June 23, 2016
Via EDGAR
Marianne Dobelbower
Division of Investment Management, Disclosure Review Office
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | AIM International Mutual Funds (Invesco International Mutual Funds) |
File Nos. 811-06463 and 033-44611 |
Dear Ms. Dobelbower:
Below are responses to your comments, which we received on June 10, 2016, relating to Post-Effective Amendment No. 68 (the “Amendment”) to the AIM International Mutual Funds’ (Invesco International Mutual Funds’) (the Registrant’s) registration statement on Form N-1A The Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2016, pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 485(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”) and is scheduled to go effective June 30, 2016. For your convenience, we have summarized each of your comments in bold and have set forth the Registrant’s response immediately below each comment. The comments and responses apply to Class A, C, R, R5, Y, and R6 Shares of Invesco Global Sustainable Equity Fund (the “Fund”). Any disclosure changes required by these responses will be incorporated into a filing made pursuant to Rule 497(c) under the 1933 Act for the Registrant. As requested, pages reflecting changes to the summary prospectus and statutory prospectus are included with this letter.
SUMMARY PROSPECTUS
Principal Investment Strategies of the Fund (p. 1)
1. | Comment: With respect to the 1st sentence in the 2nd paragraph under the section entitled “Principal Investment Strategies of the Fund,” does the Fund intend to define mid and large-capitalization issuers? |
Response: The second paragraph is revised and the following disclosure has been added as the third paragraph under the “Principal Investment Strategies of the Fund” section of the summary prospectus:
The Fund is an all-capitalization portfolio, which will invest primarily in securities within the market capitalization range of the MSCI World Index during the most recent 11-month
period (based on month-end data) plus the most recent date during the current month. Occasionally it may also hold small-capitalization securities which fall below the market capitalization range.
Under the “Objective and Strategies” section of the statutory prospectus, the third paragraph is revised and the following disclosure has been added as the fourth paragraph of this section:
The Fund is an all-capitalization portfolio, which will invest primarily in securities within the market capitalization range of the MSCI World Index during the most recent 11-month period (based on month-end data) plus the most recent date during the current month. Occasionally it may also hold small-capitalization securities which fall below the market capitalization range. As of May 31, 2016, the capitalization of companies in the MSCI World Index ranged from $899 million to $556.8 billion.
Fees and Expenses of the Fund (p. 1)
2. | Comment: Please confirm supplementally that the headings for the table below the section entitled “Fees and Expenses of the Fund” will be included. |
Response: The Registrant confirms the Fee Table has been updated to include the appropriate headings.
Principal Investment Strategies of the Fund (p. 1)
3. | Comment: With respect to the 1st sentence in the 3rd paragraph under the section entitled “Principal Investment Strategies of the Fund,” please supplementally describe criteria to determine “economically tied to at least three different countries, including the U.S.” |
Response: The Registrant directs the Staff to pg. 5 of the Statement of Additional Information (under “Investment Strategies and Risks, Foreign Investments, Foreign Securities”) that states “The Fund considers various factors when determining whether a company is in a particular country or region/continent, including whether (1) it is organized under the laws of a country or in a country in a particular region/continent; (2) it has a principal office in a country or in a country in a particular region/continent; (3) it derives 50% or more of its total revenues from businesses in a country or in a country in a particular region/continent; and/or (4) its securities are traded principally on a security exchange, or in an over-the-counter (OTC) market, in a particular country or in a country in a particular region/continent.”
4. | Comment: With respect to the 2nd sentence in the 4th paragraph under the section entitled “Principal Investment Strategies of the Fund,” please supplementally describe the starting point (i.e., investable universe) and if there are any additional factors. |
Response: The 2nd sentence in the 4th paragraph under the section entitled “Principal Investment Strategies of the Fund” section will be revised as follows:
The Fund engages a third party vendor with a global research universe of around 3,500 companies to identify companies that do not meet certain environmental and social standards,
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which include but are not limited to companies involved in fossil fuels, nuclear power, firearms and armaments, alcohol, cluster munitions, pornography, tobacco and genetic engineering of crops or animals.
