N-CSR 1 h76154nvcsr.htm N-CSR nvcsr
Table of Contents

     
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-09913
AIM Counselor Series Trust (Invesco Counselor Series Trust)*
 
(Exact name of registrant as specified in charter)
11 Greenway Plaza, Suite 2500 Houston, Texas 77046
 
(Address of principal executive offices) (Zip code)
Philip A. Taylor 11 Greenway Plaza, Suite 2500 Houston, Texas 77046
 
(Name and address of agent for service)
Registrant’s telephone number, including area code: (713) 626-1919
Date of fiscal year end: 8/31
Date of reporting period: 8/31/10
 
*   Funds included are: Invesco California Tax-Free Income Fund, Invesco Core Plus Bond Fund, Invesco Dividend Growth Securities Fund, Invesco Equally-Weighted S&P 500 Fund, Invesco Floating Rate Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco Multi-Sector Fund, Invesco New York Tax-Free Income Fund, Invesco S&P 500 Index Fund, Invesco Select Real Estate Income Fund, Invesco Structured Core Fund, Invesco Structured Growth Fund, Invesco Structured Value Fund, Invesco Van Kampen American Franchise Fund, Invesco Van Kampen Core Equity Fund, Invesco Van Kampen Equity and Income Fund, Invesco Van Kampen Equity Premium Income Fund, Invesco Van Kampen Growth and Income Fund, Invesco Van Kampen Pennsylvania Tax Free Income Fund and Invesco Van Kampen Small Cap Growth Fund.
 
 

 


Table of Contents

Item 1. Reports to Stockholders.

 


Table of Contents


(FRONT COVER)
 

 
 
Invesco Core Plus Bond Fund
Annual Report to Shareholders   August 31, 2010
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
16
  Financial Statements
18
  Notes to Financial Statements
26
  Financial Highlights
27
  Auditor’s Report
28
  Fund Expenses
31
  Tax Information
31
  Approval of Investment Advisory and Sub-Advisory Agreements
T-1
  Trustees and Officers



Table of Contents

 
Letter to Shareholders
(PHOTO OF PHILIP TAYLOR )
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
      Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
      First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
      Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
      And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
      Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
      If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
      I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Core Plus Bond Fund


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(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
      To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
      We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
      It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
      As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Core Plus Bond Fund


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Management’s Discussion of Fund Performance

 
Performance summary
For the reporting period ended August 31, 2010, Invesco Core Plus Bond Fund, Class A shares at net asset value (NAV), outperformed the Fund’s broad market and style-specific index, the Barclays Capital U.S. Aggregate Index, due mainly to overweight exposure to non-government bonds relative to the index.
      Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    10.26 %
 
Class B Shares
    9.34  
 
Class C Shares
    9.44  
 
Class R Shares
    9.88  
 
Class Y Shares
    10.43  
 
Institutional Class Shares
    10.43  
 
Barclays Capital U.S. Aggregate Index (Broad Market/Style-Specific Index)
    9.18  
 
Lipper Intermediate Investment Grade Debt Funds Index (Peer Group Index)
    12.70  
 
  Lipper Inc.

 
How we invest
We invest primarily in a mix of U.S. dollar denominated investment grade fixed income securities, particularly U.S. government, corporate and mortgage securities. Under normal market conditions, the Fund seeks to maintain an average weighted maturity range between five and 10 years. The Fund may invest up to 20% of its total assets in securities rated below investment grade at the time of investment. The Fund may invest a portion or all of its total assets in securities issued by foreign governments or corporations; provided, however, that the Fund may not invest more than 30% of its total assets in non-U.S. dollar denominated securities. The Fund may purchase and sell options, futures contracts, options on futures contracts, forward contracts, swaps (including currency, interest rate, credit default, total return and index swaps and swap options) and structured products, which are derivative instruments, for various portfolio management purposes and to manage risks.
      We believe dynamic and complex fixed income markets may create opportunities
for investors that are best captured by specialist decision makers interconnected as a global team. We use this philosophy in an effort to generate a high level of current income consistent with concern for safety of principal.
      Our security selection is supported by a team of specialists. Team members conduct top-down macroeconomic as well as bottom-up analysis on individual securities. Recommendations are communicated to portfolio managers through proprietary technology that allows all investment professionals to communicate in a timely manner.
      Portfolio construction begins with a well-defined Fund design that establishes the target investment vehicles for generating the desired “alpha” (the extra return above a specific benchmark) as well as the risk parameters for the Fund. Investment vehicles are evaluated for liquidity and risk versus relative value.
      Sell decisions are based on:
n   A conscious decision to alter the Fund’s macro risk exposure (for example, duration, yield curve positioning or sector exposure).


n   The need to limit or reduce exposure to a particular sector or issuer.
 
n   Degradation of an issuer’s credit quality.
 
n   Realignment of a valuation target.
 
n   Presentation of a better relative value opportunity.
 
Market conditions and your Fund
Market conditions during the 12-month period covered in this report were influenced by two broad themes: private sector recovery and concerns over sovereign creditworthiness. In the U.S. and most of the developed world, a gradual and somewhat lackluster recovery continued, with central banks keeping interest rates at extremely low levels and with few of them withdrawing their quantitative easing measures. This helped private sector companies improve their balance sheets and earnings following the global financial crisis that began to dissipate in 2009. Recently, however, investor skepticism of global governments’ abilities to retire huge amounts of debt without affecting economic growth rates caused sovereign debt distress (especially for Greece and other southern eurozone countries) and became a focal point of investor concern in the first half of 2010.
      In the U.S., economic recovery was present, although uneven, as stubbornly high unemployment and weakness in output continued to weigh on the economy. Real gross domestic product (GDP), the broadest measure of overall U.S. economic activity, increased at an estimated annual rate of 1.7% in the second quarter of 2010, following 3.7% growth in the first quarter, and 1.6% and 5.0% annual rates of growth during the third and forth quarters of 2009, respectively.1 The U.S. Federal Reserve (the Fed) maintained a very accommodative monetary policy throughout the period, with the federal funds target rate unchanged in its range of zero to 0.25%.2 In the latest Federal Open Market Committee meeting minutes, the board of


 
Portfolio Composition
By security type
         
U.S. Dollar Denominated Bonds & Notes
    35.3 %
 
U.S. Government Sponsored
       
Mortgage-Backed Securities
    29.1  
 
U.S. Treasury Securities
    23.9  
 
Asset-Backed Securities
    15.0  
 
Municipal Obligations
    0.8  
 
Money Market Funds
       
Plus Other Assets Less Liabilities
    -4.1  
 
 
Top 10 Fixed Income Issuers*
                 
 
  1.    
Federal National Mortgage Association
    15.2 %
 
  2.    
Federal Home Loan Mortgage Corp.
    14.0  
 
  3.    
U.S. Treasury Notes
    12.4  
 
  4.    
U.S. Treasury Bills
    8.8  
 
  5.    
U.S. Treasury Bonds
    2.7  
 
  6.    
Bear Stearns
       
       
Commercial Mortgage Securities
    2.2  
 
  7.    
Morgan Stanley Capital I
    1.6  
 
  8.    
GS Morgan Securities Corp. II
    1.4  
 
  9.    
Freddie Mac REMICS
    1.3  
 
  10.    
RBSCF Trust
    1.1  
 
Total Net Assets   $9.4 million
     
Total Number of Holdings*   235
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Core Plus Bond Fund


Table of Contents

governors indicated a belief “that the pace of recovery in output and employment has slowed in recent months” and “the pace of economic recovery is likely to be more modest in the near term than had been anticipated.”2 Consequently, the Fed decided to continue to support the U.S. economic recovery in a context of price stability and low interest rates by reinvesting the principal payments from agency debt and agency mortgage backed securities (MBS) that it holds into longer-term U.S. Treasuries.2
      The broad U.S. bond market, as measured by the Barclays Capital U.S. Aggregate Index, generated positive total return for the trailing 12 months3, as falling interest rates across maturities combined with tighter credit spreads (the difference between the yields of U.S. Treasuries and other types of fixed income securities that carry credit risk) reflected the rise in the prices of fixed income assets. During the second quarter of 2010, sovereign risks in Europe, most notably in Greece, caused investors to scale back their risk profile and embrace the safe haven of U.S. government and agency securities, though the impact was not enough to erase gains in non-government bonds over the rest of the Fund’s fiscal year.
      The Fund at NAV generated positive returns and outperformed its benchmark for the period. Sector and security selection both contributed to the positive returns. Sustained overweight positioning in investment grade corporate credit, commercial mortgage backed securities (CMBS) and limited out-of-index exposure to high yield corporate bond sectors, benefited the Fund as credit spreads narrowed throughout the Fund’s fiscal year. The Fund’s underweight exposure to government and government related bond sectors relative to its style index were also advantageous as those sectors’ returns, although positive on an absolute basis, underperformed versus non-government bonds.
      Security selection’s contribution to portfolio performance was significant and broad-based for the period, on both an absolute and relative basis. The Fund’s holdings within the consumer cyclical, telecommunications/media/technology and transportation sub-sectors produced notable outperformance versus their benchmark counterparts. The performance of individual securities within CMBS, agency MBS, credit card asset backed securities and the financials sub-sectors detracted from Fund performance.
      The Fund uses active duration and yield curve positioning for risk management and for generating alpha versus its style-specific benchmark. We may use derivative instruments such as U.S. Treasury futures
and interest rate swaps, to help manage duration and yield curve exposure. Duration measures a portfolio’s price sensitivity to interest rate changes, with a shorter duration portfolio tending to be less sensitive to these changes. The contribution to performance from duration positioning was mixed over the period, but overall it had a small negative effect. The Fund maintained a shorter-than-benchmark duration positioning relative to the style-specific index as interest rates trended lower over most of the period.
      The contribution to performance from the Fund’s yield curve positioning (emphasizing points on the yield curve with the greatest return potential) was also mixed for the period, but overall was another small detractor from performance relative to the benchmark. On average, the portfolio favored yield curve positioning that emphasized stability in intermediate maturities and did not fully participate in upside performance of the index. Rates fell across the yield curve, benefiting the index’s higher percentage of assets in intermediate and longer maturity securities.
      During the period, the Fund benefited from incremental income earned by engaging in dollar (mortgage) roll activity, a type of repurchase transaction in the highly liquid TBA market for Agency MBS. A dollar roll involves the Fund selling a mortgage-backed security to a financial institution, with an agreement to repurchase a substantially similar security at an agreed upon price and date. Cash proceeds from the sale may be invested in short-term instruments and the income from these investments, together with any additional fee income received on the sale, generate income for the Fund.
      Thank you for investing in Invesco Core Plus Bond Fund and for sharing our long-term investment horizon.
1 Bureau of Economic Analysis
2 U.S. Federal Reserve
3 Barclays Capital
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF CYNTHIA BRIEN)
Cynthia Brien
Chartered Financial Analyst, portfolio manager, is manager of Invesco Core Plus Bond Fund. She joined Invesco in 1996. Ms. Brien earned a B.B.A. from The University of Texas at Austin.
(PHOTO OF CHARLES BURGE)
Charles Burge
Portfolio manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 2002. Mr. Burge earned a B.S. in economics from Texas A&M University and an M.B.A. in finance and accounting from Rice University.
(PHOTO OF CLAUDIA CALICH)
Claudia Calich
Portfolio manager, is manager of Invesco Core Plus Bond Fund. She joined Invesco in 2004. Ms. Calich earned a B.A. in economics from Susquehanna University and an M.A. in international economics from the International University of Japan in Nilgata.
(PHOTO OF JOHN CRADDOCK)
John Craddock
Chartered Financial Analyst, portfolio manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 1999. Mr. Craddock earned a B.S. in mechanical engineering from Clemson University and an M.B.A. from Georgia Tech’s Dupree School of Management with a concentration finance.
(PHOTO OF PETER EHRET)
Peter Ehret
Chartered Financial Analyst, portfolio manager, is manager of Invesco Core Plus Bond Fund. Mr. Ehret joined Invesco in 2001. He graduated cum laude with a B.S. in economics from the University of Minnesota. He also earned an M.S. in real estate appraisal and investment analysis from the University of Wisconsin-Madison.


5   Invesco Core Plus Bond Fund


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Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes Since Inception
Index data from 5/31/09, Fund data from 6/3/09
(PERFORMANCE CHART)

Past performance cannot guarantee comparable future results.
      The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index
results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
 


6   Invesco Core Plus Bond Fund


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Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
             
Class A Shares
 
Inception (6/3/09)     6.98 %
 
 1
  Year     5.05  
 
 
Class B Shares
 
Inception (6/3/09)     7.21 %
 
 1
  Year     4.34  
 
 
Class C Shares
 
Inception (6/3/09)     10.44 %
 
 1
  Year     8.44  
 
 
Class R Shares
 
Inception (6/3/09)     10.91 %
 
 1
  Year     9.88  
 
 
Class Y Shares
 
Inception (6/3/09)     11.46 %
 
 1
  Year     10.43  
 
Institutional Class Shares
 
Inception (6/3/09)     11.46 %
 
 1
  Year     10.43  
The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
             
Class A Shares
 
Inception (6/3/09)     5.59 %
 
 1
  Year     5.94  
 
 
Class B Shares
 
Inception (6/3/09)     5.88 %
 
 1
  Year     5.31  
 
 
Class C Shares
 
Inception (6/3/09)     9.68 %
 
 1
  Year     9.41  
 
 
Class R Shares
 
Inception (6/3/09)     10.13 %
 
 1
  Year     10.86  
 
 
Class Y Shares
 
Inception (6/3/09)     10.68 %
 
 1
  Year     11.41  
 
 
Institutional Class Shares
 
Inception (6/3/09)     10.78 %
 
 1
  Year     11.51  
 
      The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 0.90%, 1.65%, 1.65%, 1.15%, 0.65% and 0.65%, respectively. 1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 2.67%, 3.42%, 3.42%, 2.92%, 2.42% and 2.30%,
respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
      Class A share performance reflects the maximum 4.75% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
      The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least December 31, 2011. See current prospectus for more information.


 
continued from page 8

n   The Lipper Intermediate Investment Grade Debt Funds Index is an unmanaged index considered representative of intermediate investment grade debt funds tracked by Lipper.
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer
    group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally
    accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


7   Invesco Core Plus Bond Fund


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Invesco Core Plus Bond Fund’s investment objective is total return.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The Fund may engage in frequent trading of portfolio securities, which may result in added expenses, lower return and increased tax liability.
 
n   Many of the instruments that the Fund expects to hold may be subject to the risk that the other party to a contract will not fulfill its contractual obligations.
 
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
n   The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded.
 
n   The Fund may use enhanced investment techniques such as derivatives. The principal risk of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are subject to counterparty risk — the risk that the other party will not complete the transaction with the Fund.
n   Securities issued by foreign companies and governments located in developing countries may be affected more negatively by inflation, devaluation of their currencies, higher transaction costs, delays in settlement, adverse political developments, the introduction of capital controls, withholding taxes, nationalization of private assets, expropriation, social unrest, war or lack of timely information than those in developed countries.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
n   Junk bonds involve a greater risk of default or price changes due to changes in the credit quality of the issuer. The values of junk bonds fluctuate more than those of high-quality bonds in response to company, political, regulatory or economic developments. Values of junk bonds can decline significantly over short periods of time.
 
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.
 
n   Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
 
n   The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund.
 
n   The Fund may hold illiquid securities that it is unable to sell at the preferred time or price and could lose its entire investment in such securities.
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
n   The Fund may invest in mortgage- and asset-backed securities that are subject to prepayment or call risk, which is the risk that the borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, the Fund may reinvest these early payments at lower interest rates, thereby reducing the Fund’s income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the security to lengthen in duration. Longer duration securities tend to be more volatile. Securities may be prepaid at a price less than the original purchase value.
 
n   The Fund is non-diversified and can invest a greater portion of its assets in a single issuer. A change in the value of the issuer could affect the value of the Fund more than if it was a diversified fund.
 
n   Reinvestment risk is the risk that a bond’s cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond.
 
n   The Fund may invest in obligations issued by U.S. government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
About indexes used in this report
n   The Barclays Capital U.S. Aggregate Index is an unmanaged index considered representative of the U.S. investment-grade, fixed-rate bond market.
continued on page 7


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   ACPSX
Class B Shares   CPBBX
Class C Shares   CPCFX
Class R Shares   CPBRX
Class Y Shares   CPBYX
Institutional Class Shares   CPIIX


8   Invesco Core Plus Bond Fund


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Principal
   
    Amount   Value
 
 
Bonds & Notes–35.24%
 
       
 
Advertising–0.05%
 
       
Lamar Media Corp., Sr. Sub. Gtd. Notes, 7.88%, 04/15/18(b)
  $ 5,000     $ 5,175  
 
 
Aerospace & Defense–0.23%
 
       
BE Aerospace, Inc., Sr. Unsec. Notes, 8.50%, 07/01/18
    10,000       10,819  
 
Bombardier Inc. (Canada),
Sr. Notes, 7.50%, 03/15/18(b)
    5,000       5,331  
 
7.75%, 03/15/20(b)
    5,000       5,375  
 
              21,525  
 
 
Agricultural Products–0.82%
 
       
Bunge Limited Finance Corp., Sr. Unsec. Gtd. Notes, 8.50%, 06/15/19
    10,000       12,114  
 
Cargill Inc., Sr. Unsec. Notes, 5.60%, 09/15/12(b)
    60,000       65,264  
 
              77,378  
 
 
Airlines–2.14%
 
       
American Airlines Pass Through Trust,
Series 2001-2, Class A-1, Sec. Global Pass Through Ctfs., 6.98%, 04/01/11
    58,853       59,515  
 
Series 2001-2, Class A-2, Sec. Global Pass Through Ctfs., 7.86%, 10/01/11
    50,000       51,812  
 
Continental Airlines Inc.,
Series 2009-1, Class A, Pass Through Ctfs., 9.00%, 07/08/16
    28,787       32,530  
 
Series 2009-1, Class B, Global Pass Through Ctfs., 9.25%, 05/10/17
    5,000       5,266  
 
Delta Air Lines, Inc.,
Sr. Sec. Notes, 9.50%, 09/15/14(b)
    4,000       4,305  
 
Series 2001-1, Class A-2, Sr. Sec. Pass Through Ctfs., 7.11%, 09/18/11
    30,000       31,500  
 
Series 2002-1, Class C, Sec. Pass Through Ctfs., 7.78%, 01/02/12
    1,205       1,217  
 
UAL Corp.,
Series 2009-1, Sr. Sec. Gtd. Global Pass Through Ctfs., 10.40%, 11/01/16
    9,745       10,866  
 
Series 2009-2A, Sec. Gtd. Global Pass Through Ctfs., 9.75%, 01/15/17
    4,759       5,258  
 
              202,269  
 
 
Alternative Carriers–0.11%
 
       
Intelsat Intermediate Holding Co. S.A. (Bermuda), Sr. Unsec. Gtd. Global Notes, 9.50%, 02/01/15(c)
    10,000       10,400  
 
 
Aluminum–0.05%
 
       
Century Aluminum Co., Sr. Sec. Notes, 8.00%, 05/15/14
    5,000       4,947  
 
 
Apparel Retail–0.40%
 
       
Collective Brands, Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 08/01/13
    9,000       9,113  
 
Limited Brands Inc., Sr. Unsec. Gtd. Global Notes, 8.50%, 06/15/19
    25,000       28,312  
 
              37,425  
 
 
Auto Parts & Equipment–0.05%
 
       
Tenneco Inc., Sr. Unsec. Gtd. Global Notes, 8.13%, 11/15/15
    5,000       5,213  
 
 
Automobile Manufacturers–0.17%
 
       
Allison Transmission Inc., Sr. Unsec. Gtd. Notes, 11.00%, 11/01/15(b)
    5,000       5,400  
 
Case New Holland Inc., Sr. Unsec. Gtd. Global Notes, 7.75%, 09/01/13
    10,000       10,500  
 
              15,900  
 
 
Automotive Retail–0.23%
 
       
Advance Auto Parts Inc., Sr. Unsec. Gtd. Notes, 5.75%, 05/01/20
    20,000       21,275  
 
 
Brewers–0.55%
 
       
Anheuser Busch InBev Worldwide Inc., Sr. Unsec. Gtd. Global Notes, 3.00%, 10/15/12
    50,000       51,770  
 
 
Broadcasting–1.56%
 
       
Allbritton Communications Co., Sr. Unsec. Global Notes, 8.00%, 05/15/18
    5,000       4,956  
 
Belo Corp., Sr. Unsec. Notes, 8.00%, 11/15/16
    10,000       10,637  
 
Clear Channel Worldwide Holdings Inc., Series B, Sr. Unsec. Gtd. Global Notes, 9.25%, 12/15/17
    5,000       5,275  
 
COX Communications Inc.,
Sr. Unsec. Notes, 6.75%, 03/15/11
    40,000       41,280  
 
9.38%, 01/15/19(b)
    25,000       34,382  
 
Discovery Communications LLC, Sr. Unsec. Gtd. Global Notes, 6.35%, 06/01/40
    40,000       45,059  
 
LIN Television Corp., Sr. Unsec. Gtd. Notes, 8.38%, 04/15/18(b)
    5,000       5,113  
 
              146,702  
 
 
Building Products–0.32%
 
       
Building Materials Corp. of America, Sr. Gtd. Notes, 7.50%, 03/15/20(b)
    5,000       5,012  
 
Gibraltar Industries Inc., Series B, Sr. Unsec. Gtd. Global Notes, 8.00%, 12/01/15
    5,000       4,875  
 
Ply Gem Industries Inc., Sr. Sec. Gtd. First & Second Lien Global Notes, 11.75%, 06/15/13
    15,000       15,525  
 
USG Corp., Sr. Unsec. Gtd. Notes, 9.75%, 08/01/14(b)
    5,000       5,200  
 
              30,612  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Core Plus Bond Fund


Table of Contents

                 
    Principal
   
    Amount   Value
 
 
Cable & Satellite–1.13%
 
       
British Sky Broadcasting Group PLC (United Kingdom), Sr. Unsec. Gtd. Notes, 9.50%, 11/15/18(b)
  $ 25,000     $ 34,336  
 
Cablevision Systems Corp., Sr. Unsec. Notes, 8.63%, 09/15/17(b)
    5,000       5,450  
 
DirecTV Holdings LLC/DirecTV Financing Co. Inc., Sr. Unsec. Gtd. Global Notes, 7.63%, 05/15/16
    60,000       66,450  
 
              106,236  
 
 
Casinos & Gaming–0.22%
 
       
Great Canadian Gaming Corp. (Canada), Sr. Unsec. Gtd. Notes, 7.25%, 02/15/15(b)
    5,000       5,069  
 
Pinnacle Entertainment Inc., Sr. Unsec. Gtd. Global Notes, 8.63%, 08/01/17
    5,000       5,268  
 
Wynn Las Vegas Capital LLC/Corp., Sec. First Mortgage Notes, 7.88%, 11/01/17(b)
    10,000       10,300  
 
              20,637  
 
 
Coal & Consumable Fuels–0.11%
 
       
CONSOL Energy Inc.,
Sr. Unsec. Gtd. Notes, 8.00%, 04/01/17(b)
    5,000       5,325  
 
8.25%, 04/01/20(b)
    5,000       5,331  
 
              10,656  
 
 
Communications Equipment–0.57%
 
       
Motorola Inc., Sr. Unsec. Global Notes, 8.00%, 11/01/11
    50,000       53,349  
 
 
Construction, Farm Machinery & Heavy Trucks–0.06%
 
       
Navistar International Corp., Sr. Unsec. Gtd. Notes, 8.25%, 11/01/21
    5,000       5,238  
 
 
Consumer Finance–0.21%
 
       
Ally Financial Inc.,
Sr. Unsec. Gtd. Global Notes, 8.00%, 11/01/31
    10,000       9,925  
 
Sr. Unsec. Gtd. Notes, 8.00%, 03/15/20(b)
    5,000       5,162  
 
National Money Market Co. (Canada), Sr. Unsec. Gtd. Global Notes, 10.38%, 12/15/16
    5,000       5,225  
 
              20,312  
 
 
Department Stores–0.72%
 
       
Macy’s Retail Holdings Inc., Sr. Unsec. Gtd. Notes, 5.35%, 03/15/12
    65,000       67,600  
 
 
Diversified Banks–1.46%
 
       
Bank of Nova Scotia (Canada), Sr. Unsec. Global Notes, 3.40%, 01/22/15
    50,000       53,282  
 
US Bancorp, Sr. Unsec. Notes, 2.00%, 06/14/13
    45,000       46,128  
 
Wachovia Corp.–Series G, Sr. Unsec. Medium-Term Notes, 5.50%, 05/01/13
    35,000       38,463  
 
              137,873  
 
 
Diversified Capital Markets–0.06%
 
       
Credit Suisse AG (Switzerland), Sub. Global Notes, 5.40%, 01/14/20
    5,000       5,274  
 
 
Diversified Metals & Mining–0.53%
 
       
Freeport-McMoRan Copper & Gold Inc., Sr. Unsec. Notes, 8.38%, 04/01/17
    45,000       50,048  
 
 
Diversified Support Services–0.05%
 
       
Travelport LLC, Sr. Unsec. Gtd. Global Notes, 9.88%, 09/01/14
    5,000       5,156  
 
 
Electric Utilities–1.94%
 
       
Indiana Michigan Power Co., Sr. Unsec. Notes, 7.00%, 03/15/19
    25,000       30,987  
 
LSP Energy L.P./LSP Batesville Funding Corp., Series D, Sr. Sec. Bonds, 8.16%, 07/15/25
    5,000       3,613  
 
Ohio Power Co., Series M, Sr. Unsec. Notes, 5.38%, 10/01/21
    30,000       34,432  
 
Southern Co., Series A, Sr. Unsec. Notes, 5.30%, 01/15/12
    60,000       63,507  
 
Virginia Electric & Power Co.,
Sr. Unsec. Notes, 5.10%, 11/30/12
    25,000       27,299  
 
5.00%, 06/30/19
    20,000       23,078  
 
              182,916  
 
 
Electrical Components & Equipment–0.29%
 
       
Belden Inc., Sr. Gtd. Notes, 9.25%, 06/15/19(b)
    25,000       27,125  
 
 
Electronic Manufacturing Services–0.06%
 
       
Jabil Circuit, Inc., Sr. Unsec. Notes, 7.75%, 07/15/16
    5,000       5,413  
 
 
Environmental & Facilities Services–0.05%
 
       
Clean Harbors Inc., Sr. Sec. Gtd. Global Notes, 7.63%, 08/15/16
    5,000       5,200  
 
 
Food Retail–0.11%
 
       
Wm. Wrigley Jr. Co., Sr. Sec. Gtd. Floating Rate Notes, 1.91%, 06/28/11(b)
    10,000       10,030  
 
 
Gas Utilities–0.06%
 
       
Suburban Propane Partners, L.P./Suburban Energy Finance Corp., Sr. Unsec. Notes, 7.38%, 03/15/20
    5,000       5,275  
 
 
Health Care Equipment–1.17%
 
       
Boston Scientific Corp.,
Sr. Unsec. Notes, 5.45%, 06/15/14
    40,000       41,860  
 
6.00%, 01/15/20
    15,000       15,846  
 
CareFusion Corp., Sr. Unsec. Global Notes, 4.13%, 08/01/12
    50,000       52,420  
 
              110,126  
 
 
Health Care Facilities–0.17%
 
       
Community Health Systems Inc., Sr. Unsec. Gtd. Global Notes, 8.88%, 07/15/15
    5,000       5,206  
 
HCA, Inc., Sr. Sec. Gtd. Global Notes, 7.88%, 02/15/20
    10,000       10,825  
 
              16,031  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Core Plus Bond Fund


Table of Contents

                 
    Principal
   
    Amount   Value
 
 
Health Care Services–0.87%
 
       
Express Scripts Inc.,
Sr. Unsec. Gtd. Global Notes, 5.25%, 06/15/12
  $ 50,000     $ 53,430  
 
