)     36.66       (26.00 )%      (46.30 )% 
MSCI All Country World Index (Net)     10.50         (4.03     (8.14
Fund        
NAV Return     35.88         (25.65     (45.77
Market Price Return     35.92         (25.80     (45.99

 

 

 

  7  

 


 

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

 

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 total annual operating expense ratio of 0.61% includes the unitary management fee of 0.60%, which covers operating expenses and expenses incurred in connection with managing the portfolio, and 0.01% of other expenses. 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.

 

 

  8  

 


 

 

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, VettaFi, LLC (the “Index Provider”) 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 mining, cryptocurrency buying, or cryptocurrency enabling technologies (the “Equity Component”); and (ii) exchange-traded products (“ETPs”) and private investment trusts that invest at least 75% of their assets in Bitcoin (the “ETP and Trust Component”). However, the Fund will not invest directly in cryptocurrencies such as Bitcoin, or in crypto assets. The Fund also will not invest in initial coin offerings or futures contracts on cryptocurrencies.

Many digital assets rely on “blockchain” technologies. A “blockchain” is a peer-to-peer shared, distributed ledger, or decentralized database, that keeps continuously updated digital records of who owns a particular asset (e.g., cryptocurrency). Blockchain is secured using cryptography and facilitates the process of recording transactions and tracking assets in a business network. Blockchain derives its name from the way it stores transaction data—as unchangeable, digitally recorded data in packages called “blocks” that are linked together to form a chain. Blocks record and confirm the time and sequence of transactions, which are then logged into the blockchain network. Each block in the chain is cryptographically connected to the previous block in the chain, ensuring all data in the overall “blockchain” has not been tampered with. Blockchain networks can be private with restricted membership similar to an intranet, or public like the Internet, and are governed by rules agreed on by the network participants.

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: Companies that mine cryptocurrency assets; Cryptocurrency Enabling Technologies: Companies that (i) facilitate the buying, selling and transfer of cryptocurrency assets, (ii) provide custody for cryptocurrency assets, (iii) supply semiconductors used in cryptocurrency mining, or (iv) supply cryptocurrency mining machines; and Cryptocurrency Buyers: Companies that report cryptocurrency assets on their balance sheets.

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 United States or in foreign jurisdictions, including in emerging markets, and may be represented by depositary receipts such as American depositary receipts (“ADRs”) or global depositary receipts (“GDRs”).

A company in either of the Cryptocurrency Enabling Technologies or Cryptocurrency Miners Business Segments shall be considered principally engaged if it derives at least 50% of its revenues from business activities described for its Business Segment. A company in the Cryptocurrency Buyers Business Segment shall be considered principally engaged if it reports cryptocurrency assets on its balance sheet amounting to at least 50% of its market capitalization.

Certain companies that are not principally engaged in one of the Business Segments, but that derive significant revenues from businesses in that Segment (“Diversified Companies”) may also be included in the Index, provided they meet certain eligibility criteria.

In addition to stocks of companies engaged in the Business Segments above, the Index also includes the ETP and Trust Component, which is represented by exchange traded products and 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 (“BTC”).

To be eligible for inclusion in the ETP and Trust Component of the Index, an ETP or private investment 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) be an SEC reporting company. As of the date of this report, the only security in the ETP and Trust Component that the Fund holds is the Grayscale Bitcoin Trust (“GBTC”). GBTC is a private fund that seeks to have its shares track the price of Bitcoin. It is not registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

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 Index is rebalanced monthly. At each rebalance, the ETP and Trust Component is allocated a 15% Index weight, and the Equity Component is allocated the remaining 85% Index weight. Companies that are principally engaged in a Business Segment together with the ETP and Trust Component are allocated 80% of

 

 

  9  

 


 

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

 

the Index weight, while Diversified Companies are allocated 20% of the Index weight.

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 employs a “full replication” methodology in seeking to track the Equity Component of the Index, meaning that 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 Component and otherwise where necessary), the Fund will also utilize a sampling methodology from time to time. A “sampling” methodology means that the Fund does not purchase all the components of the Index. Rather, the Adviser uses quantitative analysis to select a representative sample of assets that have, in the aggregate, investment characteristics similar to the Index in terms of key risk factors, performance attributes and other characteristics.

For the fiscal year ended October 31, 2023, on a market price basis, the Fund returned 35.23%. On a net asset value (“NAV”) basis, the Fund returned 34.34%. During the same time period, the Index returned 33.78%. 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 activity, which was partially offset by the fees and expenses that the Fund incurred during the period, and by the Fund having a lower weight allocation to the GBTC relative to the Index.

During this same time period, the MSCI All Country World Index (Net) (the “Benchmark Index”) returned 10.50%. The Benchmark Index is an unmanaged index weighted by market capitalization and based on the average performance of approximately 2,948 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 in part 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, 2023. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the Fund’s investment in the GBTC, as well as security selection in and allocation to the software industry.