5. | Comment: With respect to the 2nd sentence in the 4th paragraph under the section entitled “Principal Investment Strategies of the Fund,” for exclusionary factors currently listed, please supplementally include any other exclusionary factors, if any, known as of the date of Fund launch. |
Response: The Registrant is not aware of any other exclusionary factors at this time.
Fees and Expenses of the Fund (p. 1)
6. | Comment: With respect to the Fee Table and Footnote #3, confirm supplementally if the Adviser may recoup any advisory fees that it has contractually agreed to waive and/or reimburse. |
Response: The Registrant confirms that there are no recoupment policies in place for the Adviser to recoup expenses paid under the fee waiver and/or expense reimbursement.
Principal Risks of Investing in the Fund (p. 2)
7. | Comment: With respect to the Foreign Securities Risk, will this Fund hedge foreign currency. |
Response: The Fund will not hedge foreign currency.
8. | Comment: With respect to the Geographic Concentration Risk, please supplementally explain if the Fund will invest in other countries or regions outside the European Union; if so, please consider adding the risks for the country or region. |
Response: While the Fund may invest in countries outside of the European Union, it does not believe that such countries present endemic, material risks that require risk disclosure that is not already provided.
STATUTORY PROSPECTUS
Investment Objective(s), Strategies, Risks and Portfolio Holdings (p. 3)
9. | Comment: With respect to the 10th paragraph under Objective(s) and Strategies, confirm supplementally that all principal strategies are in the prospectus. |
Response: The Registrant confirms that all principal strategies are in the prospectus. There are other investments and investment techniques described in the Statement of Additional Information in which the Fund may invest in, but none are considered principal strategies.
With respect to the foregoing comments, Registrant acknowledges the following:
1. | The Registrant is responsible for the adequacy and accuracy of disclosure in its filings. |
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2. | Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings. |
3. | The Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States. |
Please do not hesitate to contact me at 713-214-1968, if you have any questions or wish to discuss any of the responses presented above.
Sincerely,
/s/ Stephen R. Rimes |
Stephen R. Rimes Assistant General Counsel |
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Shareholder Fees(fees paid directly from your investment) | ||||
Class: | A | C | R | Y |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50% | None | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None1 | 1.00% | None | None |
Annual Fund Operating Expenses(expenses that you pay each year as a percentage of the value of your investment) | ||||
Class: | A | C | R | Y |
Management Fees | 0.65% | 0.65% | 0.65% | 0.65% |
Distribution and/or Service (12b-1) Fees | 0.25 | 1.00 | 0.50 | None |
Other Expenses2 | 15.99 | 15.99 | 15.99 | 15.99 |
Total Annual Fund Operating Expenses | 16.89 | 17.64 | 17.14 | 16.64 |
Fee Waiver and/or Expense Reimbursement3 | 16.04 | 16.04 | 16.04 | 16.04 |
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.85 | 1.60 | 1.10 | 0.60 |
1 | A contingent deferred sales charge may apply in some cases. See “Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs).” |
2 | "Other Expenses” are based on estimated amounts for the current fiscal year. |
3 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Class A, Class C, Class R and Class Y shares to 0.85%, 1.60%, 1.10% and 0.60%, respectively, of the Fund’s average daily net assets (the “expense limits”). Unless Invesco continues the fee waiver agreement, it will terminate on July 30, 2017. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits without approval of the Board of Trustees. |
1 Year | 3 Years | |
Class A | $632 | $3,573 |
Class C | $263 | $3,364 |
Class R | $112 | $3,255 |
Class Y | $61 | $3,143 |
1 Year | 3 Years | |
Class A | $632 | $3,573 |
Class C | $163 | $3,364 |
Class R | $112 | $3,255 |
Class Y | $61 | $3,143 |
Type of Account | Initial Investment Per Fund | Additional Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
IRAs and Coverdell ESAs | 250 | 25 |
All other accounts | 1,000 | 50 |