6.25%, 06/15/14
    25,000       28,733  
 
              82,163  
 
 
Hotels, Resorts & Cruise Lines–0.78%
 
       
Hyatt Hotels Corp., Sr. Unsec. Notes, 5.75%, 08/15/15(b)
    20,000       21,540  
 
Royal Caribbean Cruises Ltd. (Trinidad), Sr. Unsec. Notes, 7.50%, 10/15/27
    5,000       4,494  
 
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec. Notes, 7.15%, 12/01/19
    5,000       5,338  
 
Wyndham Worldwide Corp., Sr. Unsec. Notes, 7.38%, 03/01/20
    40,000       41,950  
 
              73,322  
 
 
Household Products–0.05%
 
       
Central Garden and Pet Co., Sr. Gtd. Notes, 8.25%, 03/01/18
    5,000       5,075  
 
 
Independent Power Producers & Energy Traders–0.32%
 
       
NRG Energy, Inc.,
Sr. Unsec. Gtd. Notes, 7.38%, 02/01/16
    15,000       15,225  
 
7.38%, 01/15/17
    15,000       15,244  
 
              30,469  
 
 
Industrial Conglomerates–0.05%
 
       
NXP BV/NXP Funding LLC (Netherlands), Sr. Sec. Gtd. Global Notes, 7.88%, 10/15/14
    5,000       5,038  
 
 
Industrial REIT’s–0.15%
 
       
ProLogis, Sr. Unsec. Notes, 6.25%, 03/15/17
    15,000       14,659  
 
 
Integrated Oil & Gas–0.29%
 
       
Petroleos Mexicanos (Mexico), Bonds, 6.63%, 06/15/35(b)
    25,000       26,995  
 
 
Integrated Telecommunication Services–1.38%
 
       
AT&T Inc.,
Sr. Unsec. Global Notes, 6.70%, 11/15/13
    20,000       23,228  
 
2.50%, 08/15/15
    15,000       15,186  
 
British Telecommunications PLC (United Kingdom), Sr. Unsec. Global Notes, 9.38%, 12/15/10
    60,000       61,410  
 
Koninklijke KPN N.V. (Netherlands), Sr. Unsec. Global Bonds, 8.00%, 10/01/10
    25,000       25,142  
 
Qwest Communications International Inc., Sr. Unsec. Gtd. Notes, 7.13%, 04/01/18(b)
    5,000       5,194  
 
              130,160  
 
 
Internet Retail–0.27%
 
       
Expedia Inc., Sr. Unsec. Gtd. Notes, 5.95%, 08/15/20(b)
    25,000       25,697  
 
 
Internet Software & Services–0.06%
 
       
Equinix Inc., Sr. Unsec. Notes, 8.13%, 03/01/18
    5,000       5,250  
 
 
Investment Banking & Brokerage–0.89%
 
       
E*Trade Financial Corp., Sr. Unsec Global Notes, 7.38%, 09/15/13
    5,000       4,775  
 
Goldman Sachs Group Inc. (The), Sr. Global Notes, 3.70%, 08/01/15
    55,000       55,647  
 
Jefferies Group Inc., Sr. Unsec. Notes, 8.50%, 07/15/19
    20,000       23,462  
 
              83,884  
 
 
Leisure Facilities–0.16%
 
       
Universal City Development Partners Ltd.,
Sr. Unsec. Gtd. Notes, 8.88%, 11/15/15(b)
    10,000       10,200  
 
10.88%, 11/15/16(b)
    5,000       5,331  
 
              15,531  
 
 
Life & Health Insurance–0.71%
 
       
Aflac Inc., Sr. Unsec., 6.45%, 08/15/40
    15,000       15,848  
 
Prudential Financial Inc., Series D, Sr. Unsec. Medium-Term Notes, 2.75%, 01/14/13
    50,000       50,973  
 
              66,821  
 
 
Life Sciences Tools & Services–0.36%
 
       
Life Technologies Corp., Sr. Notes, 6.00%, 03/01/20
    25,000       28,632  
 
Patheon Inc. (Canada), Sr. Sec. Notes, 8.63%, 04/15/17(b)
    5,000       5,012  
 
              33,644  
 
 
Movies & Entertainment–0.28%
 
       
Cinemark USA Inc., Sr. Unsec. Gtd. Global Notes, 8.63%, 06/15/19
    25,000       26,375  
 
 
Multi-Line Insurance–0.40%
 
       
American Financial Group Inc., Sr. Unsec. Notes, 9.88%, 06/15/19
    10,000       12,506  
 
CNA Financial Corp., Sr. Unsec. Global Notes, 5.88%, 08/15/20
    20,000       20,293  
 
Hartford Financial Services Group Inc. (The), Jr. Unsec. Sub. Variable Rate Deb., 8.13%, 06/15/38
    5,000       4,939  
 
              37,738  
 
 
Multi-Utilities–0.84%
 
       
Nisource Finance Corp., Sr. Unsec. Gtd. Notes, 7.88%, 11/15/10
    56,000       56,749  
 
Pacific Gas & Electric Co., Sr. Unsec. Notes, 5.40%, 01/15/40
    20,000       22,372  
 
              79,121  
 
 
Office Electronics–0.56%
 
       
Xerox Corp., Sr. Unsec. Notes, 6.88%, 08/15/11
    50,000       52,705  
 
 
Office REIT’s–0.23%
 
       
Digital Realty Trust L.P., Unsec. Gtd. Unsub. Bonds, 5.88%, 02/01/20(b)
    20,000       21,346  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Core Plus Bond Fund


Table of Contents

                 
    Principal
   
    Amount   Value
 
 
Office Services & Supplies–0.11%
 
       
IKON Office Solutions, Inc.,
               
Sr. Unsec. Notes, 6.75%, 12/01/25
  $ 5,000     $ 5,125  
 
7.30%, 11/01/27
    5,000       5,119  
 
              10,244  
 
 
Oil & Gas Equipment & Services–0.11%
 
       
Bristow Group, Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 09/15/17
    5,000       5,031  
 
Key Energy Services Inc., Sr. Unsec. Gtd. Global Notes, 8.38%, 12/01/14
    5,000       5,175  
 
              10,206  
 
 
Oil & Gas Exploration & Production–1.42%
 
       
Anadarko Petroleum Corp., Sr. Unsec. Notes, 6.38%, 09/15/17
    15,000       14,887  
 
Cimarex Energy Co., Sr. Unsec. Gtd. Notes, 7.13%, 05/01/17
    25,000       26,062  
 
Continental Resources Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 10/01/19
    5,000       5,388  
 
Encore Acquisition Co., Sr. Gtd. Notes, 9.50%, 05/01/16
    5,000       5,469  
 
McMoRan Exploration Co., Sr. Unsec. Gtd. Notes, 11.88%, 11/15/14
    10,000       10,575  
 
Motiva Enterprises LLC, Sr. Unsec. Notes, 6.85%, 01/15/40(b)
    15,000       18,956  
 
Petrobras International Finance Co. (Cayman Islands), Sr. Unsec. Gtd. Global Notes, 5.75%, 01/20/20
    10,000       10,668  
 
Petrohawk Energy Corp., Sr. Unsec. Gtd. Global Notes, 7.88%, 06/01/15
    5,000       5,194  
 
Petroleos Mexicanos (Mexico), Gtd. Bonds, 5.50%, 01/21/21(b)
    20,000       20,874  
 
Plains Exploration & Production Co., Sr. Unsec. Gtd. Notes, 8.63%, 10/15/19
    5,000       5,250  
 
Range Resources Corp., Sr. Unsec. Gtd. Notes, 7.50%, 10/01/17
    10,000       10,438  
 
              133,761  
 
 
Oil & Gas Refining & Marketing–0.15%
 
       
Tesoro Corp., Sr. Unsec. Gtd. Global Notes, 6.63%, 11/01/15
    5,000       4,963  
 
United Refining Co., Series 2, Sr. Unsec. Gtd. Global Notes, 10.50%, 08/15/12
    10,000       9,237  
 
              14,200  
 
 
Oil & Gas Storage & Transportation–1.45%
 
       
Enterprise Products Operating LLC,
Sr. Unsec. Gtd. Notes, 7.63%, 02/15/12
    50,000       54,085  
 
5.20%, 09/01/20
    15,000       16,271  
 
6.45%, 09/01/40
    15,000       16,885  
 
Inergy L.P./Inergy Finance Corp., Sr. Unsec. Gtd. Global Notes, 8.25%, 03/01/16
    5,000       5,275  
 
Overseas Shipholding Group, Inc., Sr. Unsec. Notes, 8.13%, 03/30/18
    5,000       5,169  
 
Spectra Energy Capital LLC, Sr. Unsec. Gtd. Notes, 5.65%, 03/01/20
    20,000       22,411  
 
Williams Partners L.P., Sr. Unsec. Global Notes, 6.30%, 04/15/40
    15,000       16,667  
 
              136,763  
 
 
Other Diversified Financial Services–3.47%
 
       
Bank of America Corp.,
Sr. Global Notes, 3.70%, 09/01/15
    30,000       30,030  
 
Sr. Unsec. Global Notes, 4.50%, 04/01/15
    40,000       41,532  
 
6.50%, 08/01/16
    10,000       11,179  
 
Cantor Fitzgerald L.P., Bonds, 7.88%, 10/15/19(b)
    10,000       10,794  
 
Citigroup Inc.,
Sr. Unsec., 4.75%, 05/19/15
    25,000       25,802  
 
Sr. Unsec. Global Notes, 6.01%, 01/15/15
    45,000       48,565  
 
ERAC USA Finance LLC, Unsec. Gtd. Notes, 5.80%, 10/15/12(b)
    50,000       54,167  
 
General Electric Capital Corp., Sr. Unsec. Global Notes, 5.90%, 05/13/14
    25,000       28,341  
 
International Lease Finance Corp.,
Sr. Unsec. Notes, 8.63%, 09/15/15(b)
    5,000       5,062  
 
8.75%, 03/15/17(b)
    5,000       5,075  
 
JPMorgan Chase & Co., Floating Rate Medium-Term Notes, 0.96%, 02/26/13(d)
    40,000       40,101  
 
JPMorgan Chase Capital XXVII, Series AA, Jr. Unsec. Gtd. Sub. Notes, 7.00%, 11/01/39
    25,000       26,263  
 
              326,911  
 
 
Packaged Foods & Meats–0.33%
 
       
Del Monte Corp., Sr. Unsec. Gtd. Global Notes, 7.50%, 10/15/19
    5,000       5,300  
 
Dole Food Co. Inc., Sr. Sec. Notes, 8.00%, 10/01/16(b)
    5,000       5,200  
 
Kraft Foods Inc., Sr. Unsec. Global Notes, 2.63%, 05/08/13
    20,000       20,690  
 
              31,190  
 
 
Paper Packaging–0.05%
 
       
Cascades Inc., Sr. Unsec. Gtd. Global Notes, 7.88%, 01/15/20
    5,000       5,138  
 
 
Paper Products–0.05%
 
       
Neenah Paper, Inc., Sr. Unsec. Gtd. Global Notes, 7.38%, 11/15/14
    5,000       5,025  
 
 
Pharmaceuticals–0.19%
 
       
Valeant Pharmaceuticals International,
Sr. Unsec. Gtd. Global Notes, 8.38%, 06/15/16
    10,000       11,425  
 
Sr. Unsec. Notes, 7.63%, 03/15/20(b)
    5,000       6,163  
 
              17,588  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Core Plus Bond Fund


Table of Contents

                 
    Principal
   
    Amount   Value
 
 
Publishing–0.45%
 
       
Gannett Co. Inc., Sr. Unsec. Gtd. Notes, 9.38%, 11/15/17(b)
  $ 5,000     $ 5,500  
 
Nielsen Finance LLC/Co., Sr. Unsec. Gtd. Disc. Global Notes, 5.31%, 08/01/16(c)
    5,000       4,950  
 
Reed Elsevier Capital Inc., Sr. Unsec. Gtd. Global Notes, 6.75%, 08/01/11
    30,000       31,599  
 
              42,049  
 
 
Railroads–0.11%
 
       
Kansas City Southern de Mexico S.A. de C.V. (Mexico), Sr. Unsec. Notes, 8.00%, 02/01/18(b)
    10,000       10,676  
 
 
Regional Banks–0.38%
 
       
CIT Group Inc., Sr. Sec. Bonds, 7.00%, 05/01/14
    5,000       4,887  
 
PNC Funding Corp., Sr. Unsec. Gtd. Global Notes, 3.63%, 02/08/15
    25,000       26,264  
 
Zions Bancorp., Unsec. Sub. Notes, 5.50%, 11/16/15
    5,000       4,750  
 
              35,901  
 
 
Semiconductor Equipment–0.05%
 
       
Amkor Technology Inc., Sr. Unsec. Notes, 7.38%, 05/01/18(b)
    5,000       5,000  
 
 
Semiconductors–0.05%
 
       
Freescale Semiconductor Inc., Sr. Sec. Gtd. Notes, 9.25%, 04/15/18(b)
    5,000       5,013  
 
 
Specialized Finance–0.27%
 
       
National Rural Utilities Cooperative Finance Corp., Sr. Sec. Notes, 2.63%, 09/16/12
    25,000       25,834  
 
 
Specialized REIT’s–0.80%
 
       
Entertainment Properties Trust, Sr. Unsec. Notes, 7.75%, 07/15/20(b)
    65,000       64,661  
 
Senior Housing Properties Trust, Sr. Unsec. Notes, 6.75%, 04/15/20
    10,000       10,363  
 
              75,024  
 
 
Specialty Chemicals–0.11%
 
       
Huntsman International LLC,
Sr. Gtd. Notes, 8.63%, 03/15/20(b)
    5,000       4,981  
 
Sr. Unsec. Gtd. Global Notes, 7.88%, 11/15/14
    5,000       5,088  
 
              10,069  
 
 
Steel–0.75%
 
       
ArcelorMittal, Sr. Unsec. Global Bonds, 3.75%, 08/05/15
    30,000       29,884  
 
ArcelorMittal (Luxembourg), Sr. Unsec. Global Notes, 7.00%, 10/15/39
    40,000       41,031  
 
              70,915  
 
 
Thrifts & Mortgage Finance–0.18%
 
       
First Niagara Financial Group Inc., Sr. Unsec. Notes, 6.75%, 03/19/20
    15,000       16,575  
 
 
Tires & Rubber–0.10%
 
       
Cooper Tire & Rubber Co., Sr. Unsec. Notes, 7.63%, 03/15/27
    10,000       9,050  
 
 
Trading Companies & Distributors–0.05%
 
       
H&E Equipment Services Inc., Sr. Unsec. Gtd. Global Notes, 8.38%, 07/15/16
    5,000       4,938  
 
 
Wireless Telecommunication Services–0.31%
 
       
Clearwire Communications LLC/Clearwire Finance Inc., Sr. Sec. Gtd. Notes, 12.00%, 12/01/15(b)
    5,000       5,050  
 
SBA Telecommunications Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 08/15/19
    10,000       10,850  
 
Sprint Capital Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 11/15/28
    10,000       8,400  
 
Sprint Nextel Corp., Sr. Unsec. Notes, 8.38%, 08/15/17
    5,000       5,162  
 
              29,462  
 
Total Bonds & Notes (Cost $3,173,058)
            3,322,611  
 
 
U.S. Government Sponsored Mortgage-Backed Securities–29.11%
 
       
 
Federal Home Loan Mortgage Corp. (FHLMC)–13.97%
 
       
Pass Through Ctfs., 5.50%, 01/01/34
    245,296       264,101  
 
Pass Through Ctfs., TBA, 4.50%, 09/01/40(e)
    475,000       498,304  
 
5.00%, 09/01/40(e)
    340,000       360,825  
 
6.00%, 09/01/40(e)
    180,000       193,472  
 
              1,316,702  
 
 
Federal National Mortgage Association (FNMA)–15.14%
 
       
Pass Through Ctfs., 4.00%, 09/01/25
    275,000       288,922  
 
Pass Through Ctfs., TBA, 4.50%, 09/01/25(e)
    250,000       264,531  
 
5.00%, 09/01/25 to 09/01/40(e)
    545,000       579,276  
 
5.50%, 09/01/25 to 09/01/40(e)
    205,000       219,542  
 
6.00%, 09/01/40(e)
    70,000       75,371  
 
              1,427,642  
 
Total U.S. Government Sponsored Mortgage-Backed Securities (Cost $2,717,333)
            2,744,344  
 
 
U.S. Treasury Securities–23.91%
 
       
 
U.S. Treasury Bills–8.80%
 
       
0.16%, 09/09/10(f)(g)
    400,000       399,988  
 
0.14%, 11/18/2010(f)(g)
    30,000       29,995  
 
0.16%, 11/18/2010(f)(g)
    400,000       399,888  
 
              829,871  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Principal
   
    Amount   Value
 
 
U.S. Treasury Notes–12.41%
 
       
4.50%, 04/30/12
  $ 300,000     $ 320,367  
 
2.25%, 05/31/14
    200,000       209,719  
 
2.63%, 12/31/14
    250,000       265,586  
 
2.75%, 05/31/17
    200,000       211,187  
 
3.63%, 08/15/19
    100,000       110,313  
 
3.88%, 08/15/40
    50,000       53,156  
 
              1,170,328  
 
 
U.S. Treasury Bonds–2.70%
 
       
5.38%, 02/15/31
    145,000       190,267  
 
4.25%, 05/15/39
    20,000       22,597  
 
4.50%, 08/15/39
    35,000       41,169  
 
              254,033  
 
Total U.S. Treasury Securities (Cost $2,165,511)
            2,254,232  
 
 
Asset-Backed Securities–15.00%
 
       
Banc of America Commercial Mortgage Inc., Series 2003-1, Class A2, Pass Through Ctfs., 4.65%, 09/11/36
    40,000       42,229  
 
Bear Stearns Commercial Mortgage Securities,
Series 2004-PWR6, Class A4, Pass Through Ctfs., 4.52%, 11/11/41
    25,000       25,651  
 
Series 2004-PWR6, Class A6, Pass Through Ctfs., 4.83%, 11/11/41
    25,000       26,825  
 
Series 2005-T18, Class A4, Variable Rate Pass Through Ctfs., 4.93%, 02/13/42(d)
    45,000       48,530  
 
Series 2006-PW11, Class AAB, Variable Rate Pass Through Ctfs., 5.62%, 03/11/39(d)
    40,000       43,601  
 
Series 2006-T22, Class A2, Variable Rate Pass Through Ctfs., 5.68%, 04/12/38(d)
    19,244       19,486  
 
Series 2006-T24, Class A4, Pass Through Ctfs., 5.54%, 10/12/41
    40,000       43,825  
 
Capital One Multi-Asset Execution Trust, Series 2003-B5, Class B5, Pass Through Ctfs., 4.79%, 08/15/13
    70,000       70,314  
 
Citibank Credit Card Issuance Trust, Series 2009-A5, Class A5, Pass Through Ctfs., 2.25%, 12/23/14
    50,000       51,425  
 
Citigroup Mortgage Loan Trust Inc., Series 2004-UST1, Class A4, Variable Rate Pass Through Ctfs., 2.51%, 08/25/34(d)
    33,499       32,985  
 
Commercial Mortgage Pass Through Ctfs.,
Series 2001-J1A, Class A2, Variable Rate Pass Through Ctfs., 6.46%, 02/16/34(b)(d)
    6,194       6,243  
 
Series 2001-J2A, Class A2F, 0.78%, 07/16/34(b)
    70,000       68,268  
 
Credit Suisse Mortgage Capital Ctfs.,
               
Series 2010-6R, Class 1A1, Pass Through Ctfs., 5.50%, 02/27/37(b)
    31,194       32,091  
 
Discover Card Master Trust, Series 2010-A1, Class A1, Floating Rate Pass Through Ctfs., 0.93%, 09/15/15(d)
    40,000       40,299  
 
Fannie Mae REMICS, Series 2005-35, Class AC, Pass Through Ctfs., 4.00%, 08/25/18
    61,065       63,077  
 
Freddie Mac REMICS,
Series 2450, Class PE, Pass Through Ctfs., 6.00%, 07/15/21
    16,754       16,864  
 
Series 2611, Class HA, Pass Through Ctfs., 4.00%, 10/15/21
    31,610       32,344  
 
Series 2937, Class JD, Pass Through Ctfs., 5.00%, 03/15/28
    33,635       34,495  
 
Series 3339, Class PC, Pass Through Ctfs., 5.00%, 05/15/32
    35,000       36,638  
 
GE Capital Commercial Mortgage Corp., Series 2001-1, Class A2, Pass Through Ctfs., 6.53%, 05/15/33
    32,876       33,431  
 
GE Capital Credit Card Master Note Trust, Series 2010-3, Class A, Pass Through Ctfs., 2.21%, 06/15/16
    70,000       71,618  
 
GS Mortgage Securities Corp. II,
Series 2005-GG4, Class A4A, Pass Through Ctfs., 4.75%, 07/10/39
    55,000       59,061  
 
Series 2010-C1, Class C, Pass Through Ctfs., 5.64%, 08/10/43(b)(d)
    70,000       74,518  
 
LB-UBS Commercial Mortgage Trust, Series 2005-C3, Class A3, Pass Through Ctfs., 4.65%, 07/15/30
    30,000       30,768  
 
Morgan Stanley Capital I,
Series 2005-HQ5, Class A3, Pass Through Ctfs., 5.01%, 01/14/42
    49,985       51,541  
 
Series 2005-HQ7, Class A4, Variable Rate Pass Through Ctfs., 5.38%, 11/14/42(d)
    35,000       38,505  
 
Series 2005-T17, Class A4, Pass Through Ctfs., 4.52%, 12/13/41
    29,647       30,417  
 
Series 2005-T19, Class A4A, Pass Through Ctfs., 4.89%, 06/12/47
    30,000       32,601  
 
Nissan Auto Lease Trust, Series 2009-B, Class A3, Pass Through Ctfs., 2.07%, 01/15/15
    30,000       30,349  
 
RBSCF Trust, Series 2010-RR3, Class MS4A, Pass Through Ctfs., 4.97%, 04/16/40(b)(d)
    100,000       106,512  
 
TIAA Seasoned Commercial Mortgage Trust, Series 2007-C4, Class A2, Variable Rate Pass Through Ctfs., 5.76%, 08/15/39(d)
    40,000       42,417  
 
Wachovia Bank Commercial Mortgage Trust,
Series 2005-C21, Class A4, Variable Rate Pass Through Ctfs., 5.38%, 10/15/44(d)
    20,000       22,028  
 
Series 2005-C21, Class AJ, Variable Rate Pass Through Ctfs., 5.38%, 10/15/44(d)
    25,000       23,049  
 
Series 2005-C21, Class AM, Variable Rate Pass Through Ctfs., 5.38%, 10/15/44(d)
    20,000       20,417  
 
Wells Fargo Mortgage Backed Securities Trust, Series 2004-K, Class 1A2, Floating Rate Pass Through Ctfs., 4.47%, 07/25/34(d)
    11,621       11,522  
 
Total Asset-Backed Securities (Cost $1,356,086)
            1,413,944  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Principal
   
    Amount   Value
 
 
Municipal Obligations–0.81%
 
       
California (State of); Series 2010, Various Purpose Unlimited Tax GO, 5.75%, 03/01/17
  $ 10,000     $ 10,819  
 
Georgia (State of) Municipal Electric Authority (Build America Bonds); Series 2010 A, Taxable RB, 6.64%, 04/01/57
    25,000       26,803  
 
Texas (State of) Transportation Commission; Series 2010 B, Taxable RB, 5.18%, 04/01/30
    35,000       39,039  
 
Total Municipal Obligations (Cost $70,070)
            76,661  
 
 
Money Market Funds–21.72%
 
       
Liquid Assets Portfolio–Institutional Class(h)
    1,024,114       1,024,114  
 
Premier Portfolio–Institutional Class(h)
    1,024,114       1,024,114  
 
Total Money Market Funds (Cost $2,048,228)
            2,048,228  
 
TOTAL INVESTMENTS–125.79% (Cost $11,530,286)
            11,860,020  
 
OTHER ASSETS LESS LIABILITIES–(25.79)%
            (2,431,523 )
 
NET ASSETS–100.00%
          $ 9,428,497  
 
 
Investment Abbreviations:
 
     
Ctfs.
  – Certificates
Deb.
  – Debentures
Disc.
  – Discounted
GO
  – General Obligation Bonds
Gtd.
  – Guaranteed
Jr.
  – Junior
RB
  – Revenue Bonds
REIT
  – Real Estate Investment Trust
REMICS
  – Real Estate Mortgage Investment Conduits
Sec.
  – Secured
Sr.
  – Senior
Sub.
  – Subordinated
TBA
  – To Be Announced
Unsec.
  – Unsecured
Unsub.
  – Unsubordinated
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2010 was $884,804, which represented 9.38% of the Fund’s Net Assets.
(c) Discounted note at issue. The interest rate represents the coupon rate at which the bond will accrue at a specified future date.
(d) Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2010.
(e) Security purchased on forward commitment basis. This security is subject to dollar roll transactions. See Note 1L.
(f) Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(g) All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1J and Note 4.
(h) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $9,482,058)
  $ 9,811,792  
 
Investments in affiliated money market funds, at value and cost
    2,048,228  
 
Total investments, at value (Cost $11,530,286)
    11,860,020  
 
Cash
    10,609  
 
Receivables for:
       
Investments sold
    13,251  
 
Variation margin
    3,406  
 
Fund shares sold
    14,126  
 
Dividends and interest
    75,740  
 
Fund expenses absorbed
    36,858  
 
Investment for trustee deferred compensation and retirement plans
    1,953  
 
Other assets
    22,722  
 
Total assets
    12,038,685  
 
 
Liabilities:
 
Payables for:
       
Investments purchased
    2,530,220  
 
Fund shares reacquired
    637  
 
Dividends
    1,150  
 
Accrued fees to affiliates
    17,993  
 
Accrued other operating expenses
    58,235  
 
Trustee deferred compensation and retirement plans
    1,953  
 
Total liabilities
    2,610,188  
 
Net assets applicable to shares outstanding
  $ 9,428,497  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 8,997,800  
 
Undistributed net investment income
    (2,086 )
 
Undistributed net realized gain
    118,971  
 
Unrealized appreciation
    313,812  
 
    $ 9,428,497  
 
 
Net Assets:
 
Class A
  $ 7,219,238  
 
Class B
  $ 954,222  
 
Class C
  $ 844,348  
 
Class R
  $ 152,642  
 
Class Y
  $ 143,544  
 
Institutional Class
  $ 114,503  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    671,867  
 
Class B
    88,831  
 
Class C
    78,581  
 
Class R
    14,207  
 
Class Y
    13,360  
 
Institutional Class
    10,657  
 
Class A:
       
Net asset value per share
  $ 10.75  
 
Maximum offering price per share
       
(Net asset value of $10.75 divided by 95.25%)
  $ 11.29  
 
Class B:
       
Net asset value and offering price per share
  $ 10.74  
 
Class C:
       
Net asset value and offering price per share
  $ 10.74  
 
Class R:
       
Net asset value and offering price per share
  $ 10.74  
 
Class Y:
       
Net asset value and offering price per share
  $ 10.74  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 10.74  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Interest
  $ 254,280  
 
Dividends from affiliated money market funds
    1,890  
 
Total investment income
    256,170  
 
 
Expenses:
 
Advisory fees
    26,080  
 
Administrative services fees
    50,000  
 
Custodian fees
    10,446  
 
Distribution fees:
       
Class A
    10,999  
 
Class B
    5,730  
 
Class C
    4,523  
 
Class R
    715  
 
Transfer agent fees — A, B, C, R and Y
    6,719  
 
Transfer agent fees — Institutional
    57  
 
Trustees’ and officers’ fees and benefits
    22,996  
 
Registration and filing fees
    100,974  
 
Reports to shareholders
    23,237  
 
Professional services fees
    53,909  
 
Other
    15,931  
 
Total expenses
    332,316  
 
Less: Fees waived and expenses reimbursed
    (274,547 )
 