The banks industry detracted most significantly from the Fund’s return during the period, followed by the technology hardware, storage & peripherals and financial services industries, respectively.

Positions that contributed most significantly to the Fund’s return for the fiscal year ended October 31, 2023, included GBTC (portfolio average weight of 15.05%), and Applied Digital Corp., a software company (portfolio average weight of 4.87%). Positions that detracted most significantly from the Fund’s return included Silvergate Capital Corp., Class A, a banks company (no longer held at fiscal year-end), and Hut 8 Mining Corp., a software company (portfolio average weight of 4.60%).

 

Sector Breakdown
(% of the Fund’s Net Assets)
as of October 31, 2023
 
Information Technology      60.09  
Financials      19.42  
Investment Companies      15.83  
Sector Types Each Less Than 3%      4.34  
Money Market Funds Plus Other Assets Less Liabilities      0.32  

 

Top Ten Fund Holdings*
(% of the Fund’s Net Assets)
as of October 31, 2023
 
Security   
Grayscale Bitcoin Trust BTC      15.83  
MicroStrategy, Inc., Class A      5.24  
Galaxy Digital Holdings Ltd.      5.19  
Hut 8 Mining Corp.      4.81  
Cleanspark, Inc.      4.60  
Marathon Digital Holdings, Inc.      4.54  
Terawulf, Inc.      4.36  
Bitfarms Ltd.      4.36  
Canaan, Inc., ADR      4.32  
Riot Platforms, Inc.      4.26  
Total      57.51  

 

*

Excluding money market fund holdings.

 

 

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

 

Growth of a $10,000 Investment Since Inception

 

 

LOGO

Fund Performance History as of October 31, 2023

 

                Fund Inception  
Index   1 Year           Average
Annualized
    Cumulative  
Alerian Galaxy Global Cryptocurrency-Focused Blockchain Equity, Trusts and ETPs Index (Net)     33.78       (41.01 )%      (66.37 )% 
MSCI All Country World Index (Net)     10.50         (4.03     (8.14
Fund        
NAV Return     34.34         (41.02     (66.37
Market Price Return     35.23         (41.21     (66.60

 

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 total annual operating expense ratio of 0.61% includes the unitary management fee of 0.60%, which covers operating expenses and expenses incurred in connection with managing the portfolio, and 0.01% of other expenses. 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.

 

 

  11  

 


 

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

October 31, 2023

Consolidated Schedule of Investments(a)

 

       Shares        Value  

Common Stocks & Other Equity Interests-83.27%

 

Australia-2.99%

     

BHP Group Ltd.

     1,364      $      38,431  

Iris Energy Ltd.(b)

     12,652        38,968  
     

 

 

 
        77,399  
     

 

 

 

Canada-5.06%

     

Bitfarms Ltd.(b)(c)

     40,591        42,621  

Hive Digital Technologies Ltd.(b)(c)

     13,572        41,530  

Hut 8 Mining Corp.(b)(c)

     21,670        47,024  
     

 

 

 
        131,175  
     

 

 

 

Cayman Islands-1.00%

     

Bitdeer Technologies Group(b)(c)

     6,954        26,008  
     

 

 

 

China-7.25%

     

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

     464        38,298  

Bit Digital, Inc.(b)

     19,417        40,776  

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

     22,037        42,311  

Meitu, Inc.(b)(d)

     77,539        31,017  

Tencent Holdings Ltd.

     958        35,408  
     

 

 

 
        187,810  
     

 

 

 

Japan-1.37%

     

Rakuten Group, Inc.(c)

     9,645        35,460  
     

 

 

 

Netherlands-1.47%

     

Shell PLC

     1,166        38,003  
     

 

 

 

Norway-1.48%

     

Aker ASA, Class A

     638        38,263  
     

 

 

 

South Korea-1.44%

     

Samsung Electronics Co. Ltd.

     753        37,300  
     

 

 

 

Switzerland-1.41%

     

Nestle S.A.

     340        36,636  
     

 

 

 

Taiwan-1.42%

     

Taiwan Semiconductor Manufacturing Co. Ltd., ADR

     425        36,682  
     

 

 

 

United States-58.38%

     

Accenture PLC, Class A

     129        38,325  

Advanced Micro Devices, Inc.(b)

     361        35,558  

Alphabet, Inc., Class A(b)

     283        35,115  

Amazon.com, Inc.(b)

     297        39,528  

Applied Digital Corp.(b)(c)

     7,587        37,025  

Bakkt Holdings, Inc.(b)(c)

     35,984        36,344  

Bank of America Corp.

     1,457        38,377  

Block, Inc., Class A(b)

     863        34,736  

Cisco Systems, Inc.

     729        38,003  

Citigroup, Inc.