Net expenses
    57,769  
 
Net investment income
    198,401  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain from:
       
Investment securities
    122,667  
 
Futures contracts
    30,025  
 
      152,692  
 
Change in net unrealized appreciation (depreciation) of:
       
Investment securities
    237,635  
 
Futures contracts
    (5,591 )
 
      232,044  
 
Net realized and unrealized gain
    384,736  
 
Net increase in net assets resulting from operations
  $ 583,137  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the year ended August 31, 2010 and three months ended August 31, 2009
 
 
                 
    August 31,
  August 31,
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 198,401     $ 26,890  
 
Net realized gain
    152,692       5,401  
 
Change in net unrealized appreciation
    232,044       81,768  
 
Net increase in net assets resulting from operations
    583,137       114,059  
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (194,225 )     (17,512 )
 
Class B
    (21,593 )     (887 )
 
Class C
    (16,420 )     (934 )
 
Class R
    (6,254 )     (616 )
 
Class Y
    (5,893 )     (885 )
 
Institutional Class
    (5,318 )     (736 )
 
Total distributions from net investment income
    (249,703 )     (21,570 )
 
 
Distributions to shareholders from net realized gains:
 
       
Class A
    (25,492 )      
 
Class B
    (3,459 )      
 
Class C
    (2,577 )      
 
Class R
    (1,019 )      
 
Class Y
    (847 )      
 
Institutional Class
    (762 )      
 
Total distributions from net realized gains
    (34,156 )      —  
 
 
Share transactions–net:
 
       
Class A
    4,108,451       2,807,678  
 
Class B
    718,206       200,964  
 
Class C
    598,636       217,869  
 
Class R
    40,961       102,542  
 
Class Y
    12,808       121,790  
 
Institutional Class
    6,079       100,746  
 
Net increase in net assets resulting from share transactions
    5,485,141       3,551,589  
 
Net increase in net assets
    5,784,419       3,644,078  
 
 
Net assets:
 
       
Beginning of year
    3,644,078        
 
End of year (includes undistributed net investment income of $(2,086) and $42,860, respectively)
  $ 9,428,497     $ 3,644,078  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Core Plus Bond Fund, formerly AIM Core Plus Bond Fund, (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in
 
18        Invesco Core Plus Bond Fund


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these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  The Fund’s investment objective is total return.
  The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Swap agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are valued based on a model which may include end of day net present values, spreads, ratings, industry, and company performance.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Paydown gains and losses on mortgage and asset-backed securities are recorded as adjustments to interest income. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from
 
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investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Other Risks — The Funds may invest in obligations issued by agencies and instrumentalities of the U.S. Government that may vary in the level of support they receive from the government. The government may choose not to provide financial support to government sponsored agencies or instrumentalities if it is not legally obligated to do so. In this case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. Many securities purchased by the Fund are not guaranteed by the U.S. Government.
J. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
K. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
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L. Dollar Roll and Forward Commitment Transactions — The Fund may engage in dollar roll and forward commitment transactions with respect to mortgage-backed securities issued by GNMA, FNMA and FHLMC. These transactions are often conducted on a to be announced (“TBA”) basis. In a TBA mortgage-backed transaction, the seller does not specify the particular securities to be delivered. Rather, a Fund agrees to accept any security that meets specified terms, such as an agreed upon issuer, coupon rate and terms of the underlying mortgages. TBA mortgage-backed transactions generally settle once a month on a specific date.
    In a dollar roll transaction, the Fund sells a mortgage-backed security held in the Fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. The mortgage-backed securities to be purchased will bear the same coupon as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. Based on the typical structure of dollar roll transactions by the Fund, the dollar roll transactions are accounted for as financing transactions in which the Fund receives compensation as either a “fee” or a “drop”. “Fee” income which is agreed upon amongst the parties at the commencement of the dollar roll and the “drop” which is the difference between the selling price and the repurchase price of the mortgage-backed securities are amortized to income. During the period between the sale and purchase settlement dates, the Fund will not be entitled to receive interest and principal payments on securities purchased and not yet settled. Proceeds of the sale may be invested in short-term instruments, and the income from these investments, together with any additional fee income received on the sale, could generate income for the Fund exceeding the yield on the security sold. Dollar roll transactions are considered borrowings under the 1940 Act.
    Forward commitment transactions involve commitments by the Fund to acquire or sell TBA mortgage-backed securities from/to a financial institution, such as a bank or broker-dealer at a specified future date and amount. The TBA mortgage-backed security is marked to market until settlement and the unrealized appreciation or depreciation is recorded in the statement of operations.
    At the time the Fund enters into the dollar roll or forward commitment transaction, mortgage-backed securities or other liquid assets held by the Fund having a dollar value equal to the purchase price or in an amount sufficient to honor the forward commitment will be segregated.
    Dollar roll transactions involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities that the Fund has sold but is obligated to purchase under the agreement. In the event that the buyer of securities in a dollar roll transaction files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to purchase the securities. The return earned by the Fund with the proceeds of the dollar roll transaction may not exceed the return on the securities sold.
    Forward commitment transactions involve the risk that a counter-party to the transaction may fail to complete the transaction. If this occurs, the Fund may lose the opportunity to purchase or sell the security at the agreed upon price. Settlement dates of forward commitment transactions may be a month or more after entering into these transactions and as a result the market values of the securities may vary from the purchase or sale prices. Therefore, forward commitment transactions may increase the Fund’s overall interest rate exposure.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0 .45%
 
Next $500 million
    0 .425%
 
Next $1.5 billion
    0 .40%
 
Next $2.5 billion
    0 .375%
 
Over $5 billion
    0 .35%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 0.90%, 1.65%, 1.65%, 1.15%, 0.65% and 0.65%, respectively of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. The Board of Trustees or Invesco may terminate the fee waiver arrangement at any time. The Advisor did not waive fees and/or reimburse expenses during the period under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees $267,772 and reimbursed class level expenses of $5,197, $677, $534, $169, $141 and $57 of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares, respectively.
 
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  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C and Class R shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $2,024 in front-end sales commissions from the sale of Class A shares and $0, $720 and $13 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 2,048,228     $     $     $ 2,048,228  
 
U.S. Treasury Securities
          2,254,232             2,254,232  
 
U.S. Government Sponsored Securities
          2,744,344             2,744,344  
 
Corporate Debt Securities
          3,322,611             3,322,611  
 
Asset Backed Securities
          1,413,944             1,413,944  
 
Municipal Obligations
          76,661             76,661  
 
    $ 2,048,228     $ 9,811,792     $     $ 11,860,020  
 
Futures*
    (15,923 )                 (15,923 )
 
Total Investments
  $ 2,032,305     $ 9,811,792     $     $ 11,844,097  
 
Unrealized appreciation (depreciation).
 
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NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Interest rate risk
               
Futures contracts(a)
  $ 895,938     $ (379,500 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the year ended August 31, 2010
 
  The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
         
    Location of Gain on
    Statement of Operations
    Futures*
 
Realized Gain
       
Interest rate risk
  $ 30,025  
 
Change in Unrealized Appreciation (Depreciation)
       
Interest rate risk
    (5,591 )
 
Total
  $ 24,434  
 
The average value of futures $187,123, respectively.
 
                                 
Open Futures Contracts
                Unrealized
    Number of
  Month/
      Appreciation
Contract   Contracts   Commitment   Value   (Depreciation)
 
U.S. Ultra Bond
    1       December-2010/Long     $ 144,594     $ 670  
 
U.S. 5 Year Notes
    4       December-2010/Long       481,281       1,741  
 
U.S. Long Bond
    2       December-2010/Long       270,063       2,433  
 
Subtotal
                  $ 895,938     $ 4,844  
 
U.S. 10 Year Treasury
    3       September-2010/Short       (379,500 )     (20,767 )
 
Total
                  $ 516,438     $ (15,923 )
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  During the year ended August 31, 2010, the Fund paid legal fees of $2,738 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.
 
NOTE 6—Cash Balances
 
The Fund may borrow for leveraging in an amount up to 5% of the Fund’s total assets (excluding the amount borrowed) at the time the borrowing is made. In doing so, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon
 
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by the custodian bank and Invesco, not to exceed the contractually agreed upon rate. A Fund may not purchase additional securities when any borrowings from banks exceeds 5% of the Fund’s total assets.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Year Ended August 31, 2010 and Three Months Ended August 31, 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 283,859     $ 21,570  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 109,368  
 
Undistributed long-term gain
    33,706  
 
Net unrealized appreciation — investments
    309,116  
 
Net unrealized appreciation (depreciation) — other investments
    (19,407 )
 
Temporary book/tax differences
    (2,086 )
 
Shares of beneficial interest
    8,997,800  
 
Total net assets
  $ 9,428,497  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  The Fund does not have a capital loss carryforward at period-end.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $7,096,277 and $3,536,406, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 320,480  
 
Aggregate unrealized (depreciation) of investment securities
    (11,364 )
 
Net unrealized appreciation of investment securities
  $ 309,116  
 
Cost of investments for tax purposes is $11,550,904
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, undistributed net investment income was increased by $6,356, undistributed net realized gain was decreased by $5,211 and shares of beneficial interest decreased by $1,145. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 10—Share Information
 
 
                                 
    Summary of Share Activity
 
    Year ended
  Three months ended
    August 31,   August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    473,287     $ 4,957,006       278,669     $ 2,792,778  
 
Class B
    90,484       943,362       19,908       200,294  
 
Class C
    73,730       773,555       21,543       216,941  
 
Class R
    3,891       40,441       10,188       101,926  
 
Class Y
    3,631       38,392       12,115       120,905  
 
Institutional Class
                10,001       100,010  
 
Issued as reinvestment of dividends:
                               
Class A
    20,806       216,953       1,708       17,512  
 
Class B
    2,149       22,398       75       774  
 
Class C
    1,761       18,357       91       933  
 
Class R
    697       7,259       60       616  
 
Class Y
    644       6,703       86       885  
 
Institutional Class
    584       6,079       72       736  
 
Automatic conversion of Class B shares to Class A shares:
                               
Class A
    2,004       21,070       10       104  
 
Class B
    (2,004 )     (21,070 )     (10 )     (104 )
 
Reacquired:
                               
Class A
    (104,344 )     (1,086,578 )     (273 )     (2,716 )
 
Class B
    (21,771 )     (226,484 )            
 
Class C
    (18,543 )     (193,276 )     (1 )     (5 )
 
Class R
    (629 )     (6,739 )            
 
Class Y
    (3,116 )     (32,287 )            
 
Net increase in share activity
    523,261     $ 5,485,141       354,242     $ 3,551,589  
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 49% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income(a)   unrealized)   operations   income   gains   Distributions   of period   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
Class A
Year ended 08/31/10   $ 10.29     $ 0.37     $ 0.65     $ 1.02     $ (0.49 )   $ (0.07 )   $ (0.56 )   $ 10.75       10.26 %   $ 7,219       0.87 %(d)     5.61 %(d)     3.55 %(d)     78 %
Three months ended 08/31/09(e)     10.00       0.09       0.27       0.36       (0.07 )           (0.07 )     10.29       3.58       2,882       0.84 (f)     12.89 (f)     3.47 (f)     43  
 
Class B
Year ended 08/31/10     10.29       0.29       0.64       0.93       (0.41 )     (0.07 )     (0.48 )     10.74       9.34       954       1.62 (d)     6.36 (d)     2.80 (d)     78  
Three months ended 08/31/09(e)     10.00       0.07       0.27       0.34       (0.05 )           (0.05 )     10.29       3.39       205       1.59 (f)     13.64 (f)     2.72 (f)     43  
 
Class C
Year ended 08/31/10     10.29       0.29       0.64       0.93       (0.41 )     (0.07 )     (0.48 )     10.74       9.34       844       1.62 (d)     6.36 (d)     2.80 (d)     78  
Three months ended 08/31/09(e)     10.00       0.07       0.27       0.34       (0.05 )           (0.05 )     10.29       3.39       223       1.59 (f)     13.64 (f)     2.72 (f)     43  
 
Class R
Year ended 08/31/10     10.29       0.34       0.64       0.98       (0.46 )     (0.07 )     (0.53 )     10.74       9.88       153       1.12 (d)     5.86 (d)     3.30 (d)     78  
Three months ended 08/31/09(e)     10.00       0.08       0.27       0.35       (0.06 )           (0.06 )     10.29       3.51       105       1.09 (f)     13.14 (f)     3.22 (f)     43  
 
Class Y
Year ended 08/31/10     10.29       0.40       0.63       1.03       (0.51 )     (0.07 )     (0.58 )     10.74       10.43       144       0.62 (d)     5.36 (d)     3.80 (d)     78  
Three months ended 08/31/09(e)     10.00       0.09       0.27       0.36       (0.07 )           (0.07 )     10.29       3.64       126       0.59 (f)     12.64 (f)     3.72 (f)     43  
 
Institutional Class
Year ended 08/31/10     10.29       0.40       0.64       1.04       (0.52 )     (0.07 )     (0.59 )     10.74       10.43       115       0.62 (d)     5.29 (d)     3.80 (d)     78  
Three months ended 08/31/09(e)     10.00       0.09       0.27       0.36       (0.07 )           (0.07 )     10.29       3.64       104       0.59 (f)     12.68 (f)     3.72 (f)     43  
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Ratios are based on average daily net assets (000’s omitted) of $4,399, $573, $452, $143, $119 and $108 for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares, respectively.
(e) Commencement date of June 3, 2009.
(f) Annualized.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Core Plus Bond Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Core Plus Bond Fund (formerly known as AIM Core Plus Bond Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 1,055.00       $ 4.51       $ 1,020.82       $ 4.43         0.87 %
                                                             
B
      1,000.00         1,050.20         8.37         1,017.04         8.24         1.62  
                                                             
C
      1,000.00         1,051.10         8.38         1,017.04         8.24         1.62  
                                                             
R
      1,000.00         1,052.80         5.80         1,019.56         5.70         1.12  
                                                             
Y
      1,000.00         1,055.40         3.21         1,022.08         3.16         0.62  
                                                             
Institutional
      1,000.00         1,055.40         3.21         1,022.08         3.16         0.62  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Core Plus Bond Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses, and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investment Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the quality and efficiency of the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the additional resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
B.  Fund Performance
The Board did not consider Fund performance as a relevant factor in considering whether to approve
 
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the investment advisory agreement because the Fund was newly launched in 2009 and has no performance history.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board noted that no Lipper material was available for the Fund. The Board compared the Fund’s effective fee rate (the advisory fee after advisory fee waivers and before expense limitations/waivers) to the advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund, including one mutual fund advised by Invesco Advisers. The Board noted that the Fund’s effective fee rate was above the rate for the other mutual fund.
  Other than the mutual fund described above, the Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other client accounts in a manner substantially similar to the management of the Fund.
  The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the effect this expense limitation would have on the Fund’s estimated total expenses.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above, the expense limitations and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes four breakpoints, and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    0.00%  
Corporate Dividends Received Deduction*
    0.00%  
U.S. Treasury Obligations*
    10.72%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Table of Contents

Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
      Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
      Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
      A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
      Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website, invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
(INVESCO LOGO)
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  CPB-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Floating Rate Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
28
  Financial Statements
31
  Notes to Financial Statements
38
  Financial Highlights
39
  Auditor’s Report
40
  Fund Expenses
41
  Approval of Investment Advisory and Sub-Advisory Agreements
43
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Floating Rate Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Floating Rate Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the fiscal year ended August 31, 2010, Invesco Floating Rate Fund, Class A shares at net asset value (NAV) returned 11.28%, underperforming the S&P/LSTA Leveraged Loan Index. The Fund invests in lower rated fixed income instruments, primarily senior secured corporate loans.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares*
    11.28 %
 
Class C Shares*
    10.75  
 
Class R Shares*
    11.15  
 
Class Y Shares*
    11.56  
 
Institutional Class Shares*
    11.65  
 
Barclays Capital U.S. Aggregate Index (Broad Market Index)
    9.18  
 
S&P/LSTA Leveraged Loan Index (Style-Specific Index)
    12.76  
 
Lipper Loan Participation Funds Category Average (Peer Group)
    10.82  
 
Lipper Inc.; Invesco, Standard & Poor’s
*The Fund’s return during the period benefited from a change in pricing methodology related to corporate loans.

 
How we invest
We believe a highly diversified pool of bank loans from the broadest spectrum of issuers and consisting of the highest credit quality available in line with portfolio objectives has the best risk-reward potential.
     Our credit analysts review all holdings and prospective holdings.
     Key consideration is given to the following:
n   Management. Factors include direct operating experience in managing this business, management depth and incentives and track record operating in a leveraged environment.
 
n   Industry position and dynamics. Factors include the company’s industry position, life cycle phase of the indus-
    try, barriers to entry and current industry capacity and utilization.
 
n   Asset quality. Considerations may include valuations of hard and intangible assets, how easily those assets can be converted to cash and appropriateness to leverage those assets.
 
n   Divisibility. This factor focuses on operating and corporate structures, ability to divide easily and efficiently, examination of non-core assets and valuation of multiple brand names.
 
n   Sponsors. Considerations include the firm’s track record of quality transactions, access to additional capital and control or ownership of the sponsoring firm.
 
n   Cash flow. We examine the firm’s sales and earnings breakdown by product, divisions and subsidiaries. We look at


    the predictability of corporate earnings and the cash requirement of the business and conduct an examination of the business cycles, seasonality, international pressures and so forth.
 
n   Recovery and loan-to-value. These factors focus on further examination of the default probability and the rate of recovery associated with loans.
     The portfolio is constructed using a conservative bias to help manage credit risk, while focusing on optimization of return relative to appropriate benchmarks. We constantly monitor the holdings in the portfolio and conduct daily, weekly and monthly meetings with portfolio managers and analysts, as well as with firms and loan sponsors.
     Our proprietary systems generate “alert lists” that trigger immediate reviews of credits when they fall below price targets, are rated BB or lower or are performing off plan. Our active sell discipline considers two key factors for each portfolio position:
n   Company objective. Will unfavorable industry trends, poor performance or lack of access to capital cause the company to underperform?
 
n   Investment objective. Has the earnings potential or price potential been met or exceeded, or do better relative valuation opportunities exist in the market?
 
Market conditions and your Fund
For the fiscal year ended August 31, 2010, the bank loan market continued its recovery. While the market has yet to return to its historical trading range and the pace of the recovery slowed during the first half of 2010, bank loans showed continued improvement. We attribute much of this improvement to a broader


 
Portfolio Composition
By credit quality rating based on total investments
         
B
    0.5 %
 
Baa2
    0.1  
 
Baa3
    1.4  
 
Ba1
    5.3  
 
Ba2
    15.9  
 
Ba3
    27.9  
 
B1
    19.8  
 
B2
    9.1  
 
B3
    2.6  
 
Caa1
    1.7  
 
Caa2
    0.1  
 
Caa3
    0.7  
 
NR
    4.9  
 
Equity
    2.0  
 
Money Market Funds
    8.0  
 
Top 10 Fixed Income Issuers*
                 
                 
  1.    
Texas Competitive Electric
Holdings Co. LLC
    2.3 %
 
  2.    
Mediacom Communications Corp.
    1.9  
 
  3.    
First Data Corp.
    1.9  
 
  4.    
Charter Communications, Inc.
    1.7  
 
  5.    
The Servicemaster Co.
    1.6  
 
  6.    
Univision Communications Inc.
    1.5  
 
  7.    
Calpine Corp.
    1.5  
 
  8.    
Sungard Data Systems, Inc.
    1.5  
 
  9.    
Harrah’s Operating Co., Inc.
    1.4  
 
  10.    
HCA Inc.
    1.4  
 
Total Net Assets   $681.6 million
     
Total Number of Holdings*   597
 
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
  Source: Moody’s. This table is calculated based on the highest rating assigned by Moody’s to an individual security. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from Aaa (highest) to C (lowest); ratings are subject to change without notice. “NR” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Moody’s rating methodology, please visit www.moodys.com and select ‘Rating Methodologies’ under Research and Ratings on the homepage.
*   Excluding money market fund holdings.


4   Invesco Floating Rate Fund

 


Table of Contents

buyer base and a greater balance between supply and demand factors. The impact of these factors was particularly evident during the first part of the year as new loan issuance was initially unable to keep pace with demand. This pushed prices of previously issued loans represented in the S&P/LSTA Leveraged Loan Index to their highest levels in more than a year during the first week of May 2010. The average prices of loans in the index subsequently declined slightly. We attribute this decline to concerns about debt problems involving several European countries, namely Greece, and concerns about slower economic growth in the U.S. However, we did not see any concurrent deterioration in fundamentals in the bank loan market.
     The bank loan market continued to be more visible in 2010, and there was a greater correlation between market, economic and other trends. This visibility was disrupted by the debt crises involving several southern European economies.
     We have also seen an improvement in credit quality as evidenced by a steady decline in the trailing 12-month default rate. Furthermore, the London Interbank Offered Rate (LIBOR®) component of bank loan interest payments is reset when the contracts change – typically between 30 and 90 days – so investors may benefit from future increases in interest rates with little or no corresponding price exposure. This is one of the unique features of the bank loan asset class and provides investors with a positive component when interest rates are rising.
     Low LIBOR rates had a negative impact on the performance of the bank loan asset class. We expect these rates will increase at some point in the future. However, the the U.S. Federal Reserve (the Fed) maintained an accommodative monetary policy amid concerns of a slowing economic recovery. At the close of the reporting period, the Fed was indicating it intended to maintain this low interest rate policy for some time.
     All share classes of Invesco Floating Rate Fund at NAV posted double-digit returns for the reporting period. The Fund benefited from our focus on deeply discounted bank loans. Performance was also enhanced by our rotation into such industries as chemicals and autos and the sale of certain print media holdings. Our retention of certain positions where a borrower was involved in bankruptcy proceedings also aided Fund performance.
     While the Fund performed well relative to its peer group category average, it trailed the S&P/LSTA Leveraged Loan Index. An unusually wide spread between bid and asking prices for loans hurt Fund performance relative to the index. Moreover, inflows into the Fund increased its total net assets.
     As always, we appreciate your continued participation in Invesco Floating Rate Fund.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF TOM EWALD)
Tom Ewald
Portfolio manager, is lead manager of Invesco Floating Rate Fund. Mr. Ewald joined Invesco in 2000 as a credit analyst and was promoted to portfolio manager of certain other funds in 2001. Prior to joining Invesco, Mr. Ewald was a portfolio manager at another firm. Mr. Ewald earned an A.B. from Harvard College and an M.B.A. from the Darden School of Business at the University of Virginia.
(PHOTO OF GREG STOECKLE)
Greg Stoeckle
Portfolio manager, is manager of Invesco Floating Rate Fund. Mr. Stoeckle joined Invesco in 1999 and has held several senior management positions within the bank loan group. He began his investment career in 1987 as a credit analyst for another firm. Mr. Stoeckle earned a B.S. from Ursinus College and an M.B.A. from Saint Joseph’s University.


5   Invesco Floating Rate Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class since Inception
Index data from 4/30/97, Fund data from 5/1/97
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not.
Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the
one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


6   Invesco Floating Rate Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales
charges
 
       
Class A Shares
       
 
Inception (5/1/97)
    3.61 %
 
10 Years
    2.83  
 
5 Years
    1.87  
 
1 Year
    8.53  
 
 
       
Class C Shares
       
 
Inception (3/31/00)
    2.81 %
 
10 Years
    2.69  
 
5 Years
    1.89  
 
1 Year
    9.75  
 
 
       
Class R Shares
       
 
10 Years
    3.00 %
 
5 Years
    2.21  
 
1 Year
    11.15  
 
 
       
Class Y Shares
       
 
10 Years
    3.11 %
 
5 Years
    2.44  
 
1 Year
    11.56  
 
 
       
Institutional Class Shares
       
 
10 Years
    3.24 %
 
5 Years
    2.68  
 
1 Year
    11.65  
 
 
The Fund’s return during the period benefited from a change in pricing methodology related to corporate loans.
 
On April 13, 2006, the Fund reorganized from a Closed-End Fund to an Open-End Fund. Performance shown for class A shares prior to that date is that of the Closed-End Fund’s Class B shares and includes the management and 12b-1 fees applicable to B shares. The Closed-End Fund’s B-share performance reflects any applicable fee waivers or expense reimbursements.
     On April 13, 2006, the Fund reorganized from a Closed-End Fund to an Open-End Fund. Performance shown for class C shares prior to that date is that of the Closed-End Fund’s Class C shares and includes the management and 12b-1 fees applicable to C shares. The Closed-End Fund’s C-share performance reflects any applicable fee waivers or expense reimbursements.
     Class R shares incepted on April 13, 2006. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     Class Y shares incepted on October 3, 2008. Performance shown prior to that
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
 
       
Class A Shares
       
 
Inception (5/1/97)
    3.48 %
 
10 Years
    2.70  
 
5 Years
    1.71  
 
1 Year
    12.54  
 
 
       
Class C Shares
       
 
Inception (3/31/00)
    2.62 %
 
10 Years
    2.54  
 
5 Years
    1.71  
 
1 Year
    13.68  
 
 
       
Class R Shares
       
 
10 Years
    2.87 %
 
5 Years
    2.03  
 
1 Year
    14.74  
 
 
       
Class Y Shares
       
 
10 Years
    2.97 %
 
5 Years
    2.24  
 
1 Year
    15.50  
 
 
       
Institutional Class Shares
       
 
10 Years
    3.11 %
 
5 Years
    2.51  
 
1 Year
    15.42  
 
 
The Fund’s return during the period benefited from a change in pricing methodology related to corporate loans.
 
date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     Institutional Class shares incepted on April 13, 2006. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com/performance for the most recent month-end performance. Performance figures reflect Fund expenses, the reinvestment of distributions, and changes in net asset value. Investment return and principal will fluctuate so that you may have a gain or loss when you sell shares.
     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date
of this report for Class A, Class C, Class R, Class Y and Institutional Class shares was 1.27%, 1.77%, 1.52%, 1.02% and 0.91%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 2.50% sales charge and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower.
     A redemption fee of 2% will be imposed on certain redemptions or exchanges out of the Fund within 31 days of purchase. Exceptions to the redemption fee are listed in the Fund’s prospectus.


7   Invesco Floating Rate Fund

 


Table of Contents

 
Invesco Floating Rate Fund’s investment objectives are top provide a high level of current income and, secondarily, preservation of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   As of the close of business on April 13, 2006, Invesco Floating Rate Fund reorganized from a Closed-End Fund to an Open-End Fund. Information presented for Class A shares prior to the reorganization includes financial data for Class B shares of the Closed-End Fund. Information presented for Class C shares prior to the reorganization includes financial data for Class C shares of the Closed-End Fund.
 
n   On July 27, 2006, all Class B1 shares converted into Class A shares.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available only to certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   To the extent that the Fund is concentrated in securities of issuers in the banking and financial services industries, the Fund’s performance will depend to a greater extent on the overall condition of those industries. The value of these securities can be sensitive to changes in government regulation, interest rates and economic downturns in the U.S. and abroad.
 
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
n   The Fund may use enhanced investment techniques such as derivatives. The principal risk of derivatives is that the fluctuations in their values may not correlate perfectly with the overall
    securities markets. Derivatives are subject to counterparty risk–the risk that the other party will not complete the transaction with the Fund.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.
 
n   Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
 
n   The majority of the Fund’s assets are likely to be invested in loans and securities that are less liquid than those traded on national exchanges. In the event the Fund voluntarily or involuntarily liquidates portfolio assets during periods of infrequent trading, it may not receive full value for those assets.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
n   The Fund is non-diversified and can invest a greater portion of its assets in a single issuer. A change in the value of the issuer could affect the value of the Fund more than if it was a diversified Fund.
 
n   An issuer’s ability to prepay principal on a loan or debt security prior to maturity can limit the Fund’s potential gains. Prepayments may require the Fund to replace the loan or debt security with a lower yielding security, adversely affecting the Fund’s yield.
 