     944        37,279  

Cleanspark, Inc.(b)(c)

     10,987        45,047  

Coinbase Global, Inc., Class A(b)

     522        40,257  

Galaxy Digital Holdings Ltd.(b)(c)

     11,050        50,146  

Goldman Sachs Group, Inc. (The)

     125        37,951  

Honeywell International, Inc.

     214        39,218  

Intel Corp.

     1,065        38,872  

Investment Abbreviations:

ADR-American Depositary Receipt

       Shares        Value  

United States-(continued)

     

International Business Machines Corp.(c)

     278      $ 40,210  

Intuit, Inc.

     71        35,141  

JPMorgan Chase & Co.

     269        37,407  

Marathon Digital Holdings, Inc.(b)

     5,042        44,420  

Mastercard, Inc., Class A

     97        36,506  

Micron Technology, Inc.

     562        37,581  

Microsoft Corp.

     118        39,897  

MicroStrategy, Inc., Class A(b)(c)

     121        51,230  

NVIDIA Corp.

     83        33,847  

Oracle Corp.

     360        37,224  

PayPal Holdings, Inc.(b)

     696        36,053  

QUALCOMM, Inc.

     352        38,364  

Riot Platforms, Inc.(b)(c)

     4,265        41,712  

Robinhood Markets, Inc., Class A(b)(c)

     4,223        38,598  

Salesforce, Inc.(b)

     190        38,158  

SoFi Technologies, Inc.(b)(c)

     4,698        35,470  

Terawulf, Inc.(b)

     38,454        42,684  

Tesla, Inc.(b)

     152        30,528  

Texas Instruments, Inc.

     254        36,070  

Verizon Communications, Inc.

     1,270        44,615  

Visa, Inc., Class A

     165        38,791  

Walmart, Inc.

     247        40,362  

Western Alliance Bancorporation(c)

     862        35,428  
     

 

 

 
        1,512,077  
     

 

 

 

Total Common Stocks & Other Equity Interests
(Cost $2,111,664)

 

     2,156,813  
     

 

 

 

Private Fund-16.39%

 

United States-16.39%

 

Grayscale Bitcoin Trust BTC(b)
(Cost $179,758)

     15,860        424,414  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES (excluding investments purchased with cash collateral from securities on loan)-99.66%
(Cost $2,291,422)

        2,581,227  
     

 

 

 
Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds-25.01%

 

Invesco Private Government Fund, 5.32%(e)(f)(g)

     181,380        181,380  

Invesco Private Prime Fund, 5.53%(e)(f)(g)

     466,188        466,235  
     

 

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan
(Cost $647,615)

 

     647,615  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES-124.67%
(Cost $2,939,037)

 

     3,228,842  

OTHER ASSETS LESS LIABILITIES-(24.67)%

 

     (638,913
     

 

 

 

NET ASSETS-100.00%

 

   $ 2,589,929  
     

 

 

 

 

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

 

    12    

 

 

 

 


 

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

October 31, 2023

    

 

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, 2023.

(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, 2023 represented 1.20% of the Fund’s Net Assets.

(e) 

Affiliated holding. Affiliated holdings are investments in entities which are under common ownership or control of Invesco Ltd. or are investments in entities in which the Fund owns 5% or more of the outstanding voting securities. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended October 31, 2023.

 

     Value
October 31,  2022
   Purchases
at Cost
   Proceeds
from Sales
  Change in
Unrealized
Appreciation
(Depreciation)
  Realized
Gain
   Value
October 31, 2023
   Dividend
Income
Investments in Affiliated Money Market Funds:                                 
Invesco Government & Agency Portfolio, Institutional Class      $ -      $ 137,477      $ (137,477 )     $ -     $ -      $ -      $ 79
Investments Purchased with Cash Collateral from Securities on Loan:                                 
Invesco Private Government Fund        117,081        1,757,367        (1,693,068 )       -       -        181,380        4,254 *
Invesco Private Prime Fund        310,156        3,374,166        (3,218,121 )       (2 )       36        466,235        11,785 *
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

      

 

 

      

 

 

 
Total      $ 427,237      $ 5,269,010      $ (5,048,666 )     $ (2 )     $ 36      $ 647,615      $ 16,118
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

      

 

 

      

 

 

 

 

*

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.

 

(f) 

The rate shown is the 7-day SEC standardized yield as of October 31, 2023.

(g) 

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.

 

    13    

 

 

 

 


 

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

October 31, 2023

Consolidated Schedule of Investments(a)

 

       Shares        Value  

Common Stocks & Other Equity Interests-83.85%

 

Australia-3.98%

 

Iris Energy Ltd.(b)

     56,318      $      173,459  
     

 

 

 

Canada-13.41%

     

Bitfarms Ltd.(b)(c)

     180,672        189,706  

Hive Digital Technologies Ltd.(b)(c)

     60,409        184,852  

Hut 8 Mining Corp.(b)(c)

     96,456        209,309  
     

 

 

 
        583,867  
     

 

 

 

Cayman Islands-2.66%

     

Bitdeer Technologies Group(b)(c)

     30,956        115,775  
     

 

 

 

China-9.88%

     

Bit Digital, Inc.(b)(c)

     86,429        181,501  

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

     98,080        188,314  

Meitu, Inc.(b)(d)

     70,636        28,256  

Tencent Holdings Ltd.