About indexes used in this report
n   The Barclays Capital U.S. Aggregate Index is an unmanaged index considered representative of the U.S. investment-grade, fixed-rate bond market.
 
n   The S&P/LSTA Leveraged Loan Index is a weekly total return index that tracks the current outstanding balance and spread over LIBOR for fully funded term loans.
 
n   The Lipper Loan Participation Funds Category Average represents an average of all of the funds in the Lipper Loan Participation Funds category.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   AFRAX
Class C Shares   AFRCX
Class R Shares   AFRRX
Class Y Shares   AFRYX
Institutional Class Shares   AFRIX


8   Invesco Floating Rate Fund


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Senior Secured Floating Rate Interest Loans–94.63%(b)(c)
 
                       
 
Advertising–0.07%
 
                       
Lamar Media Corp., Term Loan B
    4.25 %     12/30/16     $ 232,842     $ 234,587  
 
Valassis Communications, Inc.
                               
Delay Draw Term Loan
    2.79 %     03/02/14       68,464       67,152  
 
Term Loan B
    2.79 %     03/02/14       205,751       201,808  
 
                              503,547  
 
 
Aerospace & Defense–1.75%
 
                       
Aero Technology Supply
                               
Revolver Loan(d)
    0 %     03/12/13       4,608       4,539  
 
Revolver Loan
    11.25 %     03/12/13       849       836  
 
Term Loan(e)
          10/16/14       6,000,000       1,943,541  
 
Term Loan
    11.25 %     03/12/13       137,088       133,403  
 
Term Loan
    10.75 %     03/12/15       141,818       138,272  
 
Dubai Aerospace Enterprise
                               
Term Loan B1
    4.23 %     07/31/14       270,718       247,030  
 
Term Loan B2
    4.14 – 4.23 %     07/31/14       262,819       239,822  
 
DynCorp International, Term Loan
    6.25 %     07/07/16       1,067,350       1,063,614  
 
Hawker Beechcraft Corp., Term Loan
    2.26 – 2.53 %     03/26/14       1,000,612       801,643  
 
McKechnie Aerospace
                               
First Lien Term Loan
    2.27 %     05/11/14       529,617       511,081  
 
Second Lien Term Loan
    5.27 %     05/11/15       141,273       134,916  
 
Sequa Corp., Term Loan B
    3.79 %     12/03/14       3,313,552       3,080,775  
 
Spirit Aerosystems, Inc., Term Loan B1
    2.28 %     09/30/13       1,515,411       1,474,116  
 
Triumph Group, Inc., Term Loan B
    4.50 %     06/16/16       824,174       828,637  
 
Wesco Aircraft Hardware Corp., Term Loan
    2.52 %     09/29/13       366,907       355,211  
 
Wyle Laboratories, Inc., Incremental Term Loan
    8.00 %     03/25/16       998,066       995,261  
 
                              11,952,697  
 
 
Air Freight & Logistics–0.26%
 
                       
CEVA Group PLC
                               
U.S. Syn LOC
    0.43 %     11/04/13       215,837       190,296  
 
U.S. Term Loan
    3.26 %     11/04/13       1,779,576       1,568,990  
 
                              1,759,286  
 
 
Airlines–0.74%
 
                       
Delta Air Lines, Inc.
                               
Revolver Loan(d)
    0 %     04/30/12       2,000,000       1,821,260  
 
Revolver Loan(d)
    0 %     03/28/13       1,500,000       1,278,750  
 
Syn Revolver Credit Loan(e)
          04/30/12       2,054,535       1,973,637  
 
                              5,073,647  
 
 
Airport Services–0.75%
 
                       
Dollar Thrifty Automotive Group, Inc., Term Loan
    2.76 %     06/15/13       1,225,000       1,209,687  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Airport Services–(continued)
 
                       
                                 
Hertz Global Holdings Inc.
                               
Syn LOC(e)
    %     12/21/12     $ 579,200     $ 566,498  
 
Syn LOC
    0.34 %     12/21/12       45,505       44,507  
 
Term Loan B(e)
          12/21/12       3,131,823       3,065,272  
 
Term Loan B
    2.02 %     12/21/12       246,052       240,824  
 
                              5,126,788  
 
 
Alternative Carriers–0.94%
 
                       
Level 3 Communications, Inc.
                               
Add On Term Loan B
    11.50 %     03/13/14       204,533       221,727  
 
Term Loan
    2.53 – 2.78 %     03/13/14       6,903,226       6,202,134  
 
                              6,423,861  
 
 
Aluminum–0.05%
 
                       
Noranda Aluminum, Inc., Term Loan B
    2.05 %     05/18/14       382,194       359,900  
 
 
Apparel Retail–1.01%
 
                       
Destination Maternity Corp., Term Loan B
    2.51 – 2.77 %     03/13/13       112,952       104,481  
 
Neiman Marcus, Inc., Term Loan
    2.30 – 2.54 %     04/06/13       7,129,222       6,794,255  
 
                              6,898,736  
 
 
Apparel, Accessories & Luxury Goods–0.10%
 
                       
Phillips Van Heusen Corp., Term Loan B
    4.75 %     05/06/16       658,085       663,172  
 
 
Auto Parts & Equipment–3.84%
 
                       
AutoTrader.com, Inc., Term Loan B
    6.00 %     06/14/16       3,239,213       3,253,384  
 
Dana Holding Corp., Term Loan
    4.52 – 6.50 %     01/30/15       6,936,971       6,824,730  
 
Dayco Products, LLC
                               
Term Loan B
    10.50 %     05/13/14       72,245       69,355  
 
Term Loan C
    12.50 %     11/13/14       11,024       9,480  
 
Federal-Mogul Corp.
                               
Delay Draw Term Loan C2
    2.24 %     12/27/15       357,727       313,011  
 
Term Loan B
    2.21 – 2.24 %     12/27/14       6,396,258       5,602,707  
 
Term Loan C2
    2.21 %     12/27/15       2,432,546       2,128,478  
 
Goodyear Tire & Rubber Co. (The), Second Lien Term Loan
    2.24 %     04/30/14       4,035,343       3,773,772  
 
Key Safety Systems, Inc., Term Loan B
    2.51 – 2.53 %     03/08/14       997,348       888,886  
 
Pep Boys-Manny, Moe & Jack (The), Term Loan
    2.54 %     10/27/13       40,464       38,567  
 
Tenneco Automotive, Term Loan B
    5.01 %     06/03/16       2,600,000       2,597,205  
 
Veyance Technologies, Inc.
                               
First Lien Delay Draw Term Loan
    2.77 %     07/31/14       106,861       92,381  
 
First Lien Term Loan
    2.77 %     07/31/14       709,115       613,090  
 
                              26,205,046  
 
 
Automobile Manufacturers–1.24%
 
                       
Ford Motor Co., Term Loan
    3.03 %     12/15/13       8,731,656       8,422,249  
 
 
Automotive Retail–0.62%
 
                       
KAR Holdings, Inc., Term Loan B
    3.02 %     10/21/13       4,402,541       4,248,452  
 
 
Broadcasting–7.89%
 
                       
Cequel Communications, LLC, First Lien Term Loan
    2.30 %     11/05/13       1,447,284       1,399,068  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Broadcasting–(continued)
 
                       
                                 
Charter Communications, Inc.
                               
Term Loan B1
    2.26 %     03/06/14     $ 2,003,781     $ 1,900,045  
 
Term Loan C(e)
          09/06/16       3,654,696       3,509,349  
 
Term Loan C
    3.79 %     09/06/16       5,657,734       5,432,726  
 
Term Loan Refinance(e)
          03/06/14       931,361       883,144  
 
CSC Holdings, Inc.
                               
Incremental Term Loan B2
    2.02 %     03/29/16       1,466,546       1,438,770  
 
Incremental Term Loan B3
    2.02 %     03/29/16       2,381,323       2,305,919  
 
CW Media Holdings, Term Loan B
    3.53 %     02/16/15       547,730       539,514  
 
Gray Television Inc., Term Loan B
    3.80 %     12/31/14       107,029       101,735  
 
Insight Communications Co., Term Loan B
    2.06 – 2.28 %     04/06/14       1,070,445       1,027,626  
 
Intelsat, Ltd.
                               
Term Loan B2-A
    3.03 %     01/03/14       2,200,923       2,090,734  
 
Term Loan B2-B
    3.03 %     01/03/14       2,200,246       2,089,035  
 
Term Loan B2-C
    3.03 %     01/03/14       2,200,246       2,089,034  
 
Ion Media Networks, Inc. (Paxson Communications), Term Loan(f)
    4.38 %     01/15/12       2,801,171       756,316  
 
Local TV LLC, Term Loan B
    2.27 %     05/07/13       905,206       812,988  
 
Mediacom Communications Corp.
                               
Add on Term Loan
    5.50 %     03/31/17       3,182,512       3,118,846  
 
Term Loan D1
    2.01 %     01/31/15       2,002,222       1,871,457  
 
Term Loan D2
    2.01 %     01/31/15       276,922       258,836  
 
Term Loan E
    4.50 %     10/23/17       2,013,344       1,905,116  
 
Term Loan F
    4.50 %     10/23/17       6,040,031       5,748,086  
 
Univision Communications Inc.
                               
Term Loan(e)
          09/29/14       652,437       561,330  
 
Term Loan
    2.51 %     09/29/14       11,422,845       9,827,759  
 
WaveDivision Holdings, LLC, Term Loan B
    2.61 – 2.70 %     06/30/14       377,530       368,091  
 
Weather Channel (The), Term Loan B
    5.00 %     09/14/15       524,486       525,706  
 
WOW!
                               
First Lien Term Loan
    2.79 – 4.75 %     06/30/14       984,934       893,828  
 
First Lien Term Loan A
    6.76 – 8.75 %     06/28/14       2,359,131       2,320,796  
 
                              53,775,854  
 
 
Building Products–0.25%
 
                       
Building Materials Corp. of America, Term Loan B
    3.06 %     02/22/14       1,376,497       1,355,567  
 
Champion Window Manufacturing Inc., Term Loan
    7.50 %     12/31/13       234,800       224,234  
 
United Subcontractors, Inc., Term Loan
    2.04 %     06/30/15       107,501       94,601  
 
                              1,674,402  
 
 
Casinos & Gaming–0.94%
 
                       
BLB Investors, LLC, First Lien Term Loan
    4.75 %     07/18/11       887,867       661,461  
 
Cannery Casino
                               
Delay Draw Term Loan
    4.55 %     05/18/13       936,358       873,154  
 
Second Lien Term Loan
    4.52 %     05/18/14       1,084,000       888,880  
 
Term Loan B
    4.52 %     05/18/13       699,725       652,493  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Casinos & Gaming–(continued)
 
                       
                                 
Las Vegas Sands Corp.
                               
Delay Draw Term Loan 1(e)
    %     05/23/14     $ 218,915     $ 197,639  
 
Delay Draw Term Loan 1
    2.01 %     05/23/14       156,529       141,316  
 
Delay Draw Term Loan 2
    2.01 %     05/23/13       459,625       414,955  
 
Term Loan B(e)
          05/23/14       2,195,712       1,981,970  
 
Term Loan B
    2.01 %     05/23/14       630,127       568,787  
 
                              6,380,655  
 
 
Coal & Consumable Fuels–0.13%
 
                       
Oxbow Carbon LLC, Term Loan
    2.53 %     05/08/14       901,959       852,355  
 
 
Commercial Printing–0.53%
 
                       
Aster Sr. Flint Inc.
                               
Term Loan B5
    2.64 %     12/31/12       795,787       728,145  
 
Term Loan C5
    2.64 %     12/31/13       813,772       748,671  
 
Cenveo, Inc.
                               
Delay Draw Term Loan
    5.04 %     06/21/13       61,595       60,501  
 
Term Loan C
    5.04 %     06/21/13       2,134,070       2,096,190  
 
                              3,633,507  
 
 
Commodity Chemicals–0.51%
 
                       
LyondellBasell Industries, Term Loan B
    5.50 %     04/08/16       297,879       300,629  
 
Univar Corp., Term Loan B
    3.26 %     10/10/14       3,208,884       3,142,027  
 
                              3,442,656  
 
 
Communications Equipment–1.69%
 
                       
Consolidated Communications, Inc.
                               
Delay Draw Term Loan
    2.77 %     12/31/14       1,000,000       949,375  
 
Term Loan B
    2.77 %     12/31/14       3,000,000       2,848,125  
 
NTELOS Holdings Corporations
                               
Add On Term Loan(e)
          08/31/15       767,142       770,594  
 
Term Loan B
    5.75 %     08/07/15       5,025,902       5,048,518  
 
One Communications Corp., Term Loan C
    11.75 – 12.25 %     06/30/12       2,007,155       1,933,152  
 
                              11,549,764  
 
 
Computer Hardware–0.03%
 
                       
Quantum Corp., Term Loan B
    3.76 %     07/12/14       185,594       175,619  
 
 
Construction Materials–0.16%
 
                       
Hillman Group (The), Term Loan B
    5.50 %     05/28/16       1,116,901       1,113,762  
 
 
Construction, Farm Machinery & Heavy Trucks–0.13%
 
                       
Manitowoc Company, Inc. (The), Term Loan B
    8.00 %     11/06/14       875,041       878,318  
 
 
Data Processing & Outsourced Services–2.41%
 
                       
Fidelity National Information Services, Inc., Term Loan B
    5.25 %     07/18/16       2,570,814       2,588,257  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Data Processing & Outsourced Services–(continued)
 
                       
                                 
First Data Corp.
                               
Term Loan B1(e)
    %     09/24/14     $ 341,207     $ 293,470  
 
Term Loan B1
    3.01 %     09/24/14       5,008,321       4,307,632  
 
Term Loan B2(e)
          09/24/14       511,810       437,731  
 
Term Loan B2
    3.01 %     09/24/14       4,892,026       4,183,954  
 
Term Loan B3(e)
          09/24/14       765,640       655,101  
 
Term Loan B3
    3.01 %     09/24/14       3,410,168       2,917,825  
 
Transunion Corp., Term Loan
    6.75 %     06/15/17       994,592       1,006,776  
 
                              16,390,746  
 
 
Department Stores–0.20%
 
                       
Bass Pro, Inc., Term Loan B
    5.00 – 5.75 %     04/10/15       1,375,682       1,379,128  
 
 
Diversified Chemicals–0.88%
 
                       
Celanese US Holdings LLC
                               
Prefunded LOC
    0.31 %     04/02/14       490,939       469,821  
 
Term Loan
    2.03 %     04/02/14       2,337,962       2,238,832  
 
Rockwood Specialties, Inc., Term Loan H
    6.00 %     05/15/14       1,675,132       1,681,414  
 
Solutia Inc., Term Loan B
    4.75 %     03/17/17       1,419,197       1,424,193  
 
Texas Petrochemicals L.P.
                               
Incremental Term Loan B
    2.88 – 3.13 %     06/27/13       54,644       51,468  
 
Term Loan B
    2.88 – 3.13 %     06/27/13       161,894       152,485  
 
                              6,018,213  
 
 
Diversified Metals & Mining–0.26%
 
                       
Novelis Inc.
                               
Canada Term Loan
    2.27 %     07/06/14       402,532       387,604  
 
U.S. Term Loan
    2.27 – 2.54 %     07/06/14       1,427,863       1,374,125  
 
                              1,761,729  
 
 
Diversified Real Estate Activities–1.36%
 
                       
Lake Las Vegas Resort
                               
Revolver Loan(d)
    0 %     12/31/12       107,236       106,164  
 
Revolver Loan
    15.00 %     12/31/12       18,474       18,289  
 
RE/MAX LLC, Term Loan B
    5.50 %     04/16/16       2,340,631       2,337,705  
 
Realogy Corp., Delay Draw Term Loan
    3.30 – 3.53 %     10/10/13       7,893,360       6,809,996  
 
                              9,272,154  
 
 
Diversified REIT’s–0.41%
 
                       
Capital Automotive REIT
                               
Term Loan B(e)
          12/16/10       106,326       104,422  
 
Term Loan B
    2.07 %     12/16/10       175,879       172,728  
 
Term Loan C
    2.82 %     12/14/12       2,618,480       2,505,021  
 
                              2,782,171  
 
 
Diversified Support Services–1.16%
 
                       
Bankruptcy Management Solutions, Inc.
                               
First Lien Term Loan
    4.27 %     07/28/12       59,856       38,258  
 
Second Lien Term Loan
    6.64 %     07/28/13       35,292       7,588  
 
Brock Holdings III, Inc., Term Loan B
    3.03 – 4.75 %     02/26/14       387,024       352,191  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
13        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Diversified Support Services–(continued)
 
                       
                                 
Central Parking Corp.
                               
Second Lien Term Loan
    5.06 %     11/22/14     $ 25,522     $ 19,695  
 
Syn LOC
    0.16 %     05/22/14       63,036       52,950  
 
Term Loan B
    2.56 %     05/22/14       140,484       119,060  
 
Merrill Corp., Term Loan
    8.50 %     05/15/11       3,994,578       3,774,876  
 
Nuance Communications, Inc.
                               
Incremental Term Loan
    2.02 %     03/29/13       1,989,744       1,917,118  
 
Revolver Loan(d)
    0 %     04/01/12       121,000       109,505  
 
Term Loan B
    2.02 %     04/01/13       244,238       235,324  
 
Production Resources, Inc., Term Loan B
    3.81 %     08/15/14       1,512,100       1,262,603  
 
                              7,889,168  
 
 
Drug Retail–1.16%
 
                       
General Nutrition Centers, Inc., Term Loan B
    2.52 – 2.79 %     09/16/13       3,237,238       3,091,562  
 
MAPCO Express, Inc., Term Loan
    6.75 %     04/28/11       60,209       58,854  
 
Pantry, Inc. (The)
                               
Delay Draw Term Loan
    2.02 %     05/15/14       21,046       20,204  
 
Term Loan B
    2.02 %     05/15/14       73,529       70,588  
 
Rite Aid Corp.
                               
Term Loan(e)
          05/29/14       4,355,123       3,907,504  
 
Tranche 2
    2.01 – 2.02 %     06/04/14       843,301       756,627  
 
                              7,905,339  
 
 
Education Services–0.04%
 
                       
Bright Horizons Family Solutions, Inc., Term Loan B
    7.50 %     05/28/15       244,755       245,368  
 
 
Electric Utilities–6.16%
 
                       
Bicent Power LLC, Second Lien Term Loan
    4.54 %     07/10/14       250,400       68,860  
 
BRSP LLC, Term Loan B
    7.50 %     06/24/14       2,800,000       2,803,500  
 
Calpine Corp.
                               
First Priority Term Loan
    3.42 %     03/29/14       4,299,579       4,119,921  
 
Revolver Loan(d)
    0 %     03/29/14       3,000,000       2,692,500  
 
Term Loan B
    7.00 %     07/01/17       3,508,773       3,557,563  
 
Dynegy Holdings Inc.
                               
Loan C
    4.02 %     04/02/13       7,312,604       7,200,063  
 
Term Loan B
    4.02 %     04/02/13       690,004       679,703  
 
GreatPoint Energy, Delay Draw Term Loan
    5.50 %     03/10/17       654,027       650,757  
 
Kelson Finance LLC, First Lien Term Loan B
    3.78 %     03/08/13       322,326       318,791  
 
NE Energy, Inc.
                               
Second Lien Term Loan
    5.06 %     05/01/14       315,000       284,287  
 
Syn LOC
    0.41 %     11/01/13       9,235       8,696  
 
Term Loan B
    3.06 %     11/01/13       517,939       486,863  
 
NRG Energy, Inc.
                               
Extended LOC 2(e)
          08/31/15       2,175,600       2,154,758  
 
Extended LOC 2
    3.78 %     08/31/15       26,279       26,028  
 
Syn LOC(e)
          02/01/13       304       297  
 
Syn LOC
    2.03 %     02/01/13       11       11  
 
Term Loan B(e)
          02/01/13       209,767       204,865  
 
Term Loan B
    2.03 %     02/01/13       157,807       154,119  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Electric Utilities–(continued)
 
                       
                                 
NSG Holdings II, LLC
                               
Syn LOC
    2.04 %     06/15/14     $ 26,571     $ 25,398  
 
Term Loan
    2.04 %     06/15/14       87,931       84,047  
 
Texas Competitive Electric Holdings Co. LLC
                               
Delay Draw Term Loan(e)
          10/10/14       307,113       232,447  
 
Delay Draw Term Loan
    3.79 – 4.03 %     10/10/14       8,863,237       6,708,406  
 
Term Loan B1(e)
          10/10/14       1,933,993       1,472,890  
 
Term Loan B1
    3.79 – 4.03 %     10/10/14       245,473       186,948  
 
Term Loan B2(e)
          10/10/14       2,451,036       1,864,822  
 
Term Loan B2
    3.79 – 4.07 %     10/10/14       1,691,545       1,286,978  
 
Term Loan B3(e)
          10/10/14       2,129,262       1,614,758  
 
Term Loan B3
    3.79 – 4.03 %     10/10/14       3,315,094       2,514,052  
 
TPF Generation Holdings, LLC
                               
First Lien Term Loan
    0.43 %     12/15/11       30,618       28,847  
 
Second Lien Term Loan
    4.78 %     12/15/14       267,000       243,138  
 
Syn LOC D
    0.43 %     12/15/13       97,672       92,021  
 
Term Loan
    2.53 %     12/15/13       243,945       229,831  
 
                              41,996,165  
 
 
Electrical Components & Equipment–0.08%
 
                       
Aeroflex Inc., Term Loan B1
    3.63 %     08/15/14       313,710       296,586  
 
Crown Castle International Corp., Term Loan B
    1.76 %     03/06/14       279,801       269,275  
 
                              565,861  
 
 
Electronic Manufacturing Services–0.29%
 
                       
Sorenson Communications, Inc., First Lien Term Loan
    6.00 %     08/16/13       2,217,690       1,988,835  
 
 
Environmental & Facilities Services–0.03%
 
                       
Covanta Holding Corp.
                               
Syn LOC
    0.43 %     02/09/14       84,652       79,944  
 
Term Loan B
    1.94 – 2.06 %     02/09/14       128,350       121,547  
 
                              201,491  
 
 
Food Distributors–2.91%
 
                       
Advanced Food Company, Inc.
                               
Delay Draw Term Loan
    2.02 %     03/16/14       73,189       72,914  
 
Second Lien Term Loan
    4.52 %     09/16/14       1,233,357       1,140,855  
 
Term Loan B
    2.02 %     03/16/14       847,395       844,217  
 
Aramark Corp.
                               
Extended LOC 2(e)
          07/26/16       57,116       55,696  
 
Extended LOC 2
    0.20 %     07/26/16       23,693       23,104  
 
Extended Term Loan B(e)
          07/26/16       868,486       847,495  
 
Extended Term Loan B
    3.78 %     07/26/16       360,266       351,558  
 
Syn LOC 1(e)
          01/26/14       66,298       63,148  
 
Syn LOC 1
    0.20 %     01/26/14       13,153       12,528  
 
U.S. Term Loan(e)
          01/26/14       1,008,100       956,561  
 
U.S. Term Loan
    2.41 %     01/26/14       181,637       172,351  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
15        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Food Distributors–(continued)
 
                       
                                 
Dean Foods Co.
                               
Term Loan A(e)
    %     04/02/12     $ 1,000,000     $ 974,845  
 
Term Loan A(e)
          04/02/14       3,000,000       2,932,500  
 
Term Loan A
    3.27 – 3.54 %     04/02/14       255,001       249,263  
 
Term Loan B
    3.54 %     04/02/16       243,903       235,550  
 
Term Loan B
    3.79 %     04/02/17       50,923       49,989  
 
Pierre Foods Inc., Term Loan A
    7.00 %     03/03/16       2,150,674       2,150,340  
 
Pinnacle Foods Group, Inc. (Aurora Foods)
                               
Revolver Loan(d)
    0 %     04/02/13       1,000,000       910,000  
 
Term Loan B(e)
          04/02/14       3,611,234       3,441,040  
 
Term Loan B
    2.81 %     04/02/14       1,990,397       1,896,615  
 
Term Loan D
    6.00 %     04/02/14       2,471,415       2,482,005  
 
                              19,862,574  
 
 
Food Retail–0.95%
 
                       
OSI Restaurant Partners, LLC
                               
Prefunded Revolver Credit
    2.69 %     06/14/13       13,759       12,218  
 
Prefunded Revolver Credit Loan
    0.36 – 2.88 %     06/14/13       261,420       232,145  
 
Term Loan
    2.88 %     06/14/14       4,033,502       3,582,879  
 
Quizno’s Corp. (The), First Lien Term Loan B
    5.06 %     05/05/13       12,470       10,579  
 
SUPERVALU Inc.
                               
Term Loan A
    1.14 %     06/02/11       382,166       376,273  
 
Term Loan B
    1.51 %     06/02/12       1,329,812       1,284,931  
 
Term Loan C(e)
          06/02/11       352,941       337,941  
 
Wendy’s/Arby’s Resturants, LLC, Term Loan B
    5.00 %     05/24/17       640,717       643,761  
 
                              6,480,727  
 
 
Forest Products–0.68%
 
                       
Georgia-Pacific Corp.
                               
Add On Term Loan B
    2.30 – 2.53 %     12/29/12       24,715       24,450  
 
Term Loan A
    2.53 %     12/21/10       1,878,491       1,874,030  
 
Term Loan B
    2.30 – 2.54 %     12/21/12       970,902       960,722  
 
Term Loan C
    3.78 – 3.79 %     12/23/14       1,760,704       1,755,889  
 
                              4,615,091  
 
 
General Merchandise Stores–0.10%
 
                       
Pilot Travel Centers LLC, Term Loan B
    5.25 %     06/30/16       640,521       646,606  
 
 
Health Care Distributors–1.03%
 
                       
IMS Health, Inc., Term Loan
    5.25 %     02/26/16       2,203,944       2,212,208  
 
Warner Chilcott PLC
                               
Add On Term Loan
    6.25 %     04/30/15       1,784,698       1,787,411  
 
Term Loan A
    6.00 %     10/30/14       409,732       407,650  
 
Term Loan B1
    6.25 %     04/30/15       193,060       193,336  
 
Term Loan B2
    6.25 %     04/30/15       321,481       321,955  
 
Term Loan B3(e)
          01/18/16       1,571,404       1,580,024  
 
Term Loan B4(e)
          01/18/16       510,196       513,030  
 
                              7,015,614  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Health Care Equipment–1.25%
 
                       
Biomet, Inc.
                               
Term Loan(e)
    %     03/25/15     $ 554,461     $ 537,054  
 
Term Loan
    3.26 – 3.54 %     03/25/15       5,539,205       5,365,301  
 
CONMED Corp., Term Loan
    1.77 %     04/13/13       897,614       843,757  
 
DJO Finance LLC, Term Loan
    3.26 %     05/20/14       1,834,687       1,747,374  
 
                              8,493,486  
 
 
Health Care Facilities–4.29%
 
                       
Community Health Systems
                               
Delay Draw Term Loan
    2.55 %     07/25/14       397,923       375,826  
 
Term Loan B
    2.51 – 2.55 %     07/25/14       7,272,408       6,867,154  
 
HCA, Inc.
                               
Term Loan B(e)
          11/07/12       1,500,002       1,380,002  
 
Term Loan B
    2.78 %     11/18/13       265,503       256,034  
 
Term Loan B2
    3.78 %     03/31/17       8,053,547       7,802,759  
 
Health Management Associates, Inc., Term Loan B
    2.28 %     02/28/14       3,945,135       3,697,952  
 
IASIS Healthcare Corp.
                               
Delay Draw Term Loan
    2.26 %     03/14/14       701,113       666,495  
 
LOC
    0.16 %     03/14/14       381,558       362,719  
 
Term Loan B
    2.26 %     03/14/14       2,025,751       1,924,099  
 
Medical Properties Trust, Inc., Term Loan B
    5.00 %     05/17/16       1,337,710       1,324,333  
 
Universal Health Services, Inc., Term Loan B(e)
          07/15/16       4,590,740       4,587,848  
 
                              29,245,221  
 
 
Health Care Services–2.01%
 
                       
Aurora Diagnostics, LLC, Term Loan B
    6.25 %     05/26/16       1,762,322       1,731,482  
 
Fresenius Medical Care Holdings, Inc.
                               
Term Loan C1
    4.50 %     09/10/14       223,895       225,102  
 
Term Loan C2
    4.50 %     09/10/14       127,895       128,584  
 
Genoa Healthcare LLC
                               
Second Lien Term Loan
    10.75 %     02/10/13       132,000       108,900  
 
Term Loan B
    5.50 %     08/10/12       87,947       83,769  
 
Gentiva Health Serviced, Inc., Term Loan B
    6.75 %     08/17/16       1,287,747       1,271,650  
 
Harlan Sprague Dawley, Inc., Term Loan B
    3.77 %     07/11/14       2,608,372       2,373,619  
 
Psychiatric Solutions, Inc.
                               
Term Loan B(e)
          07/02/12       224,648       222,963  
 
Term Loan B
    2.06 – 2.28 %     07/02/12       4,464,204       4,430,722  
 
Royalty Pharma AG, Term Loan B
    2.78 %     04/16/13       429,087       424,395  
 
Skilled Healthcare LLC, Term Loan B
    5.25 %     04/09/16       997,393       933,061  
 
Sun Healthcare Group, Inc.
                               
Syn LOC
    0.43 %     04/19/14       57,746       56,323  
 
Term Loan B
    3.53 – 3.70 %     04/19/14       116,250       113,385  
 
Trizetto Group, Inc., Term Loan B
    7.50 %     08/04/15       727,767       725,947  
 
United Surgical Partners International, Inc.
                               
Delay Draw Term Loan
    2.27 %     04/18/14       171,957       162,285  
 
Term Loan B
    2.27 – 2.50 %     04/18/14       752,620       708,091  
 
                              13,700,278  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
17        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Health Care Supplies–0.74%
 
                       
Bausch & Lomb Inc.
                               
Delay Draw Term Loan
    3.51 %     04/26/15     $ 433,165     $ 415,973  
 
Revolver Loan(d)
    0 %     10/25/13       1,600,000       1,440,000  
 
Revolver Loan
    3.01 %     10/25/13       400,000       360,000  
 
Term Loan B
    3.51 – 3.78 %     04/26/15       1,786,689       1,715,971  
 
Catalent Pharma Solutions, Term Loan
    2.51 %     04/10/14       1,238,430       1,120,011  
 
                              5,051,955  
 
 
Hotels, Resorts & Cruise Lines–0.48%
 
                       
American Gaming Systems
                               
Delay Draw Term Loan
    3.27 %     05/14/13       503,117       378,178  
 
Term Loan B
    3.27 %     05/14/13       3,596,052       2,703,044  
 
Centaur Gaming
                               
First Lien Term Loan B(f)
    11.25 %     10/30/12       242,281       188,979  
 
Second Lien Term Loan(f)
    14.25 %     10/30/13       125,118       5,005  
 
Ginn Club & Resort
                               
First Lien Term Loan B(f)
    9.50 %     06/08/11       105,289       5,791  
 
Revolving Credit Loan(f)
    5.87 – 9.50 %     06/08/11       49,078       2,699  
 
Second Lien Term Loan(f)
    13.50 %     06/08/12       127,556       638  
 
                              3,284,334  
 
 
Household Products–1.46%
 
                       
Jarden Corp.
                               
Term Loan B2
    2.28 %     01/24/12       31,910       31,733  
 
Term Loan B4
    3.78 %     01/26/15       55,524       55,335  
 
Nice-Pak Products Inc., Term Loan
    3.26 %     06/18/14       569,187       529,879  
 
Rent-A-Center
                               
Term Loan B
    2.02 – 2.05 %     06/30/12       7,077       7,060  
 
Term Loan B
    3.54 %     03/31/15       125,976       126,291  
 
Reynolds Packaging Group
                               
Add On Term loan B
    5.75 %     05/05/16       1,460,070       1,456,420  
 
Term Loan B
    6.25 %     11/05/15       2,012,242       2,009,093  
 
Spectrum Brands, Inc., Term Loan
    8.00 %     06/16/16       5,639,561       5,709,632  
 
                              9,925,443  
 
 
Human Resource & Employment Services–1.26%
 
                       
Koosharem Corp.
                               
First Lien Term Loan
    10.25 %     06/30/14       725,274       568,133  
 
Second Lien Term Loan
    14.25 %     12/31/14       303,340       98,586  
 
Term Loan(e)
          08/01/11       1,850,000       1,822,250  
 
Term Loan
    16.25 %     08/01/11       1,850,000       1,822,250  
 
Kronos Inc.
                               
First Lien Term Loan
    2.53 %     06/11/14       1,275,890       1,203,055  
 
First Lien Term Loan
    6.28 %     06/11/15       3,255,649       3,048,101  
 
                              8,562,375  
 
 
Industrial Conglomerates–0.82%
 
                       
CONTECH Construction Products, Inc., Term Loan B
    2.27 %     01/31/13       1,297,066       1,090,346  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
18        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Industrial Conglomerates–(continued)
 
                       
                                 
Dresser Inc.
                               
Second Lien Term Loan
    6.11 %     05/04/15     $ 1,000,000     $ 963,440  
 
Term Loan B
    2.61 %     05/04/14       3,710,760       3,544,944  
 
                              5,598,730  
 
 
Industrial Machinery–0.73%
 
                       
Gleason Corp., First Lien Term Loan
    2.00 – 2.31 %     06/30/13       123,748       116,014  
 
Itron Inc., Term Loan
    3.77 %     04/18/14       96,491       96,383  
 
Pro Mach, Inc., Term Loan
    2.52 %     12/14/11       553,137       470,167  
 
Rexnord Corp.
                               
Add On Term Loan B2
    2.56 %     07/19/13       93,888       89,282  
 
Sr. Unsec. Term Loan
    7.54 %     03/01/13       2,742,275       2,229,812  
 
Term Loan B
    2.81 %     07/19/13       2,082,062       1,998,135  
 
                              4,999,793  
 
 
Insurance Brokers–0.30%
 
                       
Sedgwick Claims Management Services, Inc., Term Loan B
    5.50 %     05/28/16       1,385,200       1,380,012  
 
Swett & Crawford Group, Inc.
                               
First Lien Term Loan
    2.51 %     04/03/14       373,983       300,589  
 
Second Lien Term Loan
    5.76 %     10/03/14       105,200       68,906  
 
USI Holdings Corp., Term Loan B
    3.29 %     05/05/14       316,091       290,127  
 
                              2,039,634  
 
 
Integrated Telecommunication Services–0.95%
 
                       
Cavalier Telephone Inc., Term Loan B
    10.50 %     12/31/12       877,706       835,137  
 
Cincinnati Bell Inc.
                               
Term Loan B(e)
          06/11/17       168,897       168,634  
 
Term Loan B
    6.50 %     06/11/17       1,084,566       1,082,874  
 
Hargray Communications Group, Inc., Term Loan B
    2.67 %     06/27/14       149,026       144,804  
 
Integra Telecom, Inc., Term Loan B
    9.25 %     04/15/15       1,883,819       1,886,174  
 
Midcontinent Communications, Term Loan B
    6.25 %     12/31/16       1,264,197       1,264,456  
 
Time Warner Inc., Term Loan B
    2.02 %     01/07/13       1,113,248       1,078,148  
 
                              6,460,227  
 
 
Internet Retail–0.43%
 
                       
CDW LLC
                               
Term Loan B(e)
          10/10/14       1,168,432       1,049,690  
 
Term Loan B
    4.28 %     10/10/14       2,114,678       1,899,773  
 
                              2,949,463  
 
 
Internet Software & Services–0.27%
 
                       
Network Solutions, LLC, Term Loan B
    2.52 %     03/07/14       671,150       620,814  
 
SAVVIS, Inc., Term Loan
    6.75 %     08/04/16       435,927       431,659  
 
SkillSoft PLC, Term Loan B
    6.50 %     05/26/17       786,453       790,633  
 
                              1,843,106  
 
 
Investment Banking & Brokerage–0.05%
 
                       
Gartmore Investment Ltd., U.S. Term Loan
    2.26 %     05/11/14       357,741       321,073  
 
 
IT Consulting & Other Services–1.76%
 
                       
Brocade Communications Systems, Inc., Term Loan
    7.00 %     10/07/13       1,972,198       1,982,986  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
19        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
IT Consulting & Other Services–(continued)
 
                       
                                 
SunGuard Data Systems, Inc.
                               
U.S. Revolver Loan(d)
    0 %     08/11/11     $ 1,500,000     $ 1,432,501  
 
U.S. Term Loan A
    2.04 – 2.04 %     02/28/14       255,559       245,896  
 
U.S. Term Loan B
    3.97 – 4.04 %     02/28/16       6,510,376       6,363,892  
 
U.S. Term Loan C
    6.75 %     02/28/14       1,979,849       1,989,748  
 
                              12,015,023  
 
 
Leisure Facilities–3.41%
 
                       
24 Hour Fitness Worldwide Inc., Term Loan B
    6.75 %     04/22/16       2,765,705       2,588,520  
 
AMF Group
                               
First Lien Term Loan B
    2.76 – 2.79 %     06/08/13       1,345,772       1,169,140  
 
Second Lien Term Loan
    6.54 %     12/08/13       177,143       145,257  
 
Cedar Fair, L.P., Term Loan B
    5.50 %     12/15/16       915,869       920,971  
 
Harrah’s Operating Co., Inc.
                               
Term Loan B1(e)
          01/28/15       1,660,262       1,425,435  
 
Term Loan B1
    3.50 %     01/28/15       3,124,315       2,682,412  
 
Term Loan B2(e)
          01/28/15       3,000,003       2,581,719  
 
Term Loan B2
    3.50 %     01/28/15       1,569,027       1,350,258  
 
Term Loan B3
    3.50 – 3.53 %     01/28/15       1,905,886       1,634,383  
 
Live Nation Entertainment, Inc., Term Loan B
    4.50 %     11/06/16       882,548       871,516  
 
Regal Entertainment Group, Term Loan B
    4.03 %     11/19/16       5,714,527       5,678,783  
 
Six Flags Inc.
                               
Second Lien Term Loan
    9.25 %     12/31/16       400,000       410,500  
 
Term Loan B
    6.00 %     06/30/16       1,802,275       1,801,518  
 
                              23,260,412  
 
 
Leisure Products–2.02%
 
                       
Cinemark USA, Inc., Term Loan
    3.52 – 3.65 %     04/30/16       1,283,620       1,278,228  
 
Golden Nugget, Inc., Second Lien Term Loan
    3.52 %     12/31/14       116,593       58,296  
 
IMG Worldwide, Inc., Term Loan B
    7.25 %     06/14/15       4,049,016       3,952,852  
 
Panavision Inc., Second Lien Term Loan
    8.03 %     03/30/12       9,500       5,320  
 
Sabre Holdings Corp., Term Loan
    2.26 – 2.48 %     09/30/14       6,053,581       5,457,122  
 
Travelport Ltd.
                               
Delay Draw Term Loan
    2.76 – 3.03 %     08/23/13       600,352       572,211  
 
U.S. Syn LOC
    3.03 %     08/23/13       230,515       219,670  
 
U.S. Term Loan B
    2.76 %     08/23/13       1,269,485       1,209,580  
 
True Temper Sports Inc., Term Loan
    8.00 %     10/14/13       1,021,393       979,899  
 
                              13,733,178  
 
 
Marine–0.45%
 
                       
Dockwise Ltd.
                               
Term Loan B1(e)
          03/13/15       287,544       262,565  
 
Term Loan B2(e)
          03/13/15       1,217,816       1,112,025  
 
Term Loan C(e)
          03/13/16       266,663       244,663  
 
Term Loan C2(e)
          03/13/16       1,217,816       1,117,347  
 
US Shipping LLC, Term Loan
    2.50 – 9.20 %     08/07/13       466,692       332,080  
 
                              3,068,680  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
20        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Marine Ports & Services–0.05%
 
                       
Fleetcor Technologies, Inc.
                               
Tranche 1
    2.56 %     04/30/13     $ 185,935     $ 179,892  
 
Tranche 2
    2.56 %     04/30/13       152,569       149,137  
 
                              329,029  
 
 
Metal & Glass Containers–2.12%
 
                       
Berry Plastics Corp.
                               
Term Loan C(e)
          04/03/15       403,400       369,952  
 
Term Loan C
    2.32 – 2.38 %     04/03/15       6,863,203       6,294,141  
 
Graham Packaging Company, L.P.
                               
Term Loan B(e)
          10/07/11       4,500,000       4,491,045  
 
Term Loan B
    2.56 – 2.81 %     10/07/11       1,500,000       1,497,015  
 
Term Loan C
    6.75 %     04/05/14       963,944       972,176  
 
MAUSER Corp.
                               
Term Loan B2
    2.64 %     06/13/15       500,000       415,833  
 
Term Loan C2
    2.89 %     06/13/16       500,000       418,332  
 
                              14,458,494  
 
 
Movies & Entertainment–1.10%
 
                       
Alpha III, Term Loan B2
    2.42 %     12/31/13       3,754,013       3,445,152  
 
LodgeNet Entertainment Corp., Term Loan
    2.54 %     04/04/14       2,326,596       2,146,285  
 
NEP II, Inc., Term Loan B
    2.30 – 4.25 %     02/16/14       390,495       370,603  
 
Zuffa LLC, Term Loan
    2.31 %     06/19/15       1,653,155       1,566,959  
 
                              7,528,999  
 
 
Oil & Gas Drilling–0.69%
 
                       
Ram Energy Inc., Term Loan
    12.75 %     11/28/12       752,011       740,731  
 
Venoco, Inc., Second Lien Term Loan
    4.31 %     05/07/14       4,282,579       3,964,962  
 
                              4,705,693  
 
 
Oil & Gas Equipment & Services–0.63%
 
                       
CCS Corp.
                               
Delay Draw Term Loan
    3.26 %     11/14/14       964,349       820,902  
 
Term Loan B
    3.26 %     11/14/14       2,753,512       2,343,927  
 
Willbros Group, Inc., Term Loan B(e)
          04/30/14       1,159,195       1,107,031  
 
                              4,271,860  
 
 
Oil & Gas Refining & Marketing–0.80%
 
                       
CITGO Petroleum Corp., Term Loan B
    8.00 %     06/24/15       1,234,107       1,216,861  
 
Flying J Inc., Term Loan B
    12.00 %     07/23/15       1,395,349       1,419,767  
 
Gary-Williams Energy Corp., Term Loan B
    11.75 %     11/13/14       962,543       904,791  
 
Western Refining, Inc., Term Loan B
    10.75 %     05/30/14       1,981,511       1,897,911  
 
                              5,439,330  
 
 
Oil & Gas Storage & Transportation–0.46%
 
                       
Sem Group L.P., U.S. Term Loan B2
    11.00 %     11/30/16       2,183,596       2,204,526  
 
Targa Resources, Inc., Term Loan B
    5.75 %     07/05/16       960,371       961,744  
 
                              3,166,270  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
21        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Other Diversified Financial Services–0.02%
 
                       
Conseco, Inc., Term Loan
    7.50 %     10/10/13     $ 125,449     $ 123,306  
 
 
Packaged Foods & Meats–0.44%
 
                       
Dole Foods Co., Inc.
                               
Term Loan B1
    5.00 – 5.50 %     03/02/17       694,905       697,897  
 
Term Loan C1
    5.00 – 5.50 %     03/02/17       1,655,532       1,662,659  
 
Michael Foods Group, Term Loan B
    6.25 %     06/29/16       645,811       650,655  
 
                              3,011,211  
 
 
Paper Packaging–1.18%
 
                       
Smurfit-Stone Container Corp., Term Loan
    6.75 %     02/22/16       7,983,519       8,022,718  
 
 
Paper Products–0.74%
 
                       
Xerium S.A.
                               
DIP Term Loan
    6.50 %     11/25/14       5,000,000       5,015,650  
 
Second Lien Term Loan
    8.25 %     05/22/15       58,374       55,831  
 
                              5,071,481  
 
 
Personal Products–0.55%
 
                       
Hanesbrands Inc., First Lien Term Loan B
    5.25 %     12/10/15       2,163,894       2,183,932  
 
Topps Company Inc. (The), Term Loan B
    3.05 %     10/12/14       1,714,644       1,573,186  
 
                              3,757,118  
 
 
Pharmaceuticals–1.07%
 
                       
Nycomed US Inc.
                               
Term Loan A1
    3.39 %     12/29/13       632,833       595,496  
 
Term Loan A2
    3.39 %     12/29/13       1,670,364       1,571,813  
 
Term Loan A3
    3.39 %     12/29/13       31,814       29,937  
 
Term Loan A4
    3.39 %     12/29/13       20,266       19,070  
 
Term Loan A5
    3.39 %     12/29/13       98,498       92,686  
 
Term Loan B2
    4.14 %     12/29/14       2,595,894       2,392,557  
 
Term Loan C2
    4.89 %     12/29/15       2,595,105       2,404,806  
 
Quintiles Transnational Corp.
                               
Second Lien Term Loan
    4.27 %     03/31/14       74,764       73,269  
 
Term Loan B
    2.27 – 2.54 %     03/31/13       102,183       98,191  
 
                              7,277,825  
 
 
Publishing–3.06%
 
                       
American Media, Inc., Term Loan B
    10.00 %     01/30/13       3,921,368       3,842,941  
 
Caribe Information Investment Inc., Term Loan
    2.67 – 2.79 %     03/31/13       70,518       54,211  
 
Cengage Learning
                               
Term Loan(e)
          07/03/14       1,447,847       1,287,325  
 
Term Loan
    3.03 %     07/03/14       2,272,156       2,020,261  
 
Endurance Business Media, Inc.
                               
Second Lien Term Loan(f)
    9.25 %     01/26/14       59,090       3,250  
 
Term Loan(f)
    4.75 %     07/26/13       114,191       23,409  
 
F & W Publications, Inc.
                               
Second Lien Term Loan
    15.00 %     12/09/14       21,323       10,235  
 
Term Loan
    7.75 %     06/09/14       52,775       42,220  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
22        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Publishing–(continued)
 
                       
                                 
Gatehouse Media, Inc.
                               
Delay Draw Term Loan
    2.27 %     08/28/14     $ 2,467,841     $ 976,167  
 
Term Loan
    2.52 %     08/28/14       1,057,441       418,276  
 
Term Loan B
    2.27 %     08/28/14       4,138,287       1,639,217  
 
Getty Images, Inc., Acquisition Term Loan
    6.25 %     07/02/15       8,031,338       8,082,940  
 
Hanley Wood LLC, Term Loan
    2.56 – 2.63 %     03/08/14       321,750       147,467  
 
Local Insight Regatta Holdings, Inc., Term Loan
    7.75 %     04/23/15       3,044,658       2,277,145  
 
                              20,825,064  
 
 
Real Estate Management & Development–0.08%
 
                       
CB Richard Ellis Group, Inc., Term Loan B1-A
    6.00 %     12/20/15       539,781       541,131  
 
 
Semiconductors–0.65%
 
                       
Freescale Semiconductor, Inc., Term Loan
    4.56 %     12/01/16       4,920,185       4,421,500  
 
 
Specialized Consumer Services–3.41%
 
                       
Booz Allen Hamilton, Inc.
                               
Term Loan B
    7.50 %     07/31/15       1,453,647       1,458,422  
 
Term Loan C
    6.00 %     07/31/15       2,096,208       2,099,918  
 
Jacobson Corp., Term Loan B
    2.77 %     06/19/14       4,232,216       3,873,134  
 
LPL Investment Holdings Inc.
                               
Term Loan
    2.01 – 2.28 %     06/28/13       305,990       297,575  
 
Term Loan
    5.25 %     06/28/17       4,556,539       4,556,539  
 
ServiceMaster Company (The)
                               
Delay Draw Term Loan(e)
          07/24/14       115,568       106,793  
 
Delay Draw Term Loan
    2.77 %     07/24/14       549,567       507,836  
 
Syn LOC
    0.41 %     07/24/14       5,000,000       4,495,325  
 
Term Loan B(e)
          07/24/14       1,160,499       1,072,307  
 
Term Loan B
    2.77 – 3.04 %     07/24/14       5,167,352       4,774,658  
 
                              23,242,507  
 
 
Specialized Finance–1.00%
 
                       
Citco Group Ltd. (The), Term Loan B
    4.75 %     06/30/14       96,235       91,424  
 
Clarke American Corp., Term Loan B
    2.76 – 3.03 %     06/30/14       3,355,569       2,903,976  
 
E.A.Viner International Co., First Lien Term Loan B
    5.04 %     07/31/13       23,979       23,019  
 
MSCI Inc., Term Loan B
    4.75 %     06/01/16       520,778       523,301  
 
Nuveen Investments, LLC, Term Loan
    3.48 – 3.53 %     11/13/14       3,654,186       3,241,190  
 
                              6,782,910  
 
 
Specialty Chemicals–2.28%
 
                       
Cognis Deutschland, Term Loan C
    2.54 %     09/15/13       799,515       789,122  
 
Hexion Specialty Chemicals, Inc.
                               
Credit Linked Deposit
    0.25 %     05/05/13       88,902       84,643  
 
Revolver Loan(d)
    0 %     05/31/11       152,400       140,334  
 
Revolver Loan
    2.81 %     05/31/11       228,600       210,502  
 
Term Loan C5
    4.31 %     05/05/15       3,104,888       2,934,119  
 
Term Loan C7
    4.31 %     05/05/15       4,202,848       3,950,677  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
23        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Specialty Chemicals–(continued)
 
                       
                                 
Huntsman ICI Chemicals LLC
                               
Term Loan B(e)
    %     04/21/14     $ 1,023,620     $ 970,945  
 
Term Loan B
    1.90 – 1.98 %     04/21/14       2,890,134       2,741,408  
 
Term Loan C(e)
          06/30/16       1,413,671       1,351,066  
 
Term Loan C
    2.51 – 2.65 %     06/30/16       2,314,856       2,212,342  
 
MacDermid Inc., Term Loan B
    2.26 %     04/12/14       173,580       161,690  
 
                              15,546,848  
 
 
Specialty Stores–1.13%
 
                       
FTD, Inc., Term Loan B(e)
          08/26/14       521,332       522,636  
 
Mattress Firm, Term Loan B
    2.52 – 2.69 %     01/18/14       302,468       265,415  
 
Michaels Stores, Inc.
                               
Term Loan B1
    2.63 – 2.81 %     10/31/13       2,625,903       2,490,852  
 
Term Loan B2
    4.88 – 5.06 %     07/31/16       3,963,624       3,842,655  
 
PETCO Animal Supplies, Inc.
                               
Term Loan
    2.51 %     10/26/13       330,078       318,054  
 
Term Loan B
    2.78 %     10/26/13       263,711       254,104  
 
                              7,693,716  
 
 
Systems Software–1.81%
 
                       
Allen Systems Group Inc., First Lien Term Loan
    8.50 %     10/19/13       948,164       946,979  
 
Dealer Comp-rey
                               
Term Loan B(e)
          04/21/17       199,683       197,742  
 
Term Loan B
    5.25 %     04/21/17       5,596,632       5,542,233  
 
Interactive Data Corp., Term Loan
    6.75 %     01/29/17       2,053,689       2,071,874  
 
Verint Systems, Inc., Term Loan
    5.25 %     05/25/14       3,590,268       3,462,382  
 
Vertafore, Inc., Term Loan B
    6.75 %     07/29/16       147,527       147,048  
 
                              12,368,258  
 
 
Technology Distributors–0.07%
 
                       
Windstream Corp., Term Loan B2
    3.02 – 3.28 %     12/17/15       504,586       502,693  
 
 
Textiles–0.07%
 
                       
Gold ToeMoretz, LLC, First Lien Term Loan
    8.50 %     10/30/13       468,467       449,494  
 
 
Trading Companies & Distributors–0.00%
 
                       
Brenntag AG
                               
Term Loan B2
    4.02 – 4.06 %     01/20/14       16,346       16,367  
 
U.S. Acquired Term Loan
    4.01 – 4.48 %     01/20/14       931       935  
 
                              17,302  
 
 
Trucking–0.72%
 
                       
Swift Transportation Corp.
                               
Syn LOC
    8.25 %     05/10/14       2,500,000       2,395,825  
 
Term Loan
    8.25 %     05/10/14       2,560,907       2,492,620  
 
                              4,888,445  
 
 
Wireless Telecommunication Services–4.08%
 
                       
Asurion Corp.
                               
First Lien Term Loan
    3.26 – 3.40 %     07/03/14       4,764,702       4,571,419  
 
Second Lien Term Loan
    6.79 %     07/03/15       3,072,549       2,991,894  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
24        Invesco Floating Rate Fund


Table of Contents

                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount   Value
 
 
Wireless Telecommunication Services–(continued)
 
                       
                                 
FairPoint Communications, Inc., Term Loan B(f)
    5.00 %     03/31/15     $ 3,922,715     $ 2,553,687  
 
Global Tel*Link, Term Loan
    6.00 – 6.25 %     03/02/16       1,791,240       1,792,082  
 
MetroPCS Communications, Inc.
                               