     872        32,229  
     

 

 

 
        430,300  
     

 

 

 

Japan-0.74%

 

Rakuten Group, Inc.(c)

     8,785        32,299  
     

 

 

 

Norway-0.80%

 

Aker ASA, Class A

     581        34,844  
     

 

 

 

South Korea-0.78%

 

Samsung Electronics Co. Ltd.

     685        33,932  
     

 

 

 

Taiwan-0.79%

 

Taiwan Semiconductor Manufacturing Co. Ltd., ADR

     400        34,523  
     

 

 

 

United States-50.81%

 

Advanced Micro Devices, Inc.(b)

     341        33,589  

Alphabet, Inc., Class A(b)

     267        33,129  

Applied Digital Corp.(b)(c)

     33,769        164,793  

Bakkt Holdings, Inc.(b)

     160,168        161,770  

Block, Inc., Class A(b)

     814        32,764  

Cleanspark, Inc.(b)

     48,903        200,502  

Coinbase Global, Inc., Class A(b)

     2,322        179,073  

Galaxy Digital Holdings Ltd.(b)(c)

     49,780        225,906  

Goldman Sachs Group, Inc. (The)

     121        36,737  

JPMorgan Chase & Co.

     253        35,182  

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

     22,441        197,705  

Micron Technology, Inc.

     530        35,441  
       Shares        Value  

United States-(continued)

     

Microsoft Corp.

     112      $ 37,868  

MicroStrategy, Inc., Class A(b)(c)

     539        228,207  

NVIDIA Corp.

     79        32,216  

PayPal Holdings, Inc.(b)

     656        33,981  

Riot Platforms, Inc.(b)(c)

     18,977        185,595  

Robinhood Markets, Inc., Class A(b)(c)

     3,984        36,414  

SoFi Technologies, Inc.(b)(c)

     4,413        33,318  

Terawulf, Inc.(b)

     171,161        189,989  

Tesla, Inc.(b)

     142        28,519  

Visa, Inc., Class A

     158        37,146  

Western Alliance Bancorporation(c)

     813        33,414  
     

 

 

 
        2,213,258  
     

 

 

 

Total Common Stocks & Other Equity Interests
(Cost $3,309,126)

 

     3,652,257  
     

 

 

 

Private Fund-15.83%

 

United States-15.83%

 

Grayscale Bitcoin Trust BTC(b)
(Cost $338,791)

     25,759        689,311  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES (excluding investments purchased with cash collateral from securities on loan)-99.68%
(Cost $3,647,917)

 

     4,341,568  
     

 

 

 
Investments Purchased with Cash Collateral from Securities on Loan

 

Money Market Funds-32.80%

 

Invesco Private Government Fund, 5.32%(e)(f)(g)

     449,463        449,463  

Invesco Private Prime Fund, 5.53%(e)(f)(g)

     979,056        979,154  
     

 

 

 

Total Investments Purchased with Cash Collateral from Securities on Loan
(Cost $1,428,584)

 

     1,428,617  
     

 

 

 

TOTAL INVESTMENTS IN SECURITIES-132.48%
(Cost $5,076,501)

 

     5,770,185  

OTHER ASSETS LESS LIABILITIES-(32.48)%

 

     (1,414,619
     

 

 

 

NET ASSETS-100.00%

 

   $   4,355,566  
     

 

 

 

Investment Abbreviations:

ADR-American Depositary Receipt

 

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

 

    14    

 

 

 

 


 

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

October 31, 2023

    

 

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, 2023.

(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, 2023 represented less than 1% of the Fund’s Net Assets.

(e) 

Affiliated holding. Affiliated holdings are investments in entities which are under common ownership or control of Invesco Ltd. or are investments in entities in which the Fund owns 5% or more of the outstanding voting securities. The table below shows the Fund’s transactions in, and earnings from, its investments in affiliates for the fiscal year ended October 31, 2023.

 

     Value
October 31, 2022
   Purchases
at Cost
   Proceeds
from Sales
  Change in
Unrealized
Appreciation
   Realized
Gain
   Value
October 31, 2023
   Dividend
Income
Investments in Affiliated Money Market Funds:                                  
Invesco Government & Agency Portfolio, Institutional Class      $ -      $ 206,227      $ (206,227 )     $ -      $ -      $ -      $ 135
Investments Purchased with Cash Collateral from Securities on Loan:                                  
Invesco Private Government Fund        221,063        4,423,362        (4,194,962 )       -        -        449,463        11,657 *
Invesco Private Prime Fund        641,624        7,997,140        (7,659,659 )       34        15        979,154        33,388 *
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

      

 

 

      

 

 

 
Total      $ 862,687      $ 12,626,729      $ (12,060,848 )     $ 34      $ 15      $ 1,428,617      $ 45,180
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

      

 

 

      

 

 

 

 

*

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.