Term Loan B(e)
          11/03/13       207,962       203,543  
 
Term Loan B
    2.63 %     11/03/13       398,689       390,217  
 
Term Loan B2(e)
          11/03/16       639,439       631,440  
 
Term Loan B2
    3.81 %     11/03/16       4,343,543       4,289,205  
 
RCN Corp., Term Loan B(e)
          05/24/16       6,024,563       5,996,307  
 
Securus Technologies, Inc., Term Loan B
    8.00 %     10/31/14       3,990,000       4,009,950  
 
U.S. TelePacific, Term Loan B
    9.25 %     08/17/15       404,625       406,143  
 
                              27,835,887  
 
Total Senior Secured Floating Rate Interest Loans (Cost $651,968,076)
                            644,962,753  
 
 
                                 
            Shares    
 
 
Domestic Common Stocks & Other Equity Interests–2.22%
 
                       
 
Aerospace & Defense–0.04%
 
                       
ACTS Aero Technical Support & Services, Inc.(g)
                    15,079       263,889  
 
 
Auto Parts & Equipment–0.02%
 
                       
Dayco Products, LLC(g)
                    4,117       163,309  
 
 
Broadcasting–0.02%
 
                       
Citadel Broadcasting Corp.–Class B(g)
                    1       24  
 
New Vision Television(g)
                    6,734       0  
 
New Vision Television–Class A(g)
                    8,574       128,610  
 
                              128,634  
 
 
Building Products–0.30%
 
                       
Masonite Worldwide Holdings (Canada)(g)
                    53,093       2,017,534  
 
United Subcontractors, Inc.(g)
                    4,587       0  
 
                              2,017,534  
 
 
Commodity Chemicals–1.58%
 
                       
LyondellBasell Industries–Class A(g)
                    273,591       5,608,615  
 
LyondellBasell Industries–Class B(g)
                    250,755       5,137,970  
 
                              10,746,585  
 
 
Diversified Real Estate Activities–0.03%
 
                       
Lake Las Vegas Resort–Class A(g)
                    518       209,976  
 
Lake Las Vegas Resort–Class B(g)
                    4       1,674  
 
Lake Las Vegas Resort–Wts. C, expiring 07/15/15(g)
                    17       0  
 
Lake Las Vegas Resort–Wts. D, expiring 07/15/15(g)
                    24       0  
 
Lake Las Vegas Resort–Wts. E, expiring 07/15/15(g)
                    27       0  
 
Lake Las Vegas Resort–Wts. F, expiring 07/15/15(g)
                    30       0  
 
Lake Las Vegas Resort–Wts. G, expiring 07/15/15(g)
                    34       0  
 
                              211,650  
 
 
Environmental & Facilities Services–0.14%
 
                       
Safety-Kleen Holdco, Inc., (Acquired 12/24/03; Cost $2,062,077)(g)(h)(i)
                    150,812       923,723  
 
                                 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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            Shares   Value
 
 
Industrial Machinery–0.00%
 
                       
Xerium Technologies, Inc.(g)
                    1,766     $ 17,766  
 
 
Leisure Products–0.00%
 
                       
True Temper Sports Inc.(g)
                    2,971       10,400  
 
 
Marine–0.01%
 
                       
US Shipping LLC(g)
                    93,994       70,244  
 
 
Oil & Gas Storage & Transportation–0.02%
 
                       
Sem Group L.P.(g)
                    6,668       157,532  
 
 
Publishing–0.06%
 
                       
F&W Publications, Inc.(g)
                    288       0  
 
F&W Publications, Inc.–Wts., expiring 12/09/17(g)
                    496       0  
 
MediaNews Group, Inc.(g)
                    1       16  
 
Reader’s Digest Association, Inc. (The)(g)
                    22,917       441,152  
 
                              441,168  
 
Total Domestic Common Stocks & Other Equity Interests (Cost $22,412,265)
                            15,152,434  
 
 
                                 
    Interest
  Maturity
  Principal
   
    Rate   Date   Amount    
 
 
Bonds & Notes–1.77%
 
                       
 
Airlines–0.07%
 
                       
Continental Airlines, Inc., Sr. Sec. Gtd. Notes(h)
    6.75 %     09/15/15     $ 460,000       458,850  
 
 
Commodity Chemicals–0.54%
 
                       
Lyondell Chemical Co., Sr. Sec. Gtd. Notes
    11.00 %     05/01/18       3,385,932       3,690,666  
 
 
Communications Equipment–0.64%
 
                       
Qwest Corp., Sr. Unsec. Floating Rate Global Notes(j)
    3.79 %     06/15/13       4,250,000       4,366,875  
 
 
Metal & Glass Containers–0.12%
 
                       
Berry Plastics Holding Corp., Sec. Gtd. Floating Rate Global Notes(j)
    4.41 %     09/15/14       996,000       841,620  
 
 
Oil & Gas Refining & Marketing–0.37%
 
                       
Western Refining, Inc., Sr. Sec. Gtd. Floating Rate Notes(h)(j)
    10.75 %     06/15/14       2,750,000       2,516,250  
 
 
Paper Products–0.03%
 
                       
Verso Paper Holdings, LLC, Series B, Sr. Sec. Gtd. Floating Rate Global Notes(j)
    4.22 %     08/01/14       228,000       196,080  
 
Total Bonds & Notes (Cost $11,706,099)
                            12,070,341  
 
 
                                 
            Shares    
 
 
Money Market Funds–8.61%
 
                       
Liquid Assets Portfolio–Institutional Class(k)
                    29,336,483       29,336,483  
 
Premier Portfolio–Institutional Class(k)
                    29,336,483       29,336,483  
 
Total Money Market Funds (Cost $58,672,966)
                            58,672,966  
 
TOTAL INVESTMENTS–107.23% (Cost $744,759,406)
                            730,858,494  
 
OTHER ASSETS LESS LIABILITIES–(7.23)%
                            (49,278,089 )
 
NET ASSETS–100.00%
                          $ 681,580,405  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Investment Abbreviations:
 
     
DIP
  – Debtor-in-possession
Gtd.
  – Guaranteed
LOC
  – Letter of Credit
REIT
  – Real Estate Investment Trust
Sec.
  – Secured
Sr.
  – Senior
Syn LOC
  – Synthetic Letter of Credit
Unsec.
  – Unsecured
Unsub.
  – Unsubordinated
Wts.
  – Warrants
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Senior secured corporate loans and senior secured debt securities are, at present, not readily marketable, not registered under the Securities Act of 1933, as amended and may be subject to contractual and legal restrictions on sale. Senior secured corporate loans and senior secured debt securities in the Fund’s portfolio generally have variable rates which adjust to a base, such as the London Inter-Bank Offered Rate (“LIBOR”), on set dates, typically every 30 days but not greater than one year; and/or have interest rates that float at a margin above a widely recognized base lending rate such as the Prime Rate of a designated U.S. bank.
(c) Senior secured floating rate interests often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, it is anticipated that the senior secured floating rate interests will have a expected average life of three to five years.
(d) All or a portion of this holding is subject to unfunded loan commitments. See Note 7.
(e) This floating rate interest will settle after August 31, 2010, at which time the interest rate will be determined.
(f) Defaulted security. Currently, the issuer is partially or fully in default with respect to interest payments. The aggregate value of these securities at August 31, 2010 was $3,539,774, which represented 0.52% of the Fund’s Net Assets(g) Non-income producing security.
(h) Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2010 was $3,898,823, which represented 0.57% of the Fund’s Net Assets.
(i) Acquired as part of a bankruptcy restructuring.
(j) Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2010.
(k) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $686,086,440)
  $ 672,185,528  
 
Investments in affiliated money market funds, at value and cost
    58,672,966  
 
Total investments, at value (Cost $744,759,406)
    730,858,494  
 
Receivables for:
       
Investments sold
    73,005,486  
 
Investments matured
    459,419  
 
Fund shares sold
    4,511,892  
 
Dividends and interest
    2,745,515  
 
Investment for trustee deferred compensation and retirement plans
    17,979  
 
Other assets
    61,581  
 
Total assets
    811,660,366  
 
 
Liabilities:
 
Payables for:
       
Investments purchased
    126,681,478  
 
Fund shares reacquired
    1,921,306  
 
Amount due custodian
    37,497  
 
Dividends
    879,164  
 
Accrued fees to affiliates
    305,679  
 
Accrued other operating expenses
    207,985  
 
Trustee deferred compensation and retirement plans
    46,852  
 
Total liabilities
    130,079,961  
 
Net assets applicable to shares outstanding
  $ 681,580,405  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 733,700,897  
 
Undistributed net investment income
    185,047  
 
Undistributed net realized gain (loss)
    (38,404,627 )
 
Unrealized appreciation (depreciation)
    (13,900,912 )
 
    $ 681,580,405  
 
 
Net Assets:
 
Class A
  $ 359,475,622  
 
Class C
  $ 189,966,196  
 
Class R
  $ 1,079,796  
 
Class Y
  $ 93,478,638  
 
Institutional Class
  $ 37,580,153  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    48,102,110  
 
Class C
    25,532,631  
 
Class R
    144,176  
 
Class Y
    12,528,787  
 
Institutional Class
    5,027,951  
 
Class A:
       
Net asset value per share
  $ 7.47  
 
Maximum offering price per share
       
(Net asset value of $7.47 divided by 97.50%)
  $ 7.66  
 
Class C:
       
Net asset value and offering price per share
  $ 7.44  
 
Class R:
       
Net asset value and offering price per share
  $ 7.49  
 
Class Y:
       
Net asset value and offering price per share
  $ 7.46  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 7.47  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Interest
  $ 33,865,577  
 
Dividends from affiliated money market funds
    70,653  
 
Total investment income
    33,936,230  
 
 
Expenses:
 
Advisory fees
    3,400,237  
 
Administrative services fees
    160,759  
 
Custodian fees
    32,642  
 
Distribution fees:
       
Class A
    751,483  
 
Class C
    1,093,528  
 
Class R
    3,544  
 
Transfer agent fees — A, C, R and Y
    445,485  
 
Transfer agent fees — Institutional
    4,389  
 
Trustees’ and officers’ fees and benefits
    30,901  
 
Other
    562,233  
 
Total expenses
    6,485,201  
 
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)
    (86,605 )
 
Net expenses
    6,398,596  
 
Net investment income
    27,537,634  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain (loss) from:
       
Investment securities
    9,257,683  
 
Foreign currencies
    (6 )
 
      9,257,677  
 
Change in net unrealized appreciation of investment securities
    10,038,366  
 
Net realized and unrealized gain
    19,296,043  
 
Net increase in net assets resulting from operations
  $ 46,833,677  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    August 31,
  August 31,
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 27,537,634     $ 15,872,914  
 
Net realized gain (loss)
    9,257,677       (13,290,805 )
 
Change in net unrealized appreciation
    10,038,366       6,213,894  
 
Net increase in net assets resulting from operations
    46,833,677       8,796,003  
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (16,089,153 )     (9,200,242 )
 
Class C
    (7,057,402 )     (3,733,419 )
 
Class R
    (35,865 )     (20,258 )
 
Class Y
    (2,187,865 )     (334,392 )
 
Institutional Class
    (2,198,237 )     (2,509,144 )
 
Total distributions from net investment income
    (27,568,522 )     (15,797,455 )
 
 
Share transactions–net:
 
       
Class A
    129,615,443       77,804,579  
 
Class C
    80,508,401       37,224,086  
 
Class R
    634,904       128,603  
 
Class Y
    72,830,983       18,275,977  
 
Institutional Class
    (3,020,369 )     (6,056,700 )
 
Net increase in net assets resulting from share transactions
    280,569,362       127,376,545  
 
Net increase in net assets
    299,834,517       120,375,093  
 
 
Net assets:
 
       
Beginning of year
    381,745,888       261,370,795  
 
End of year (includes undistributed net investment income of $185,047 and $209,754, respectively)
  $ 681,580,405     $ 381,745,888  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Cash Flows
 
For the year ended August 31, 2010
 
 
         
 
Cash provided by operating activities:
 
Net increase in net assets resulting from operations
  $ 46,833,677  
 
 
Adjustments to reconcile net increase in net assets to net cash provided by (used in) operating activities:
 
Purchases of investments
    (730,449,133 )
 
Proceeds from disposition of investments and principal payments
    493,049,572  
 
Increase in receivables and other assets
    (1,662,032 )
 
Amortization of premiums and accretion of discounts on investment securities
    (10,942,217 )
 
Increase in accrued expenses and other payables
    207,873  
 
Unrealized appreciation on investment securities
    (10,038,366 )
 
Net realized gain from investment securities
    (9,257,683 )
 
Net cash provided by (used in) operating activities
    (222,258,309 )
 
 
Cash provided by financing activities:
 
Dividends paid to shareholders
    (6,164,843 )
 
Proceeds from shares of beneficial interest sold
    505,950,052  
 
Increase/Decrease in payable for amount due custodian
    37,497  
 
Disbursements from shares of beneficial interest reacquired
    (248,008,693 )
 
Net cash provided by financing activities
    251,814,013  
 
Net increase in cash and cash equivalents
    29,555,704  
 
Cash and cash equivalents at beginning of period
    29,117,262  
 
Cash and cash equivalents at end of period
  $ 58,672,966  
 
 
Non-cash financing activities:
 
Value of shares of beneficial interest issued in reinvestment of dividends paid to shareholders
  $ 20,939,008  
 
Supplemental disclosure of cash flow information:
       
         
         
Cash paid during the year for line of credit expenses was $79,326.
       
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Floating Rate Fund, formerly AIM Floating Rate Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  The Fund’s investment objectives are to provide a high level of current income and, secondarily, preservation of capital.
  The Fund currently consists of five different classes of shares: Class A, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.
    Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market (but not securities reported on the NASDAQ Stock Exchange) are valued based on the prices furnished by independent pricing services, in which case the securities
 
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may be considered fair valued, or by market makers. Each security reported on the NASDAQ Stock Exchange is valued at the NASDAQ Official Closing Price (“NOCP”) as of the close of the customary trading session on the valuation date or absent a NOCP, at the closing bid price.
    Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Change in Valuation Methodology of Corporate Loans — Effective January 1, 2010, a change in pricing valuation methodology was implemented for Corporate Loans from bid quotation to the mean or otherwise calculated at the mid price between the bid and asked quotation. The change was implemented to align pricing methodologies among all debt instruments. The impact of this valuation policy change was an increase of $3,164,818 to investments at value, unrealized appreciation and net assets and approximately $0.06 per share to the Fund.
C. Securities Transactions and Investment Income — Securities transaction are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from the settlement date. Facility fees received may be amortized over the life of the loan. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class.
D. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the
 
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laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
E. Distributions — Distributions from income are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
F. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
G. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
H. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
I. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
J. Other Risks — The Fund may invest all or substantially of its assets in senior secured floating rate loans, senior secured debt securities or other securities rated below investment grade. These securities are generally considered to have speculative characteristics and are subject to greater risk of loss of principal and interest than higher rated securities. The value of lower quality debt securities and floating rate loans can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market or economic developments.
    The Fund invests in Corporate Loans from U.S. or non-U.S. companies (the “Borrowers”). The investment of the Fund in a Corporate Loan may take the form of participation interests or assignments. If the Fund purchases a participation interest from a syndicate of lenders (“Lenders”) or one of the participants in the syndicate (“Participant”), one or more of which administers the loan on behalf of all the Lenders (the “Agent Bank”), the Fund would be required to rely on the Lender that sold the participation interest not only for the enforcement of the Fund’s rights against the Borrower but also for the receipt and processing of payments due to the Fund under the Corporate Loans. As such, the Fund is subject to the credit risk of the Borrower and the Participant. Lenders and Participants interposed between the Fund and a Borrower, together with Agent Banks, are referred to as “Intermediate Participants”.
K. Redemption Fees — The Fund has a 2% redemption fee that is to be retained by the Fund to offset transaction costs and other expenses associated with short-term redemptions and exchanges. The fee, subject to certain exceptions, is imposed on certain redemptions or exchanges of shares within 31 days of purchase. The redemption fee is recorded as an increase in shareholder capital and is allocated among the share classes based on the relative net assets of each class.
L. Cash and Cash Equivalents — For the purposes of the Statement of Cash Flows the Fund defines Cash and Cash Equivalents as cash (including foreign currency), money market funds and other investments held in lieu of cash and excludes investments made with cash collateral received.
M. Securities Purchased on a When-Issued and Delayed Delivery Basis — The Fund may purchase and sell interests in Corporate Loans and Corporate Debt Securities and other portfolio securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Fund on such interests or securities in connection with such transactions prior to the date the Fund actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of acquiring such securities, they may sell such securities prior to the settlement date.
N. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and
 
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(3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0 .65%
 
Next $4.5 billion
    0 .60%
 
Next $5 billion
    0 .575%
 
Over $10 billion
    0 .55%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Operating Expenses After Fee Waiver (excluding certain items discussed below) of Class A, Class C, Class R, Class Y and Institutional Class shares to 1.50%, 2.00%, 1.75%, 1.25% and 1.25% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Operating Expenses to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2011. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees of $84,536.
  At the request of the Trustees of the Trust, Invesco Ltd. agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the Invesco Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended August 31, 2010, Invesco Ltd. reimbursed expenses of the Fund in the amount of $272.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class C, Class R, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class C and Class R shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 0.75% of the average daily net assets of Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $94,481 in front-end sales commissions from the sale of Class A shares and $6,165 and $54,724 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.
 
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  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 71,454,875     $ 1,366,158     $ 1,004,367     $ 73,825,400  
 
Corporate Debt Securities
          653,961,155       3,071,939       657,033,094  
 
    $ 71,454,875     $ 655,327,313     $ 4,076,306     $ 730,858,494  
 
 
NOTE 4—Expense Offset Arrangement(s)
 
The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2010, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,797.
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  During the year ended August 31, 2010, the Fund paid legal fees of $3,889 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.
 
NOTE 6—Borrowings
 
The Fund is a party to a committed line of credit facility with a syndicate administered by JPMorgan Chase Bank. The Fund may borrow up to the lesser of (1) $10,000,000, or (2) the limits set by its prospectus for borrowings. The Fund is charged a commitment fee of 0.15% on the unused balance of the committed line and an up front fee 0.03% on the aggregate commitment. Prior to October 26, 2009, the commitment fee was 0.07%.
  The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
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NOTE 7—Unfunded Loan Commitments
 
As of August 31, 2010, the Fund had unfunded loan commitments of $9,935,553, which could be extended at the option of the borrower, pursuant to the following loan agreements with the following borrowers:
 
             
        Unfunded
Borrower       Commitments
 
Aero Technology Supply
  Revolver Loan   $ 4,539  
 
Bausch & Lomb Inc. 
  Revolver Loan     1,440,000  
 
Calpine Corp. 
  Revolver Loan     2,692,500  
 
Delta Air Lines, Inc. 
  Revolver Loan     1,821,260  
 
Delta Air Lines, Inc. 
  Revolver Loan     1,278,750  
 
Hexion Specialty Chemicals, Inc. 
  Revolver Loan     140,334  
 
Lake Las Vegas Resort
  Revolver Loan     106,164  
 
Nuance Communications, Inc. 
  Revolver Loan     109,505  
 
Pinnacle Foods Group, Inc. (Aurora Foods)
  Revolver Loan     910,000  
 
SunGuard Data Systems, Inc. 
  U.S. Revolver Loan     1,432,501  
 
        $ 9,935,553  
 
 
NOTE 8—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 27,568,522     $ 15,797,455  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 203,904  
 
Net unrealized appreciation (depreciation) — investments
    (16,082,895 )
 
Temporary book/tax differences
    (48,073 )
 
Capital loss carryforward
    (36,193,428 )
 
Shares of beneficial interest
    733,700,897  
 
Total net assets
  $ 681,580,405  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $2,939,644 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2011
  $ 10,298,295  
 
August 31, 2012
    2,745,717  
 
August 31, 2013
    5,482,284  
 
August 31, 2014
    2,498,917  
 
August 31, 2016
    1,685,685  
 
August 31, 2017
    13,482,530  
 
Total capital loss carryforward
  $ 36,193,428  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
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NOTE 9—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $822,299,256 and $544,800,793, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 13,428,554  
 
Aggregate unrealized (depreciation) of investment securities
    (29,511,449 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (16,082,895 )
 
Cost of investments for tax purposes is $746,941,389.
 
NOTE 10—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of expired capital loss carryforward on August 31, 2010, undistributed net investment income was increased by $6,181, undistributed net realized gain (loss) was increased by $18,337,222 and shares of beneficial interest decreased by $18,343,403. This reclassification had no effect on the net assets of the Fund.
 
NOTE 11—Share Information
 
 
                                 
    Summary of Share Activity
 
    Years ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    38,559,170     $ 287,610,728       22,788,600     $ 140,448,419  
 
Class C
    15,356,905       113,997,965       9,058,544       56,396,083  
 
Class R
    89,309       674,242       23,993       160,476  
 
Class Y(b)
    13,290,665       99,476,271       3,086,832       19,854,491  
 
Institutional Class
    950,425       7,085,241       779,815       4,913,124  
 
Issued as reinvestment of dividends:
                               
Class A
    1,644,780       12,202,545       1,023,849       6,419,451  
 
Class C
    669,964       4,944,909       398,007       2,493,435  
 
Class R
    4,552       33,848       3,234       20,088  
 
Class Y
    212,445       1,578,879       22,822       151,664  
 
Institutional Class
    294,492       2,178,827       403,283       2,501,384  
 
Reacquired:(c)
                               
Class A(b)
    (22,928,890 )     (170,197,830 )     (10,735,224 )     (69,063,291 )
 
Class C
    (5,231,659 )     (38,434,473 )     (3,310,738 )     (21,665,432 )
 
Class R
    (9,775 )     (73,186 )     (8,333 )     (51,961 )
 
Class Y
    (3,826,963 )     (28,224,167 )     (257,014 )     (1,730,178 )
 
Institutional Class
    (1,679,345 )     (12,284,437 )     (2,076,229 )     (13,471,208 )
 
Net increase in share activity
    37,396,075     $ 280,569,362       21,201,441     $ 127,376,545  
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 61% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
  In addition, 5% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are other mutual funds that are also advised by Invesco.
(b) Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A into Class Y shares of the Fund:
 
                 
Class   Shares   Amount
 
Class Y
    34,580     $ 252,087  
 
Class A
    (34,580 )     (252,087 )
 
(c) Net of redemption fees of $51,484 and $27,580 allocated among the classes based on relative net assets of each class for the years ended August 31, 2010 and 2009, respectively.
 
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NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                 
                                    Ratio of
  Ratio of
       
                                    expenses
  expenses
       
            Net gains
                      to average
  to average net
  Ratio of net
   
    Net asset
      (loss) on
      Dividends
              net assets
  assets without
  investment
   
    value,
  Net
  securities
  Total from
  from net
  Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  (both realized
  investment
  investment
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income   and unrealized)   operations   income   of period(a)   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
Class A
Year ended 08/31/10   $ 7.09     $ 0.40 (d)   $ 0.39 (e)   $ 0.79     $ (0.41 )   $ 7.47       11.28 %(e)   $ 359,476       1.12 %(f)(g)     1.14 %(f)(g)     5.34 %(f)     106 %
Year ended 08/31/09     7.99       0.41 (d)     (0.89 )     (0.48 )     (0.42 )     7.09       (4.97 )     218,448       1.24 (g)     1.25 (g)     6.50       52  
Year ended 08/31/08     8.67       0.53 (d)     (0.68 )     (0.15 )     (0.53 )     7.99       (1.80 )     141,803       1.36 (g)     1.37 (g)     6.36       66  
Year ended 08/31/07     9.06       0.60 (d)     (0.39 )     0.21       (0.60 )     8.67       2.28       220,449       1.29 (g)     1.30 (g)     6.65       117  
Eight months ended 08/31/06     9.04       0.37 (d)     0.02       0.39       (0.37 )     9.06       4.32       155,953       1.58 (g)(h)     1.86 (g)(h)     6.06 (g)(h)     54  
Year ended 12/31/05     9.02       0.43       0.01       0.44       (0.42 )     9.04       5.00       159,206       2.04 (g)     2.17 (g)     4.69       56  
 
Class C
Year ended 08/31/10     7.06       0.36 (d)     0.39 (e)     0.75       (0.37 )     7.44       10.75 (e)     189,966       1.62 (f)(g)     1.64 (f)(g)     4.84 (f)     106  
Year ended 08/31/09     7.97       0.38 (d)     (0.90 )     (0.52 )     (0.39 )     7.06       (5.61 )     103,975       1.74 (g)     1.75 (g)     6.00       52  
Year ended 08/31/08     8.65       0.48 (d)     (0.68 )     (0.20 )     (0.48 )     7.97       (2.31 )     68,452       1.86 (g)     1.87 (g)     5.86       66  
Year ended 08/31/07     9.04       0.56 (d)     (0.39 )     0.17       (0.56 )     8.65       1.76       81,479       1.79 (g)     1.80 (g)     6.15       117  
Eight months ended 08/31/06     9.02       0.34 (d)     0.02       0.36       (0.34 )     9.04       4.05       44,853       1.97 (g)(h)     2.36 (g)(h)     5.67 (h)     54  
Year ended 12/31/05     8.99       0.40       0.03       0.43       (0.40 )     9.02       4.85       47,624       2.29 (g)     2.67 (g)     4.44       56  
 
Class R
Year ended 08/31/10     7.10       0.39 (d)     0.39 (e)     0.78       (0.39 )     7.49       11.15 (e)     1,080       1.37 (f)(j)     1.39 (f)(j)     5.09 (f)     106  
Year ended 08/31/09     8.00       0.40 (d)     (0.89 )     (0.49 )     (0.41 )     7.10       (5.19 )     427       1.49 (j)     1.50 (j)     6.25       52  
Year ended 08/31/08     8.66       0.51 (d)     (0.66 )     (0.15 )     (0.51 )     8.00       (1.81 )     330       1.61 (j)     1.62 (j)     6.11       66  
Year ended 08/31/07     9.06       0.58 (d)     (0.40 )     0.18       (0.58 )     8.66       1.91       278       1.54 (j)     1.55 (j)     6.40       117  
Period ended 08/31/06(i)     9.11       0.21 (d)     (0.05 )     0.16       (0.21 )     9.06       1.80       78       1.53 (h)(j)     1.53 (h)(j)     6.11 (h)     54  
 
Class Y
Year ended 08/31/10     7.07       0.42 (d)     0.39 (e)     0.81       (0.42 )     7.46       11.72 (e)     93,479       0.87 (f)(j)     0.89 (f)(j)     5.59 (f)     106  
Period ended 08/31/09(i)     7.29       0.41 (d)     (0.24 )     0.17       (0.39 )     7.07       3.48       20,176       1.00 (h)(j)     1.01 (h)(j)     6.74 (h)     52  
 
Institutional Class
Year ended 08/31/10     7.09       0.42 (d)     0.39 (e)     0.81       (0.43 )     7.47       11.65 (e)     37,580       0.79 (f)(j)     0.81 (f)(j)     5.67 (f)     106  
Year ended 08/31/09     7.99       0.44 (d)     (0.89 )     (0.45 )     (0.45 )     7.09       (4.62 )     38,720       0.88 (j)     0.89 (j)     6.86       52  
Year ended 08/31/08     8.67       0.56 (d)     (0.68 )     (0.12 )     (0.56 )     7.99       (1.46 )     50,786       1.01 (j)     1.02 (j)     6.71       66  
Year ended 08/31/07     9.06       0.63 (d)     (0.39 )     0.24       (0.63 )     8.67       2.62       48,138       0.95 (j)     0.96 (j)     6.99       117  
Period ended 08/31/06(i)     9.11       0.23 (d)     (0.05 )     0.18       (0.23 )     9.06       2.00       24,335       0.98 (h)(j)     0.98 (h)(j)     6.66 (h)     54  
 
(a) Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Calculated using average shares outstanding.
(e) Includes the impact of the valuation policy on Corporate Loans effective January 1, 2010. Had the policy change not occurred, Net gains on securities (both realized and unrealized) per share would have been $0.33, $0.33, $0.33, $0.33 and $0.33 for Class A, Class C, Class R, Class Y and Institutional Class shares, respectively and total returns would have been lower..
(f) Ratios are based on average daily net assets (000’s omitted) of $300,593, $145,804, $709, $40,261 and $37,673 for Class A, Class C, Class R, Class Y and Institutional Class shares, respectively.
(g) Ratio includes line of credit expense of 0.02%, 0.02%, 0.06%, 0.02%, 0.01% (annualized) and 0.54% the years ended August 31, 2010, August 31, 2009, August 31, 2008, August 31, 2007, the eight months ended August 31, 2006 and the year ended December 31, 2005, respectively.
(h) Annualized.
(i) Commencement date of April 13, 2006 for Class R and Institutional Class shares and October 3, 2008 for Class Y shares.
(j) Ratio includes line of credit expense of 0.02%, 0.02%, 0.06%, 0.02% and 0.01% (annualized) the years ended August 31, 2010, August 31, 2009, August 31, 2008, August 31, 2007 and the eight months ended August 31, 2006, respectively.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Floating Rate Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Floating Rate Fund (formerly known as AIM Floating Rate Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, its cash flows for the year then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and intermediate participants, provide a reasonable basis for our opinion.
 