 

(f) 

The rate shown is the 7-day SEC standardized yield as of October 31, 2023.

(g) 

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.

 

    15    

 

 

 

 


 

Consolidated Statements of Assets and Liabilities

October 31, 2023

 

    

Invesco

Alerian Galaxy

Blockchain Users

and Decentralized

Commerce ETF (BLKC)

    

Invesco
Alerian Galaxy
Crypto Economy

     ETF (SATO)    

 

Assets:

               

Unaffiliated investments in securities, at value(a)

                   $ 2,581,227                                 $ 4,341,568             

Affiliated investments in securities, at value

        647,615             1,428,617    

Cash

        6,871             10,048    

Receivable for:

               

Dividends

        1,510             176    

Securities lending

        1,699             6,176    
     

 

 

         

 

 

   

Total assets

        3,238,922             5,786,585    
     

 

 

         

 

 

   

Liabilities:

               

Due to foreign custodian

        95             317    

Payable for:

               

Collateral upon return of securities loaned

        647,615             1,428,584    

Accrued unitary management fees

        1,283             2,118    
     

 

 

         

 

 

   

Total liabilities

        648,993             1,431,019    
     

 

 

         

 

 

   

Net Assets

      $ 2,589,929           $ 4,355,566    
     

 

 

         

 

 

   

Net assets consist of:

               

Shares of beneficial interest

      $ 4,549,611           $ 10,982,777    

Distributable earnings (loss)

        (1,959,682           (6,627,211  
     

 

 

         

 

 

   

Net Assets

      $ 2,589,929           $ 4,355,566    
     

 

 

         

 

 

   

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

        200,001             550,001    

Net asset value

      $ 12.95           $ 7.92    
     

 

 

         

 

 

   

Market price

      $ 12.94           $ 7.96    
     

 

 

         

 

 

   

Unaffiliated investments in securities, at cost

      $ 2,291,422           $ 3,647,917    
     

 

 

         

 

 

   

Affiliated investments in securities, at cost

      $ 647,615           $ 1,428,584    
     

 

 

         

 

 

   

Foreign currencies (due to foreign custodian), at cost

      $ (96         $ (326  
     

 

 

         

 

 

   

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

      $ 611,677           $ 1,351,023    
     

 

 

         

 

 

   

 

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

 

    16    

 

 

 

 


 

Consolidated Statements of Operations

For the year ended October 31, 2023

 

    

Invesco

Alerian Galaxy

Blockchain Users

and Decentralized

Commerce ETF (BLKC)

    

Invesco

Alerian Galaxy

Crypto Economy
    ETF (SATO)    

 

Investment income:

               

Unaffiliated dividend income

                   $ 26,456                                 $ 5,191             

Affiliated dividend income

        79             135    

Securities lending income, net

        28,829             83,133    

Foreign withholding tax

        (981           (537  
     

 

 

         

 

 

   

Total investment income

        54,383             87,922    
     

 

 

         

 

 

   

Expenses:

               

Unitary management fees

        13,718             20,816    
     

 

 

         

 

 

   

Less: Waivers

        -             (2  
     

 

 

         

 

 

   

Net expenses

        13,718             20,814    
     

 

 

         

 

 

   

Net investment income

        40,665             67,108    
     

 

 

         

 

 

   

Realized and unrealized gain (loss) from:

               

Net realized gain (loss) from:

               

Unaffiliated investment securities

        (776,001           (2,058,071  

Affiliated investment securities

        36             15    

Foreign currencies

        (68           (361  
     

 

 

         

 

 

   

Net realized gain (loss)

        (776,033           (2,058,417  
     

 

 

         

 

 

   

Change in net unrealized appreciation (depreciation) of:

               

Unaffiliated investment securities

        1,420,456             2,946,499    

Affiliated investment securities

        (2           34    
     

 

 

         

 

 

   

Change in net unrealized appreciation

        1,420,454             2,946,533    
     

 

 

         

 

 

   

Net realized and unrealized gain

        644,421             888,116    
     

 

 

         

 

 

   

Net increase in net assets resulting from operations

      $ 685,086           $ 955,224    
     

 

 

         

 

 

   

 

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

 

    17    

 

 

 

 


 

Consolidated Statements of Changes in Net Assets

For the years ended October 31, 2023 and 2022

 

     Invesco
Alerian  Galaxy
Blockchain Users
and Decentralized
Commerce ETF (BLKC)
         Invesco
Alerian  Galaxy
Crypto Economy
ETF (SATO)
 
     2023          2022          2023          2022  

Operations:

                 

Net investment income

   $ 40,665        $ 65,408    

 

   $ 67,108        $ 163,013  

Net realized gain (loss)