PRICEWATERHOUSECOOPERS LLP
 
October 22, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 1,023.80       $ 5.66       $ 1,019.61       $ 5.65         1.11 %
                                                             
C
      1,000.00         1,022.50         8.21         1,017.09         8.19         1.61  
                                                             
R
      1,000.00         1,023.90         6.94         1,018.35         6.92         1.36  
                                                             
Y
      1,000.00         1,025.00         4.39         1,020.87         4.38         0.86  
                                                             
Institutional
      1,000.00         1,025.40         4.03         1,021.22         4.02         0.79  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Floating Rate Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses, and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investment Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the quality and efficiency of the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the additional resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
B.  Fund Performance
The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement as well as the sub-advisory contracts for the Fund, as Invesco Senior Secured Management, Inc. currently manages assets of the Fund.
  The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper
 
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performance universe that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, and against the S&P/LSTA Leveraged Loan Index. The Board noted that the performance of Class A shares of the Fund was in the first quintile of its performance universe for the one year period, the fifth quintile for the three year period and the fourth quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the performance of Class A shares of the Fund was below the performance of the Index for the one, three and five year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the contractual advisory fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that comparative data is as of varying dates, which may affect the comparability of data during times of market volatility.
  The Board also compared the Fund’s effective fee rate (the advisory fee after advisory fee waivers and before expense limitations/waivers) to the advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund, including one Canadian mutual fund advised by an Affiliated Sub-Adviser. The Board noted that the Fund’s effective fee rate was below the effective fee rate for the Canadian fund.
  The Board also considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients based upon policies reviewed with the Board. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to other client accounts, including provision of administrative services, officers and office space, oversight of service providers, preparation of annual registration statement updates and financial information and regulatory compliance under the Investment Company Act of 1940, as amended. Invesco Advisers also reviewed generally the higher frequency of shareholder purchases and redemptions in the Invesco Funds relative to the flow of assets managed for other client accounts and noted that advance notice of redemptions affecting management assets is often provided to Invesco Advisers by institutional clients. Although the Board noted that the fees charged to other client accounts were often lower than the advisory fee charged by Invesco Advisers to the Fund and other Invesco Funds, the Board did note that sub-advisory fees charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts were more comparable. In light of this information, the Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from services provided to other client accounts and accordingly, the Board did not place significant weight on these fee comparisons.
  The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes three breakpoints, and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
42        Invesco Floating Rate Fund


Table of Contents

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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    0.00%  
Corporate Dividends Received Deduction*
    0.00%  
U.S. Treasury Obligations*
    0.00%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
43        Invesco Floating Rate Fund


Table of Contents

Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(EDELIVERY GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/ completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client
(INVESCO LOGO)
Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website, invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
  FLR-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Annual Report to Shareholders                August 31, 2010
 
Invesco Multi-Sector Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
14
  Notes to Financial Statements
21
  Financial Highlights
22
  Auditor’s Report
23
  Fund Expenses
24
  Approval of Investment Advisory and Sub-Advisory Agreements
26
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders
 
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Multi-Sector Fund

 


Table of Contents

(Bruce Crockett)
   Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
(Bruce L. Crockett)
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Multi-Sector Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the fiscal year ended August 31, 2010, equity markets generally produced positive results and the economy showed signs of improvement. Invesco Multi-Sector Fund underperformed the S&P 500 Index, the Fund’s broad market and style-specific index, during the reporting period. The S&P 500 Index has exposure to all 10 sectors of the market. The Fund, on the other hand, invests at least 80% of its assets approximately equally in only five of these 10 market sectors and is overweight the following sectors relative to the index: energy, financial services, health care, information technology (IT) and “leisure” (represented by the consumer discretionary sector). The Fund’s underperformance relative to its benchmark was predominately due to its security selection and overweight exposure in the energy sector. Underweight exposure in the consumer staples and industrials sectors also hurt the Fund’s relative performance.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -1.16 %
 
Class B Shares
    -1.86  
 
Class C Shares
    -1.86  
 
Class Y Shares
    -0.91  
 
Institutional Shares
    -0.61  
 
S&P 500 Index (Broad Market/Style-Specific Index)
    4.93  
 
Lipper Multi-Cap Core Funds Index (Peer Group Index)
    6.15  
 
  Lipper Inc.

 
How we invest
Your Fund invests normally one-fifth of its assets in equity securities from each of the five following market sectors: energy, financial services, health care, IT and “leisure” (represented by the consumer discretionary sector). Fund managers act independently within their respective sector.
     In selecting securities for the Fund, we use a research-oriented “bottom-up” investment approach, focusing on company fundamentals, growth and value prospects. In general, the Fund
emphasizes companies that we believe are well managed and should generate above-average long-term capital appreciation. These companies typically exhibit strong return on capital, cash flow, sustainable growth and superior business strategies that make them market leaders.
     In the resulting portfolio, each sector has approximately 20 to 25 holdings. The Fund is rebalanced annually near the fiscal year-end to return the sectors to their approximate equal weightings.
     We consider selling a security when we conclude:


n   Its fundamentals are deteriorating.
 
n   A more attractive opportunity presents itself.
 
n   The company is unable to capitalize on market opportunity.
 
n   There is a questionable change in management’s strategic direction.
 
Market conditions and your Fund
The U.S. economy provided signs of improvement during the Fund’s fiscal year, potentially indicating that the economy has transitioned from a contraction phase into an expansionary phase. Nevertheless, the pace of recovery remained modest and the transition from government stimulus-induced growth to private economic recovery was uncertain.
     The U.S. Federal Reserve’s federal funds target rate remained low ranging from zero to 0.25%.1 Real gross domestic product (GDP) registered positive growth during the reporting period with annualized quarterly increases of 5.0%, 3.7% and 1.7% for the fourth quarter of 2009, and the first and second quarters of 2010, respectively.2 Inflation, measured by the seasonally-adjusted Consumer Price Index (CPI), remained relatively benign. While labor markets improved as layoffs moderated, new hiring remained quite weak. Unemployment, after climbing steadily throughout 2009, fell slightly during the first half of 2010 to a rate of 9.6% nationwide as of August 2010.3
     Against this backdrop, financial services, energy and health care were among the weakest performing sectors of the S&P 500 Index.4 Conversely, consumer discretionary, industrials and telecommunication services were the best


 
Portfolio Composition
By Sector
         
Information Technology
    20.6 %
 
Energy
    19.3  
 
Health Care
    19.2  
 
Consumer Discretionary
    18.3  
 
Financials
    16.6  
 
Consumer Staples
    3.0  
 
Money Market Funds
       
 
Plus Other Assets Less Liabilities
    3.0  
 
 
Total Net Assets   $277.1 million
     
Total Number of Holdings*   97
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.
 
Top 10 Equity Holdings*
 
         
1.  Apple Inc.
    3.6 %
 
2.  DaVita, Inc.
    2.4  
 
3.  Walt Disney Co. (The)
    2.0  
4.  Google Inc.
    1.9  
 
5.  Thermo Fisher Scientific, Inc.
    1.7  
 
6.  Occidental Petroleum Corp.
    1.7  
 
7.  Marriott International Inc.
    1.6  
 
8.  Exxon Mobil Corp.
    1.6  
 
9.  Genzyme Corp.
    1.5  
 
10.  Apache Corp.
    1.5  
 
 
S&P 500 Index Weightings and Returns
By sector, 8/31/09–8/31/10
                 
    Weighting   Return
Sector   as of 8/31/10        
 
Consumer Discretionary
               
(“Leisure”)
    10.25 %     17.19 %
 
Consumer Staples
    11.77       10.64  
 
Energy
    10.91       0.35  
 
Financials
    15.90       -6.54  
 
Health Care
    11.66       0.38  
 
Industrials
    10.54       14.48  
 
Information Technology
    18.26       3.11  
 
Materials
    3.61       7.37  
 
Telecommunication Services
    3.25       13.35  
 
Utilities
    3.85       10.22  
 
Source: Lipper Inc.
               


4   Invesco Multi-Sector Fund


Table of Contents

performing sectors. 4 Market allocation accounted for approximately half of the Fund’s underperformance versus the S&P 500 Index. Specifically, each overweight sector, with the exception of the consumer discretionary sector, negatively affected the Fund’s relative performance. Security selection in the consumer discretionary and energy sectors, as well as a lack of holdings in the industrials sector, also detracted from Fund performance. On the other hand, overweight exposure to the consumer discretionary sector and security selection in the health care and IT sectors benefited Fund performance relative to the S&P 500 Index.
      Top contributors to the Fund’s absolute performance during the fiscal year included Apple and Walt Disney. Top detractors during the period included Bank of America and International Game Technology.
      Apple continued to introduce new innovative products during the reporting period, unveiling a new version of the iPhone and introducing the iPad. The new iPhone 4 includes a video conferencing feature called FaceTime and improved resolution for text and graphics. The iPad was designed to compete with existing net books and may help Apple expand its market share.
      Bank of America is one of the world’s largest diversified financial institutions with services including consumer banking, small business banking, credit card services and investment management. The company has expressed intentions to sell a number of non-core assets as part of its strategy to focus on its core business and strengthen its capital ratios.
     The Fund continues to offer exposure to five dynamic sectors we believe offer the best growth potential, yet with relatively low correlation to each other. Additionally, the Fund’s structure provides potentially lower volatility than a single sector given our annual rebalancing and correlation considerations.
      As always, we thank you for your continued investment in Invesco Multi- Sector Fund.
1 U.S. Federal Reserve
2 Bureau of Economic Analysis
3 Bureau of Labor Statistics
4 Lipper Inc.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(JUAN HARTSFIELD PHOTO)
Juan Hartsfield
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Multi-Sector Fund with respect to the Fund’s investments in the leisure sector. He joined Invesco in 2004. Mr. Hartsfield earned a B.S. in petroleum engineering from The University of Texas at Austin and an M.B.A. from the University of Michigan.
(ANDREW LEES PHOTO)
Andrew Lees
Portfolio manager, is lead manager of Invesco Multi-Sector Fund with respect to the Fund’s investments in the energy sector. He joined Invesco in 2005. Mr. Lees earned a B.A. in economics from the University of Western Ontario and an M.B.A. with concentrations in finance and accounting from McGill University.
(DEREK TANER PHOTO)
Derek Taner
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Multi-Sector Fund with respect to the Fund’s investments in the health care sector. He joined Invesco in 2005. Mr. Taner earned a B.S. in business administration with an emphasis in accounting and finance and an M.B.A. from the Haas School of Business at the University of California (Berkeley).
(WARREN TENNANT PHOTO)
Warren Tennant
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Multi-Sector Fund with respect to the Fund’s investments in the information technology sector. He joined Invesco in 2000. Mr. Tennant earned both a B.B.A. in finance and an M.B.A. from The University of Texas at Austin.
(MEGGAN WALSH PHOTO)
Meggan Walsh
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Multi-Sector Fund with respect to the Fund’s investments in the financials sector. Ms. Walsh began her investment career in 1987 and joined Invesco in 1991. She earned a B.S. in finance from the University of Maryland and an M.B.A. from Loyola University Maryland.


5   Invesco Multi-Sector Fund


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Index data from 8/31/02, Fund data from 9/3/02
(PERFORMANCE CHART)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and
management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each
segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


6   Invesco Multi-Sector Fund


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
 
Class A Shares
       
 
Inception (9/3/02)
    4.43 %
 
5 Years
    -3.76  
 
1 Year
    -6.61  
 
 
       
Class B Shares
       
 
Inception (9/3/02)
    4.41 %
 
5 Years
    -3.72  
 
1 Year
    -6.76  
 
 
       
Class C Shares
       
 
Inception (9/3/02)
    4.40 %
 
5 Years
    -3.38  
 
1 Year
    -2.84  
 
 
       
Class Y Shares
       
 
Inception
    5.23 %
 
5 Years
    -2.56  
 
1 Year
    -0.91  
 
 
       
Institutional Class Shares
       
 
Inception (5/3/04)
    1.84 %
 
5 Years
    -2.17  
 
1 Year
    -0.61  
Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
 
Class A Shares
       
 
Inception (9/3/02)
    4.53 %
 
5 Years
    -2.59  
 
1 Year
    4.73  
 
 
       
Class B Shares
       
 
Inception (9/3/02)
    4.52 %
 
5 Years
    -2.55  
 
1 Year
    4.94  
 
 
       
Class C Shares
       
 
Inception (9/3/02)
    4.52 %
 
5 Years
    -2.21  
 
1 Year
    8.95  
 
 
Class Y Shares
       
 
Inception
    5.34 %
 
5 Years
    -1.39  
 
1 Year
    11.08  
 
 
       
Institutional Class Shares
       
 
Inception (5/3/04)
    1.87 %
 
5 Years
    -0.99  
 
1 Year
    11.38  
be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class Y and Institutional Class shares was 1.40%, 2.15%, 2.15%, 1.15% and 0.82%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower.


 
continued from page 8

n   The Lipper Multi-Cap Core Funds Index is an unmanaged index considered representative of multi-cap core funds tracked by Lipper.
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net
    assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


7   Invesco Multi-Sector Fund


Table of Contents

 
Invesco Multi-Sector Fund’s investment objective is capital growth.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The businesses in which the Fund invests may be adversely affected by foreign, federal or state regulations governing energy production, distribution and sale.
 
n   Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
 
n   The financial services sector is subject to extensive government regulation, which may change frequently. In addition, the profitability of businesses in the financial services sector depends on the availability and cost of money and may fluctuate significantly in response to changes in government regulation, interest rates and general economic conditions. Businesses in the financial sector often operate with substantial financial leverage.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to
    less regulation resulting in less publicly available information about the companies.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
n   The Fund’s performance is vulnerable to factors affecting the health care industry, including government regulation, obsolescence caused by scientific advances and technological innovations.
 
n   The Fund invests in different, independently managed sectors. Accordingly, poor performance of an investment in one sector may have a significant effect on the Fund’s net asset value. Additionally, active rebalancing of the Fund’s investments among the sectors may result in increased transaction costs. Independent management of sectors may also result in adverse tax consequences when one or more of the Fund’s portfolio managers effect transactions in the same security at or about the same time.
 
n   The leisure sector depends on consumer discretionary spending, which generally falls during economic downturns. Securities of gambling casinos are often subject to high price volatility and are considered speculative. Securities of companies that make video and electronic games may be affected by the games’ risk of rapid obsolescence.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
n   Stocks fall into three broad market capitalization categories — large, medium, and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with
    investors. Small and mid-sized companies may tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, market and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for a fund to establish or close out a position in these securities at prevailing market prices.
 
n   Certain of the Fund’s investments are concentrated in a comparatively narrow segment of the economy, which may make the Fund more volatile.
 
n   Many products and services offered in technology-related industries are subject to rapid obsolescence, which may lower the value of the issuers in this sector.
 
n   Start-up companies or earlier stage companies, such as venture capital companies, generally have limited operating histories, no present market for their technologies or products, and no history of earnings or financial services. These companies may rely entirely or in large part on private investments to finance their operations.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
continued on page 7


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   IAMSX
Class B Shares   IBMSX
Class C Shares   ICMSX
Class Y Shares   IAMYX
Institutional Shares   IIMSX


8   Invesco Multi-Sector Fund


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks & Other Equity Interests–96.97%
 
       
 
Advertising–1.19%
 
       
Omnicom Group Inc.
    94,008     $ 3,291,220  
 
 
Apparel Retail–1.78%
 
       
American Eagle Outfitters, Inc.
    175,568       2,219,179  
 
TJX Cos., Inc. (The)
    68,049       2,700,865  
 
              4,920,044  
 
 
Apparel, Accessories & Luxury Goods–0.50%
 
       
Polo Ralph Lauren Corp.
    18,210       1,379,225  
 
 
Application Software–1.35%
 
       
Quest Software, Inc.(b)
    85,027       1,822,129  
 
TIBCO Software Inc.(b)
    131,748       1,909,028  
 
              3,731,157  
 
 
Asset Management & Custody Banks–1.94%
 
       
Federated Investors, Inc.–Class B(c)
    117,872       2,457,631  
 
State Street Corp.
    82,800       2,904,624  
 
              5,362,255  
 
 
Biotechnology–6.98%
 
       
Amgen Inc.(b)
    61,428       3,135,285  
 
BioMarin Pharmaceutical Inc.(b)
    129,444       2,626,419  
 
Celgene Corp.(b)
    58,270       3,002,070  
 
Genzyme Corp.(b)
    61,479       4,310,293  
 
Gilead Sciences, Inc.(b)
    103,675       3,303,086  
 
United Therapeutics Corp.(b)
    63,960       2,956,231  
 
              19,333,384  
 
 
Brewers–1.04%
 
       
Heineken N.V. (Netherlands)(c)
    64,302       2,873,514  
 
 
Broadcasting–1.58%
 
       
Discovery Communications, Inc.–Class A(b)
    38,855       1,466,776  
 
Scripps Networks Interactive Inc.–Class A
    72,783       2,924,421  
 
              4,391,197  
 
 
Casinos & Gaming–1.85%
 
       
International Game Technology
    178,193       2,601,618  
 
Penn National Gaming, Inc.(b)
    89,413       2,519,658  
 
              5,121,276  
 
 
Communications Equipment–1.73%
 
       
Ciena Corp.(b)
    91,646       1,142,826  
 
Cisco Systems, Inc.(b)
    146,146       2,930,227  
 
QUALCOMM, Inc.(b)
    19,049       729,767  
 
              4,802,820  
 
 
Computer Hardware–3.64%
 
       
Apple Inc.(b)
    41,421       10,080,629  
 
 
Computer Storage & Peripherals–1.36%
 
       
EMC Corp.(b)
    207,274       3,780,678  
 
 
Consumer Finance–2.38%
 
       
American Express Co.
    74,765       2,980,881  
 
Capital One Financial Corp.
    95,305       3,608,247  
 
              6,589,128  
 
 
Data Processing & Outsourced Services–1.79%
 
       
Alliance Data Systems Corp.(b)(c)
    64,739       3,637,684  
 
MasterCard, Inc.–Class A
    6,641       1,317,309  
 
              4,954,993  
 
 
Department Stores–1.38%
 
       
Kohl’s Corp.(b)
    57,814       2,716,102  
 
Nordstrom, Inc.
    38,656       1,117,931  
 
              3,834,033  
 
 
Diversified Capital Markets–1.12%
 
       
UBS AG (Switzerland)(b)
    184,950       3,112,709  
 
 
Drug Retail–0.99%
 
       
CVS Caremark Corp.
    101,979       2,753,433  
 
 
Electronic Components–0.37%
 
       
Corning Inc.
    65,853       1,032,575  
 
 
Electronic Manufacturing Services–0.71%
 
       
Flextronics International Ltd. (Singapore)(b)
    396,714       1,955,800  
 
 
General Merchandise Stores–1.32%
 
       
Target Corp.
    71,691       3,667,712  
 
 
Health Care Facilities–0.78%
 
       
Rhoen-Klinikum AG (Germany)
    98,459       2,152,595  
 
 
Health Care Services–3.60%
 
       
DaVita, Inc.(b)
    101,081       6,531,854  
 
Express Scripts, Inc.(b)
    80,750       3,439,950  
 
              9,971,804  
 
 
Home Entertainment Software–0.41%
 
       
Nintendo Co., Ltd. (Japan)
    4,100       1,137,745  
 
 
Hotels, Resorts & Cruise Lines–1.64%
 
       
Marriott International Inc.–Class A
    141,596       4,532,488  
 
 
Insurance Brokers–1.05%
 
       
Marsh & McLennan Cos., Inc.
    123,117       2,920,335  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Integrated Oil & Gas–6.29%
 
       
Chevron Corp.
    29,364     $ 2,177,634  
 
ConocoPhillips
    30,813       1,615,526  
 
Exxon Mobil Corp.
    73,640       4,356,542  
 
Occidental Petroleum Corp.
    64,358       4,703,283  
 
Royal Dutch Shell PLC–Class A (United Kingdom)
    62,988       1,670,331  
 
Total S.A.–ADR (France)
    62,379       2,909,980  
 
              17,433,296  
 
 
Internet Software & Services–2.31%
 
       
Google Inc.–Class A(b)
    11,486       5,168,930  
 
GSI Commerce, Inc.(b)
    54,221       1,234,612  
 
              6,403,542  
 
 
Investment Banking & Brokerage–1.54%
 
       
Charles Schwab Corp. (The)
    129,106       1,647,393  
 
Morgan Stanley
    106,492       2,629,287  
 
              4,276,680  
 
 
Life & Health Insurance–0.50%
 
       
StanCorp Financial Group, Inc.
    39,083       1,392,527  
 
 
Life Sciences Tools & Services–4.06%
 
       
Life Technologies Corp.(b)
    70,678       3,022,898  
 
Pharmaceutical Product Development, Inc.
    151,435       3,478,462  
 
Thermo Fisher Scientific, Inc.(b)
    112,423       4,735,257  
 
              11,236,617  
 
 
Managed Health Care–1.20%
 
       
UnitedHealth Group Inc.
    104,878       3,326,730  
 
 
Movies & Entertainment–3.08%
 
       
Time Warner Inc.
    97,379       2,919,422  
 
Walt Disney Co. (The)
    171,874       5,601,374  
 
              8,520,796  
 
 
Oil & Gas Drilling–0.68%
 
       
Ensco PLC–ADR (United Kingdom)
    45,720       1,880,464  
 
 
Oil & Gas Equipment & Services–6.26%
 
       
Cameron International Corp.(b)
    84,698       3,115,193  
 
FMC Technologies, Inc.(b)
    32,553       2,013,403  
 
Halliburton Co.
    143,629       4,051,774  
 
National Oilwell Varco Inc.
    43,944       1,651,855  
 
Oceaneering International, Inc.(b)
    46,536       2,327,265  
 
Schlumberger Ltd.
    48,182       2,569,546  
 
Weatherford International Ltd.(b)
    108,530       1,618,182  
 
              17,347,218  
 
 
Oil & Gas Exploration & Production–6.04%
 
       
Anadarko Petroleum Corp.
    37,626       1,730,420  
 
Apache Corp.
    45,548       4,092,488  
 
Cabot Oil & Gas Corp.
    72,733       2,024,887  
 
EOG Resources, Inc.
    39,605       3,440,486  
 
Southwestern Energy Co.(b)
    101,982       3,336,851  
 
Ultra Petroleum Corp.(b)
    54,457       2,124,367  
 
              16,749,499  
 
 
Other Diversified Financial Services–2.97%
 
       
Bank of America Corp.
    277,058       3,449,372  
 
Citigroup Inc.(b)
    775,216       2,883,804  
 
JPMorgan Chase & Co.
    52,279       1,900,864  
 
              8,234,040  
 
 
Pharmaceuticals–2.60%
 
       
Novartis AG–ADR (Switzerland)
    60,386       3,169,661  
 
Roche Holding AG (Switzerland)
    29,718       4,041,273  
 
              7,210,934  
 
 
Property & Casualty Insurance–0.79%
 
       
XL Group PLC (Ireland)
    121,982       2,184,698  
 
 
Regional Banks–2.87%
 
       
Fifth Third Bancorp
    232,848       2,572,971  
 
SunTrust Banks, Inc.
    117,939       2,652,448  
 
Zions Bancorp.
    148,245       2,732,155  
 
              7,957,574  
 
 
Restaurants–2.67%
 
       
Darden Restaurants, Inc.
    96,987       4,001,684  
 
McDonald’s Corp.
    46,541       3,400,285  
 
              7,401,969  
 
 
Semiconductor Equipment–0.61%
 
       
ASML Holding N.V.–New York Shares (Netherlands)
    68,027       1,682,308  
 
 
Semiconductors–2.01%
 
       
Avago Technologies Ltd. (Singapore)(b)
    110,035       2,217,205  
 
Intel Corp.
    188,536       3,340,858  
 
              5,558,063  
 
 
Soft Drinks–1.02%
 
       
PepsiCo, Inc.
    43,876       2,815,962  
 
 
Specialized Consumer Services–0.51%
 
       
H&R Block, Inc.
    109,682       1,409,414  
 
 
Specialized Finance–0.58%
 
       
Moody’s Corp.
    76,659       1,620,571  
 
 
Specialty Stores–0.80%
 
       
Staples, Inc.
    124,702       2,215,955  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Systems Software–3.69%
 
       
Ariba Inc.(b)
    157,417     $ 2,435,241  
 
Microsoft Corp.
    124,723       2,928,496  
 
Oracle Corp.
    104,215       2,280,224  
 
Red Hat, Inc.(b)
    37,840       1,307,372  
 
Rovi Corp.(b)
    29,119       1,266,968  
 
              10,218,301  
 
 
Technology Distributors–0.58%
 
       
Anixter International Inc.(b)
    35,329       1,620,895  
 
 
Thrifts & Mortgage Finance–0.83%
 
       
Hudson City Bancorp, Inc.
    199,776       2,302,418  
 
Total Common Stocks & Other Equity Interests (Cost $293,378,871)
            268,683,220  
 
 
Money Market Funds–3.01%
 
       
Liquid Assets Portfolio–Institutional Class(d)
    4,172,253       4,172,253  
 
Premier Portfolio–Institutional Class(d)
    4,172,203       4,172,203  
 
Total Money Market Funds (Cost $8,344,456)
            8,344,456  
 
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.98% (Cost $301,723,327)
            277,027,676  
 
 
Investments Purchased with Cash Collateral from Securities on Loan
 
       
 
Money Market Funds–2.54%
 
       
Liquid Assets Portfolio–Institutional Class (Cost $7,028,130)(d)(e)
    7,028,130       7,028,130  
 
TOTAL INVESTMENTS–102.52% (Cost $308,751,457)
            284,055,806  
 
OTHER ASSETS LESS LIABILITIES–(2.52)%
            (6,979,786 )
 
NET ASSETS–100.00%
          $ 277,076,020  
 
 
Investment Abbreviation:
 
     
ADR
  – American Depositary Receipt
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) All or a portion of this security was out on loan at August 31, 2010.
(d) The money market fund and the Fund are affiliated by having the same investment adviser.
(e) 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 1I.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $293,378,871)*
  $ 268,683,220  
 
Investments in affiliated money market funds, at value and cost
    15,372,586  
 
Total investments, at value (Cost $308,751,457)
    284,055,806  
 
Receivables for:
       
Investments sold
    8,321,581  
 
Fund shares sold
    48,464  
 
Dividends
    293,717  
 
Investment for trustee deferred compensation and retirement plans
    13,178  
 
Other assets
    31,291  
 
Total assets
    292,764,037  
 
 
Liabilities:
 
Payables for:
       
Investments purchased
    7,339,133  
 
Fund shares reacquired
    953,965  
 
Collateral upon return of securities loaned
    7,028,130  
 
Accrued fees to affiliates
    242,670  
 
Accrued other operating expenses
    71,761  
 
Trustee deferred compensation and retirement plans
    52,358  
 
Total liabilities
    15,688,017  
 
Net assets applicable to shares outstanding
  $ 277,076,020  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 463,529,425  
 
Undistributed net investment income (loss)
    (89,332 )
 
Undistributed net realized gain (loss)
    (161,670,494 )
 
Unrealized appreciation (depreciation)
    (24,693,579 )
 
    $ 277,076,020  
 
 
Net Assets:
 
Class A
  $ 149,389,297  
 
Class B
  $ 25,273,931  
 
Class C
  $ 34,376,654  
 
Class Y
  $ 829,567  
 
Institutional Class
  $ 67,206,571  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    8,118,785  
 
Class B
    1,448,448  
 
Class C
    1,971,389  
 
Class Y
    44,991  
 
Institutional Class
    3,580,793  
 
Class A:
       
Net asset value per share
  $ 18.40  
 
Maximum offering price per share
(Net asset value of $18.40 divided by 94.50%)
  $ 19.47  
 
Class B:
       
Net asset value and offering price per share
  $ 17.45  
 
Class C:
       
Net asset value and offering price per share
  $ 17.44  
 
Class Y:
       
Net asset value and offering price per share
  $ 18.44  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 18.77  
 
 
At August 31, 2010, securities with an aggregate value of $6,787,174 were on loan to brokers.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends (net of foreign withholding taxes of $116,473)
  $ 3,567,174  
 
Dividends from affiliated money market funds (includes securities lending income of $40,095)
    47,867  
 
Total investment income
    3,615,041  
 
 
Expenses:
 
Advisory fees
    2,403,576  
 
Administrative services fees
    120,365  
 
Custodian fees
    31,321  
 
Distribution fees:
       
Class A
    487,280  
 
Class B
    329,355  
 
Class C
    425,250  
 
Transfer agent fees — A, B, C and Y
    767,390  
 
Transfer agent fees — Institutional
    2,599  
 
Trustees’ and officers’ fees and benefits
    29,544  
 
Other
    171,289  
 
Total expenses
    4,767,969  
 
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)
    (16,776 )
 
Net expenses
    4,751,193  
 
Net investment income (loss)
    (1,136,152 )
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain (loss) from:
       
Investment securities (includes net gains from securities sold to affiliates of $105,671)
    (1,476,821 )
 
Foreign currencies
    (28,761 )
 
      (1,505,582 )
 
Change in net unrealized appreciation of:
       
Investment securities
    6,162,059  
 
Foreign currencies
    1,258  
 
      6,163,317  
 
Net realized and unrealized gain
    4,657,735  
 
Net increase in net assets resulting from operations
  $ 3,521,583  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    2010   2009
 
 
Operations:
 
       
Net investment income (loss)
  $ (1,136,152 )   $ 1,637,312  
 
Net realized gain (loss)
    (1,505,582 )     (156,971,276 )
 
Change in net unrealized appreciation (depreciation)
    6,163,317       (33,997,495 )
 
Net increase (decrease) in net assets resulting from operations
    3,521,583       (189,331,459 )
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (717,578 )     (721,996 )
 
Class Y
    (6,863 )     (1,333 )
 
Institutional Class
    (738,087 )     (682,511 )
 
Total distributions from net investment income
    (1,462,528 )     (1,405,840 )
 
 
Distributions to shareholders from net realized gains:
 
       
Class A
          (10,704,183 )
 
Class B
          (1,933,014 )
 
Class C
          (2,101,270 )
 
Class Y
          (17,388 )
 
Institutional Class
          (4,031,180 )
 
Total distributions from net realized gains
          (18,787,035 )
 
 
Share transactions–net:
 
       
Class A
    (71,403,839 )     (76,767,968 )
 
Class B
    (12,151,899 )     (11,082,703 )
 
Class C
    (9,504,240 )     (13,265,760 )
 
Class Y
    (246,895 )     1,005,711  
 
Institutional Class
    (14,882,232 )     (31,483,048 )
 
Net increase (decrease) in net assets resulting from share transactions
    (108,189,105 )     (131,593,768 )
 
Net increase (decrease) in net assets
    (106,130,050 )     (341,118,102 )
 
 
Net assets:
 
       
Beginning of year
    383,206,070       724,324,172  
 
End of year (includes undistributed net investment income (loss) of $(89,332) and $1,406,338, respectively)
  $ 277,076,020     $ 383,206,070  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Multi-Sector Fund, formerly AIM Multi-Sector Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  The Fund’s investment objective is capital growth.
  The Fund currently consists of five different classes of shares: Class A, Class B, Class C, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
 
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A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be
 
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evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy 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. Lending securities entails a risk of loss to the 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 fails to return the securities. 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. The Fund could experience delays and costs in gaining access to the collateral. The 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. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
K. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks
 
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associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $250 million
    0 .695%
 
Next $250 million
    0 .67%
 
Next $500 million
    0 .645%
 
Next $1.5 billion
    0 .62%
 
Next $2.5 billion
    0 .595%
 
Next $2.5 billion
    0 .57%
 
Next $2.5 billion
    0 .545%
 
Over $10 billion
    0 .52%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class Y and Institutional Class shares to 2.00%, 2.75%, 2.75%, 1.75% and 1.75% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual operating expenses after waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2011. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees of $7,941.
  At the request of the Trustees of the Trust, Invesco Ltd. agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the Invesco Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended August 31, 2010, Invesco Ltd. reimbursed expenses of the Fund in the amount of $643.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B and Class C shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and Class C shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance
 
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to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $20,932 in front-end sales commissions from the sale of Class A shares and $0, $65,621 and $2,771 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 276,221,621     $ 7,834,185     $     $ 284,055,806  
 
 
NOTE 4—Security Transactions with Affiliated Funds
 
The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended August 31, 2010, the Fund engaged in securities sales of $1,038,886, which resulted in net realized gains of $105,671.
 