     (776,033        (1,892,874        (2,058,417        (7,091,969

Change in net unrealized appreciation (depreciation)

     1,420,454            (1,711,138        2,946,533          (3,653,798
  

 

 

      

 

 

      

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

     685,086          (3,538,604        955,224          (10,582,754
  

 

 

      

 

 

      

 

 

      

 

 

 

Distributions to Shareholders from:

                 

Distributable earnings

     (61,014        (81,748        (102,622        (174,368
  

 

 

      

 

 

      

 

 

      

 

 

 

Shareholder Transactions:

                 

Proceeds from shares sold

     -          -          734,887          2,453,318  

Value of shares repurchased

     -          -          -          (690,633
  

 

 

      

 

 

      

 

 

      

 

 

 

Net increase in net assets resulting from share transactions

     -          -          734,887          1,762,685  
  

 

 

      

 

 

      

 

 

      

 

 

 

Net increase (decrease) in net assets

     624,072          (3,620,352        1,587,489          (8,994,437
  

 

 

      

 

 

      

 

 

      

 

 

 

Net assets:

                 

Beginning of year

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

 

 

      

 

 

      

 

 

      

 

 

 

End of year

   $ 2,589,929        $ 1,965,857        $ 4,355,566        $ 2,768,077  
  

 

 

      

 

 

      

 

 

      

 

 

 

Changes in Shares Outstanding:

                 

Shares sold

     -          -          100,000          150,000  

Shares repurchased

     -          -          -          (100,000

Shares outstanding, beginning of year

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

 

 

      

 

 

      

 

 

      

 

 

 

Shares outstanding, end of year

     200,001          200,001          550,001          450,001  
  

 

 

      

 

 

      

 

 

      

 

 

 

 

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

 

    18    

 

 

 

 


 

Consolidated Financial Highlights

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

 

    

Years Ended October 31,

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

     2023     

     

     2022     

            2021     

Per Share Operating Performance:

                     

Net asset value at beginning of period

     $ 9.83         $ 27.93          $ 25.00
    

 

 

         

 

 

          

 

 

 

Net investment income(b)

       0.20           0.33            0.01

Net realized and unrealized gain (loss) on investments

       3.23           (18.02 )            2.92
    

 

 

         

 

 

          

 

 

 

Total from investment operations

       3.43           (17.69 )            2.93
    

 

 

         

 

 

          

 

 

 

Distributions to shareholders from:

                     

Net investment income

       (0.31 )           (0.41 )            -
    

 

 

         

 

 

          

 

 

 

Net asset value at end of period

     $ 12.95         $ 9.83          $ 27.93
    

 

 

         

 

 

          

 

 

 

Market price at end of period(c)

     $ 12.94         $ 9.82          $ 27.73
    

 

 

         

 

 

          

 

 

 

Net Asset Value Total Return(d)

       35.88 %           (63.88 )%            11.72 %(e)

Market Price Total Return(d)

       35.92 %           (63.66 )%            10.92 %(e)

Ratios/Supplemental Data:

                     

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

     $ 2,590         $ 1,966          $ 5,586

Ratio to average net assets of:

                     

Expenses

       0.60 %           0.61 %            0.60 %(f)

Net investment income

       1.78 %           1.94 %            0.27 %(f)

Portfolio turnover rate(g)

       90 %           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.

 

    19    

 

 

 

 


 

Consolidated Financial Highlights–(continued)

 

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

 

    

Years Ended October 31,

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

     2023     

     

     2022     

            2021     

Per Share Operating Performance:

                     

Net asset value at beginning of period

     $ 6.15         $ 29.41          $ 25.00
    

 

 

         

 

 

          

 

 

 

Net investment income (loss)(b)

       0.14           0.36            (0.01 )

Net realized and unrealized gain (loss) on investments

       1.85           (23.23 )            4.42
    

 

 

         

 

 

          

 

 

 

Total from investment operations

       1.99           (22.87 )            4.41
    

 

 

         

 

 

          

 

 

 

Distributions to shareholders from:

                     

Net investment income

       (0.22 )           (0.36 )            -

Net realized gains

       -           (0.03 )            -
    

 

 

         

 

 

          

 

 

 

Total distributions

       (0.22 )           (0.39 )            -
    

 

 

         

 

 

          

 

 

 

Net asset value at end of period

     $ 7.92         $ 6.15          $ 29.41
    

 

 

         

 

 

          

 

 

 

Market price at end of period(c)

     $ 7.96         $ 6.14          $ 29.09
    

 

 

         

 

 

          

 

 

 

Net Asset Value Total Return(d)

       34.34 %           (78.47 )%            17.64 %(e)

Market Price Total Return(d)

       35.23 %           (78.27 )%            16.36 %(e)

Ratios/Supplemental Data:

                     

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

     $ 4,356         $ 2,768          $ 11,763

Ratio to average net assets of:

                     

Expenses

       0.60 %           0.61 %            0.60 %(f)

Net investment income (loss)

       1.93 %           2.57 %            (0.60 )%(f)

Portfolio turnover rate(g)

       131 %           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.

 

    20    

 

 

 

 


 

Notes to Consolidated Financial Statements

Invesco Exchange-Traded Fund Trust II

October 31, 2023

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. Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. 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 Funds 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.

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 or ask 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. Where a final settlement price exists, exchange-traded options are valued at the final settlement price from the exchange where the option principally trades. Where a final settlement price does not exist, exchange-traded options are valued at the mean between the last bid and ask price generally from the exchange where the option principally trades.

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

 

    21    

 

 

 

 


 

 

to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but 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 mean between the last bid and ask 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/ask 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

 

    22    

 

 

 

 


 

 

  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 pays 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 the Adviser (an “Interested Trustee”), 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

 

    23    

 

 

 

 


 

 

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.

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 or the Adviser (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 securities 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, 2023, 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

     $1,116  

Alerian Galaxy Crypto Economy ETF

     4,170  

 

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

 

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translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. 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. The 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 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.

 

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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 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

 

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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.

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. 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 market 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. From time to time, certain companies in which the Funds invest may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. Government and the United Nations and/or in countries the U.S. Government identified as state sponsors of terrorism. One or more of these companies may be subject to constraints under U.S. law or regulations that could negatively affect the company’s performance. Additionally, one or more of these companies could suffer damage to its reputation if the market identifies it as a company that invests or deals with countries that the U.S. Government identifies as state sponsors of terrorism or subjects to sanctions.

Index Risk. Unlike many investment companies that are “actively managed”, 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. Further, unlike with an actively managed fund, the Adviser does not use techniques or defensive strategies designed to lessen the impact of periods of market volatility or market decline. This means that, based on certain market and economic conditions, a Fund’s performance could be lower than other types of funds with investment advisers that actively manage their portfolio assets to take advantage of market opportunities or defend against market events.

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

 

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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.

Additionally, natural or environmental disasters, widespread disease or other public health issues, war, military conflicts, acts of terrorism, economic crises 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 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. 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. A Fund’s 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

 

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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.

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 pays 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 an Interested Trustee, 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, 2025, 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, 2023, the Adviser waived fees for each Fund in the following amounts:

 

 

Alerian Galaxy Blockchain Users and Decentralized Commerce ETF    $ -  
Alerian Galaxy Crypto Economy ETF      2  

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 on behalf of each Fund with VettaFi, LLC (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, 2023, the 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    $ 5,020  
Alerian Galaxy Crypto Economy ETF      13,955  

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

 

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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.
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, 2023. 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

     $ 2,156,813      $ -      $ -      $ 2,156,813

Private Fund

       424,414        -        -        424,414

Money Market Funds

       -        647,615        -        647,615
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Investments

     $ 2,581,227      $ 647,615      $ -      $ 3,228,842
    

 

 

      

 

 

      

 

 

      

 

 

 
Alerian Galaxy Crypto Economy ETF                    
Investments in Securities                    

Common Stocks & Other Equity Interests

     $ 3,652,257      $ -      $ -      $ 3,652,257

Private Fund

       689,311        -        -        689,311

Money Market Funds

       -        1,428,617        -        1,428,617
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Investments

     $ 4,341,568      $ 1,428,617      $ -      $ 5,770,185
    

 

 

      

 

 

      

 

 

      

 

 

 

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, 2023 and 2022:

 

     2023      2022  
     Ordinary
Income*
     Ordinary
Income*
 
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF    $ 61,014      $ 81,748  
Alerian Galaxy Crypto Economy ETF      102,622        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      $ 31,541      $ (79,078 )     $ 2        $ (1,912,147)        $ 4,549,611      $ 2,589,929
Alerian Galaxy Crypto Economy ETF        101,872        (564,262 )       9          (6,164,830)          10,982,777        4,355,566

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.

 

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The Funds have capital loss carryforwards as of October 31, 2023, as follows:

 

     No expiration         
     Short-Term      Long-Term      Total  
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF    $ 1,517,386      $ 394,761      $ 1,912,147  
Alerian Galaxy Crypto Economy ETF      5,160,155        1,004,675        6,164,830  

NOTE 6–Investment Transactions

For the fiscal year ended October 31, 2023, 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    $ 2,374,499         $ 2,400,501  
Alerian Galaxy Crypto Economy ETF      4,684,658           4,588,118  

For the fiscal year ended October 31, 2023, in-kind transactions associated with creations and redemptions were as follows:

 

     In-kind         In-kind
     Purchases         Sales
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF      $ -           $ -
Alerian Galaxy Crypto Economy ETF        597,835             -

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

As of October 31, 2023, 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:

 

     Gross      Gross     

Net

Unrealized

        
     Unrealized      Unrealized      Appreciation         
    

Appreciation

    

(Depreciation)

    

(Depreciation)

     Cost  
Alerian Galaxy Blockchain Users and Decentralized Commerce ETF      $   492,202          $  (571,280)          $  (79,078)          $3,307,920  
Alerian Galaxy Crypto Economy ETF      1,033,302          (1,597,564)          (564,262)          6,334,447  

NOTE 7–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of passive foreign investment companies and income from the Subsidiary, 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, 2023, 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

  $21,685   $308,830   $(330,515)

Alerian Galaxy Crypto Economy ETF

  51,475   378,549   (430,024)

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 Interested Trustee 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

 

    31    

 

 

 

 


 

 

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 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.

 

    32    

 

 

 

 


 

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, 2023, the related consolidated statements of operations for the year ended October 31, 2023, the consolidated statements of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the consolidated financial highlights for each of the two years in the period ended October 31, 2023 and for the period October 5, 2021 (commencement of investment operations) through October 31, 2021 (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, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2023 and each of the financial highlights for each of the two years in the period ended October 31, 2023 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, 2023 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Chicago, Illinois

December 21, 2023

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.

 

    33    

 

 

 

 


 

 

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 an Interested Trustee, 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, 2023 through October 31, 2023.

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 transaction 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 transaction costs were included, your costs would have been higher.

 

     Beginning
Account Value
May 1, 2023
  

Ending

Account Value
October 31, 2023

   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      $ 1,133.80        0.60 %     $ 3.23

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        1,117.50        0.60       3.20

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, 2023. 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.

 

    34    

 

 

 

 


 

 

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, 2023:

 

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

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF

       0 %       34 %       22 %       0 %       0 %

Invesco Alerian Galaxy Crypto Economy ETF

       0 %       3 %       2 %       0 %       0 %

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

 

    35    

 

 

 

 


 

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 November 28, 2023

 

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).    213    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    Formerly, Assistant Professor of Business, Trinity Christian College (2010-2016); 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.    213    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.

 

    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

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 Chairman of the Joint Chiefs of Staff (2005- 2007); first NATO Supreme Allied Commander Transformation (2003-2005); Commander, U.S. Joint Forces Command (2002-2005).    213    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.

 

    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

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).    213    Trustee Emerita (2017-Present), Trustee (2000-2017) and Chair (2010-2017), Newberry Library; Trustee, Chikaming Open Lands (2014-Present); Member (2002- Present), Rockefeller Trust Committee; formerly, Trustee, Mather LifeWays (2001-2021); Trustee, certain funds in the Oppenheimer Funds complex (2012-2019); Board Chair (2008-2015) and Director (2004-2018), United Educators Insurance Company; Independent Director, First American Funds (2003-2011); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010), Wellesley College; Trustee, BoardSource (2006-2009); Trustee, Chicago City Day School (1994-2005).

 

*

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

**

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

 

    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

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).    213    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).    213    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.

 

    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

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.    213    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.

 

    40    

 

 

 

 


 

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.

 

   213    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).    213    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.

 

    41    

 

 

 

 


 

Trustees and Officers–(continued)

    

    

    

    

 

The executive officers of the Trust, their term of office and length of time served, and their principal business occupations during at least the past five years are shown below:

 

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

Brian Hartigan–1978

Invesco Capital

Management LLC

3500 Lacey Road

Suite 700

Downers Grove, IL 60515

   President and Principal Executive Officer    Since 2023    President and Principal Executive 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 (2023-Present); Managing Director and Global Head of ETFs, Indexed Strategies, SMAs and Model Portfolios, Chief Executive Officer and Principal Executive Officer, Invesco Capital Management LLC (2023-Present); Chief Executive Officer, Manager and Principal Executive Officer, Invesco Specialized Products, LLC (2023-Present); Director, Co-Chief Executive Officer and Co-President, Invesco Capital Markets, Inc. (2020-Present); Manager and President, Invesco Investment Advisers LLC (2020-Present); formerly, Global Head of ETF Investments and Indexed Strategy (2020-2023); Global Head of ETF Investments (2017-2020); Head of Investments-PowerShares (2015-2017) and Executive Director, Product Development, Invesco Capital Markets, Inc. (2010-2015).

Adrien Deberghes–1967

Invesco Capital

Management LLC

11 Greenway Plaza

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 (2020-Present) and Senior Vice President (2023-Present), The Invesco Funds; formerly, Vice President, The Invesco Funds (2020-2023); Senior Vice President and Treasurer, Fidelity Investments (2008-2020).

Kelli Gallegos–1970

Invesco Capital

Management LLC

11 Greenway Plaza

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).

 

*

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

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 (2020-Present) and Secretary (2022-Present), Invesco Indexing LLC; 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).

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); 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).

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.

 

    44    

 

 

 

 


 

 

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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.


 

 

 

 

 

©2023 Invesco Capital Management LLC        

3500 Lacey Road, Suite 700

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