NOTE 5—Expense Offset Arrangement(s)
 
The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2010, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $8,192.
 
NOTE 6—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 7—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
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NOTE 8—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 1,462,528     $ 1,409,975  
 
Long-term capital gain
          18,782,900  
 
Total distributions
  $ 1,462,528     $ 20,192,875  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Net unrealized appreciation (depreciation) — investments
  $ (25,258,377 )
 
Net unrealized appreciation — other investments
    2,072  
 
Temporary book/tax differences
    (53,164 )
 
Post-October deferrals
    (4,535,586 )
 
Capital loss carryforward
    (156,608,350 )
 
Shares of beneficial interest
    463,529,425  
 
Total net assets
  $ 277,076,020  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 55,800,354  
 
August 31, 2018
    100,807,996  
 
Total capital loss carryforward
  $ 156,608,350  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 9—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $107,462,449 and $219,481,118, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 35,029,512  
 
Aggregate unrealized (depreciation) of investment securities
    (60,287,889 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (25,258,377 )
 
Cost of investments for tax purposes is $309,314,183.        
 
NOTE 10—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of net operating losses, on August 31, 2010, undistributed net investment income (loss) was increased by $1,103,010, undistributed net realized gain (loss) was increased by $28,763 and shares of beneficial interest decreased by $1,131,773. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 11—Share Information
 
                                 
    Summary of Share Activity
 
    Years ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    634,444     $ 12,661,909       2,430,932     $ 42,223,567  
 
Class B
    92,129       1,751,944       338,897       5,569,903  
 
Class C
    189,000       3,601,521       422,586       6,640,016  
 
Class Y(b)
    8,115       161,510       71,812       1,243,553  
 
Institutional Class
    368,416       7,306,153       263,613       4,423,162  
 
Issued as reinvestment of dividends:
                               
Class A
    34,676       679,647       716,046       10,626,125  
 
Class B
                122,794       1,744,905  
 
Class C
                138,864       1,971,869  
 
Class Y
    300       5,889       1,261       18,721  
 
Institutional Class
    37,053       738,087       312,372       4,713,691  
 
Automatic conversion of Class B shares to Class A shares:
                               
Class A
    174,700       3,488,388       258,699       4,216,415  
 
Class B
    (183,711 )     (3,488,388 )     (270,776 )     (4,216,415 )
 
Reacquired:
                               
Class A(b)
    (4,438,894 )     (88,233,783 )     (8,230,046 )     (133,834,075 )
 
Class B
    (552,338 )     (10,415,455 )     (922,382 )     (14,181,096 )
 
Class C
    (694,887 )     (13,105,761 )     (1,400,392 )     (21,877,645 )
 
Class Y
    (20,694 )     (414,294 )     (15,803 )     (256,563 )
 
Institutional Class
    (1,131,728 )     (22,926,472 )     (2,332,008 )     (40,619,901 )
 
Net increase (decrease) in share activity
    (5,483,419 )   $ (108,189,105 )     (8,093,531 )   $ (131,593,768 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 32% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
  In addition, 22% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are other mutual funds that are also advised by Invesco Aim.
(b) Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A into Class Y shares of the Fund:
 
                 
Class   Shares   Amount
 
Class Y
    23,026     $ 475,716  
 
Class A
    (23,026 )     (475,716 )
 
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 12—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
  Net
  (losses) on
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  investment
  securities (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income (loss)
   
    beginning
  income
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   (loss)(a)   unrealized)   operations   income   gains   Distributions   of period   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
Class A
Year ended 08/31/10   $ 18.68     $ (0.05 )   $ (0.16 )   $ (0.21 )   $ (0.07 )   $     $ (0.07 )   $ 18.40       (1.16 )%   $ 149,389       1.32 %(d)     1.32 %(d)     (0.28 )%(d)     32 %
Year ended 08/31/09     25.33       0.07       (5.93 )     (5.86 )     (0.05 )     (0.74 )     (0.79 )     18.68       (22.34 )     218,772       1.39       1.40       0.43       31  
Year ended 08/31/08     28.93       0.07       (2.34 )     (2.27 )           (1.33 )     (1.33 )     25.33       (8.22 )     418,874       1.21       1.22       0.24       58  
Year ended 08/31/07     25.53       (0.04 )     3.88       3.84       (0.12 )     (0.32 )     (0.44 )     28.93       15.13       508,895       1.23       1.29       (0.15 )     44  
Year ended 08/31/06     24.16       0.17       1.69       1.86             (0.49 )     (0.49 )     25.53       7.74       311,492       1.30       1.37       0.67       66  
 
Class B
Year ended 08/31/10     17.78       (0.19 )     (0.14 )     (0.33 )                       17.45       (1.86 )     25,274       2.07 (d)     2.07 (d)     (1.03 )(d)     32  
Year ended 08/31/09     24.27       (0.05 )     (5.70 )     (5.75 )           (0.74 )     (0.74 )     17.78       (22.93 )     37,206       2.14       2.15       (0.32 )     31  
Year ended 08/31/08     27.97       (0.13 )     (2.24 )     (2.37 )           (1.33 )     (1.33 )     24.27       (8.89 )     68,526       1.96       1.97       (0.51 )     58  
Year ended 08/31/07     24.79       (0.24 )     3.76       3.52       (0.02 )     (0.32 )     (0.34 )     27.97       14.26       87,469       1.98       2.04       (0.90 )     44  
Year ended 08/31/06     23.64       (0.02 )     1.66       1.64             (0.49 )     (0.49 )     24.79       6.97       73,997       2.05       2.12       (0.08 )     66  
 
Class C
Year ended 08/31/10     17.77       (0.19 )     (0.14 )     (0.33 )                       17.44       (1.86 )     34,377       2.07 (d)     2.07 (d)     (1.03 )(d)     32  
Year ended 08/31/09     24.26       (0.05 )     (5.70 )     (5.75 )           (0.74 )     (0.74 )     17.77       (22.94 )     44,023       2.14       2.15       (0.32 )     31  
Year ended 08/31/08     27.96       (0.13 )     (2.24 )     (2.37 )           (1.33 )     (1.33 )     24.26       (8.89 )     80,439       1.96       1.97       (0.51 )     58  
Year ended 08/31/07     24.78       (0.24 )     3.76       3.52       (0.02 )     (0.32 )     (0.34 )     27.96       14.27       94,760       1.98       2.04       (0.90 )     44  
Year ended 08/31/06     23.63       (0.02 )     1.66       1.64             (0.49 )     (0.49 )     24.78       6.97       69,604       2.05       2.12       (0.08 )     66  
 
Class Y
Year ended 08/31/10     18.72       (0.01 )     (0.15 )     (0.16 )     (0.12 )           (0.12 )     18.44       (0.91 )     830       1.07 (d)     1.07 (d)     (0.03 )(d)     32  
Year ended 08/31/09(e)     20.66       0.10       (1.24 )     (1.14 )     (0.06 )     (0.74 )     (0.80 )     18.72       (4.54 )     1,072       1.17 (f)     1.18 (f)     0.65 (f)     31  
 
Institutional Class
Year ended 08/31/10     19.07       0.05       (0.15 )     (0.10 )     (0.20 )           (0.20 )     18.77       (0.61 )     67,207       0.79 (d)     0.79 (d)     0.25 (d)     32  
Year ended 08/31/09     25.81       0.17       (6.05 )     (5.88 )     (0.12 )     (0.74 )     (0.86 )     19.07       (21.89 )     82,134       0.81       0.82       1.01       31  
Year ended 08/31/08     29.35       0.19       (2.37 )     (2.18 )     (0.03 )     (1.33 )     (1.36 )     25.81       (7.81 )     156,486       0.75       0.76       0.70       58  
Year ended 08/31/07     25.83       0.09       3.93       4.02       (0.18 )     (0.32 )     (0.50 )     29.35       15.67       163,891       0.77       0.83       0.31       44  
Year ended 08/31/06     24.33       0.29       1.70       1.99             (0.49 )     (0.49 )     25.83       8.23       87,147       0.83       0.90       1.14       66  
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Ratios are based on average daily net assets (000’s omitted) of $194,912, $32,935, $42,525, $1,050 and $77,992 for Class A, Class B, Class C, Class Y and Institutional Class shares, respectively.
(e) Commencement date of October 3, 2008.
(f) Annualized.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Multi-Sector Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Multi-Sector Fund (formerly know as AIM Multi-Sector Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 924.60       $ 6.45       $ 1,018.50       $ 6.77         1.33 %
                                                             
B
      1,000.00         921.30         10.07         1,014.72         10.56         2.08  
                                                             
C
      1,000.00         921.30         10.07         1,014.72         10.56         2.08  
                                                             
Y
      1,000.00         926.20         5.24         1,019.76         5.50         1.08  
                                                             
Institutional
      1,000.00         927.40         3.79         1,021.27         3.97         0.78  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Multi-Sector Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
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B.  Fund Performance
The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
  The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Advisers or an Affiliated Sub-Adviser and against the Lipper Multi-Cap Core Funds Index. The Board noted that the performance of Class A shares of the Fund was in the third quintile of its performance universe for the one and five year periods and the fourth quintile for the three year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the performance of Class A shares of the Fund was below the performance of the Index for the one, three and five year periods. Invesco Advisers advised the Board that the Fund’s prospectus limits the Fund to investment in five sectors, two of which have been the worst performing sectors since the onset of the bear market in 2007. Invesco Advisers noted that some of the underlying lead sector managers were changed in 2009 and that it continues to monitor the Fund Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the contractual advisory fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that comparative data is as of varying dates, which may affect the comparability of data during times of market volatility.
  The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund, including two mutual funds advised by Invesco Advisers. The Board noted that the Fund’s effective fee rate was below the effective fee rate for one of the mutual funds and that the other fund was a fund of funds for which Invesco Advisers does not charge a separate advisory fee.
  Other than the mutual funds described above, the Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not advise other client accounts with investment strategies comparable to those of the Fund.
  The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes seven breakpoints and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    99.43%  
Corporate Dividends Received Deduction*
    99.43%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(EDELIVER GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website,


(INVESCO LOGO)
invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
 
  I-MSE-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Select Real Estate Income Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
14
  Notes to Financial Statements
21
  Financial Highlights
23
  Auditor’s Report
24
  Fund Expenses
25
  Approval of Investment Advisory and Sub-Advisory Agreements
27
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
      Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
      First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
      Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
      And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
      Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
      If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
      I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
     
 
   
2
  Invesco Select Real Estate Income Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
      To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
      We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
      It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
      As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
     
 
   
3
  Invesco Select Real Estate Income Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
In general, equity markets produced positive results, and the economy showed signs of improvement during the fiscal year ended August 31, 2010. The U.S. real estate investment trust (REIT) market benefited from improvements in credit markets and increased access to capital through debt refinancing and secondary equity offerings. As a result, the Fund outperformed the broad market, as measured by the S&P 500 Index, by a wide margin. However, the Fund underperformed the Custom Select Real Estate Income Index, its style-specific benchmark, due primarily to the Fund’s allocation among fixed income and fixed income-like securities Your Fund’s long-term performance appears later in this report.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    21.85 %
 
Class B Shares
    21.02  
 
Class C Shares
    21.02  
 
Class Y Shares
    22.21  
 
Institutional Class Shares
    22.46  
 
S&P 500 Index (Broad Market Index)
    4.93  
 
Custom Select Real Estate Income Index (Style-Specific Index)
    33.48  
 
Lipper Real Estate Funds Index (Peer Group Index)
    27.83  
  Lipper Inc.; Invesco Aim, Lipper Inc., Bloomberg LP

 
How we invest
Your Fund holds primarily real estate-oriented securities. We focus on public companies whose value is driven by tangible assets. Our goal is to create a fund that will provide attractive current income. We use a fundamentals-driven investment process, including property market cycle analysis, property evaluation and management and structure review to identify securities with:
n   Attractive relative dividend yields.
 
n   Favorable property market outlook.
 
n   Reasonable valuations relative to peer investment alternatives.
      We attempt to manage risk by allocating between property related common stocks and fixed income securities as well as
diversifying by property types and geographic location and also limiting the size of any one holding.
      We will consider selling a holding when:
n   Relative yields and/or valuation falls below desired levels.
 
n   Risk/return relationships change significantly.
 
n   Company fundamentals change (property type, geography or management changes).
 
n   A more attractive investment opportunity is identified.
 
Market conditions and your Fund
The U.S. economy provided signs of improvement during the Fund’s fiscal year, potentially indicating that the


economy had transitioned from a contraction phase into an expansionary phase. Nevertheless, the pace of recovery remained modest and the transition from government stimulus-induced growth to private economic recovery was uncertain.
      The U.S. Federal Reserve’s (the Fed) federal funds target rate remained low — ranging from zero to 0.25%.1 Real gross domestic product (GDP) registered positive growth during the reporting period with quarterly annualized increases of 5.0%, 3.7% and 1.7% for the fourth quarter of 2009, first and second quarter 2010, respectively.2 Inflation, as measured by the seasonally adjusted Consumer Price Index (CPI), remained relatively benign. While labor markets improved as layoffs moderated, new hiring remained quite weak.3 Unemployment, after climbing steadily throughout 2009, fell slightly during the first half of 2010 to a rate of 9.6% nationwide as of August 2010.3
      Given this environment, the U.S. REIT market, as measured by the FTSE NAREIT Equity REITs Index, produced a gain for the period and outperformed the broad market, as measured by the S&P 500 Index, by a wide margin. The Fund underperformed its style-specific benchmark, the Custom Select Real Estate Income Index, as a result of underweight exposure in REIT preferred stock and an overweight exposure in commercial mortgage backed securities (CMBS).
      On an absolute basis, each property REIT sector contributed positively to the Fund’s fiscal year performance. The Fund’s holdings in health care REITs, regional mall REITs and apartment REITs, in particular, enhanced performance during the period.


 
Portfolio Composition
By property type
         
Health Care
    16.1 %
 
Office
    12.0  
 
Regional Malls
    10.0  
 
Diversified
    9.5  
 
Industrial/Office: Mixed
    8.9  
 
Apartments
    8.0  
 
Asset-Backed Securities
    7.3  
 
Freestanding
    5.5  
 
Specialty Properties
    4.4  
 
Lodging-Resorts
    4.1  
 
Industrial
    3.4  
 
Self Storage Facilities
    3.2  
 
Shopping Centers
    3.2  
 
Bonds & Notes
    2.4  
 
Money Market Funds Plus
       
 
Other Assets Less Liabilities
    2.0  
 
Top 10 Equity Holdings*
                 
  1.    
Simon Property Group, Inc.
    7.5 %
 
  2.    
Senior Housing Properties Trust
    4.5  
 
  3.    
Essex Property Trust, Inc.
    4.3  
 
  4.    
Liberty Property Trust
    4.2  
 
  5.    
Health Care REIT, Inc.
    3.8  
 
  6.    
National Retail Properties, Inc.
    3.2  
 
  7.    
Mack-Cali Realty Corp.
    2.9  
 
  8.    
Washington REIT
    2.6  
 
  9.    
Hospitality Properties Trust
    2.2  
 
  10.    
Ventas, Inc.
    2.1  
 
         
Total Net Assets
  $225.7 million
 
       
Total Number of Holdings*
    99  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


     
 
   
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      Top contributors during the fiscal year included Simon Property Group and Vornado Realty Trust. Recent equity offerings and debt refinancing by Simon Property Group, a REIT which offered an attractive portfolio of top-tier U.S. regional malls, covered near-term debt maturities and provided necessary capital for future acquisition opportunities. Similarly, Vornado’s recent equity offering provided liquidity for new acquisitions. Moreover, the company benefited from improving rental fundamentals in Manhattan and Washington D.C., the firm’s largest markets.
      Hospitality Properties Trust and CBL & Associates Properties, however, were top detractors from Fund performance during the fiscal year. Hospitality Properties Trust (HPT) was not a Fund holding for most of the period due to a less favorable growth profile relative to other opportunities in the hotel sector. HPT had a less favorable growth profile due to lower operating leverage from its owned hotels and its rent exposure to less favorable travel centers. CBL & Associates, on the other hand, is among the largest U.S. regional mall REITs with properties from coast to coast. Both positions have provided above-average divided yields.
      Because volatility in the market continued at elevated levels, we remained active in portfolio positioning given changes in relative value between stocks. Across sectors, we added to certain positions whose valuations began to reflect a bottoming in operating fundamentals. In addition, we reduced exposure to several relatively low risk stocks whose valuations appeared relatively high.
      We remained committed to owning quality real estate companies that we believe may benefit from relatively better sector trends. We continued to manage risk by holding a portfolio diversified by property type and geographic location. Lower leveraged companies with above average levels of dividend coverage remained favored in the portfolio.
      We thank you for your continued investment in Invesco Select Real Estate Income Fund and encourage everyone to follow a disciplined asset allocation strategy and rebalance regularly.
1 U.S. Federal Reserve
2 Bureau of Economic Analysis
3 Bureau of Labor Statistics
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
      
(PHOTO OF JOE RODRIGUEZ, JR.)
Joe Rodriguez, Jr.
Portfolio manager, is lead manager of Invesco Select Real Estate Income Fund. He is head of real estate securities for Invesco Real Estate, where he oversees all phases of the unit, including securities research and administration. Mr. Rodriguez began his investment career in 1983 and joined Invesco in 1990. He earned a B.B.A. in economics and finance as well as an M.B.A. in finance from Baylor University.
(PHOTO OF MARK BLACKBURN)
Mark Blackburn
Chartered Financial Analyst, portfolio manager, is manager of Invesco Select Real Estate Income Fund. He earned a B.S. in accounting from Louisiana State University and an M.B.A. from Southern Methodist University. Mr. Blackburn is a Certified Public Accountant.
(PHOTO OF PAUL CURBO)
Paul Curbo
Chartered Financial Analyst, portfolio manager, is manager of Invesco Select Real Estate Income Fund. He joined Invesco in 1998. Mr. Curbo earned a B.B.A. in finance from the University of Texas at Dallas.
(PHOTO OF JAMES TROWBRIDGE)
James Trowbridge
Portfolio manager, is manager of Invesco Select Real Estate Income Fund. He joined Invesco in 1989. Mr. Trowbridge earned his B.A. in finance from Indiana University.
(PHOTO OF DARIN TURNER)
Darin Turner
Portfolio manager, is manager of Invesco Select Real Estate Income Fund. He joined Invesco in 2005. Mr. Turner earned a B.B.A. in finance from Baylor University, an M.S. in real estate from the University of Texas at Arlington and an M.B.A. specializing in investments from Southern Methodist University.
Assisted by the Real Estate Team


     
 
   
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Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class since Inception
Fund and index data from 5/31/02
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
      The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not.
     Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


     
 
   
6
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Average Annual Total Returns
As of 8/31/10, including maximum applicable
sales charges
                 
Class A Shares        
 
Inception (5/31/02)     8.86 %
 
5 Years
    1.72  
 
1 Year
    15.08  
 
       
 
       
Class B Shares        
 
Inception     8.56 %
 
5 Years
    1.84  
 
1 Year
    16.02  
 
       
 
       
Class C Shares        
 
Inception     8.56 %
 
5 Years
    1.98  
 
1 Year
    20.02  
 
       
 
       
Class Y Shares        
 
Inception     9.62 %
 
5 Years
    2.91  
 
1 Year
    22.21  
 
       
 
       
Institutional Class Shares        
Inception     9.78 %
 
5 Years
    3.17  
 
1 Year
    22.46  
On March 12, 2007, the Fund reorganized from a Closed-End Fund to an Open-End Fund. Performance shown prior to that date is that of the Closed-End Fund’s Common shares and includes the fees applicable to Common shares. The Closed-End Fund’s Common shares performance reflects any applicable fee waivers or expense reimbursements.
      Class B shares incepted on March 9, 2007. Performance shown prior to that date is that of Class A shares, restated to reflect the higher 12b-1 fees applicable to Class B shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
      Class C shares incepted on March 9, 2007. Performance shown prior to that date is that of Class A shares, restated to reflect the higher 12b-1 fees applicable to Class C shares. Class A shares performance reflects any applicable fee
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                 
Class A Shares        
 
Inception (5/31/02)     8.16 %
 
5 Years
    0.61  
 
1 Year
    29.02  
 
       
 
       
Class B Shares        
 
Inception     7.87 %
 
5 Years
    0.72  
 
1 Year
    30.55  
 
       
 
       
Class C Shares        
 
Inception     7.87 %
 
5 Years
    0.86  
 
1 Year
    34.55  
 
       
 
       
Class Y Shares        
 
Inception     8.93 %
 
5 Years
    1.79  
 
1 Year
    36.94  
 
       
 
       
Institutional Class Shares        
Inception     9.09 %
 
5 Years
    2.05  
 
1 Year
    37.19  
waivers or expense reimbursements.
      Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
      Institutional Class shares incepted on March 9, 2007. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested
distributions (reinvested at net asset value, except for periods prior to March 12, 2007 where reinvestments were made at the lower of the Closed-End Fund’s net asset value or market price), changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
      The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class Y and Institutional Class shares was 1.75, 2.50%, 2.50%, 1.50% and 1.13%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses. Class Y and Institutional class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     Fund performance was positively impacted by a temporary 2% fee on redemptions that was in effect from March 12, 2007 to March 12, 2008. Without income from this temporary fee, returns would have been lower.
     Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower.


 
continued from page 8

    a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require
adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


     
 
   
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Table of Contents

 
Invesco Select Real Estate Income Fund’s investment objectives are high current income and, secondarily, capital appreciation.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   On March 12, 2007, Invesco Select Real Estate Income Fund was reorganized from a Closed-End Fund to an Open-End Fund. Information presented for Class A shares prior to the reorganization included financial data for the Closed-End Fund’s Common Shares.
 
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the
Fund
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
n   Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.
n   The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund.
 
n   The Fund may hold illiquid securities that it is unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
n   The Fund’s investments in fixed income securities rated lower than investment grade, or if unrated, of comparable quality as determined by the adviser (commonly know as junk bonds) pose significant risks. The prices of junk bonds are likely to be more sensitive to adverse economic changes or individual corporate developments than higher rated securities and involve a greater risk of default. The secondary market for junk bonds may be less liquid than the market for higher quality securities.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
n   The Fund may invest in mortgage- and asset-backed securities that are subject to prepayment or call risk, which is the risk that the borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, the fund may reinvest these early payments at lower interest rates, thereby reducing the Fund’s income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the security to lengthen in duration. Longer duration securities tend to be more volatile. Securities may be prepaid at a price less than the original purchase value.
 
n   The Fund is non-diversified and can invest a greater portion of its assets in a single issuer. A change in the value of the issuer could affect the value of the Fund more than if it was a diversified fund.
 
n   Because the Fund concentrates its assets in the real estate industry, an investment in the Fund will be closely linked to the performance of the real estate markets.
 
n   Short sales may cause the Fund to repurchase a security at a higher price, thereby causing a loss. As there is no limit on how much the price of the security can increase, the Fund’s exposure is unlimited.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
n   The Custom Select Real Estate Income Index, created by Invesco to serve as a benchmark for Invesco Select Real Estate Income Fund, is composed of the following indexes: FTSE NAREIT Equity REIT (50%) and Wachovia Hybrid and Preferred Securities REIT (50%).
 
n   The Lipper Real Estate Funds Index is an unmanaged index considered representative of real estate funds tracked by Lipper.
 
n   The FTSE NAREIT Equity REITs Index is an unmanaged index considered representative of U.S. REITs.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
continued on page 7
 
Fund Nasdaq Symbols
Class A Shares
  ASRAX
Class B Shares
  SARBX
Class C Shares
  ASRCX
Class Y Shares
  ASRYX
Institutional Class Shares
  ASRIX


     
 
   
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Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Real Estate Investment Trusts, Common Stocks & Other Equity Interests–61.62%
 
       
 
Apartments–7.74%
 
       
Camden Property Trust
    91,650     $ 4,193,904  
 
Essex Property Trust, Inc.
    91,900       9,720,263  
 
Mid-America Apartment Communities, Inc.
    63,000       3,557,610  
 
              17,471,777  
 
 
Diversified–5.40%
 
       
Cohen & Steers Quality Income Realty Fund, Inc.
    201,773       1,396,269  
 
Colonial Properties Trust
    87,834       1,393,047  
 
Neuberger Berman Real Estate Securities Income Fund Inc.
    16,275       57,451  
 
Vornado Realty Trust
    41,388       3,354,912  
 
Washington Real Estate Investment Trust
    194,891       5,971,460  
 
              12,173,139  
 
 
Freestanding–4.47%
 
       
Getty Realty Corp.
    80,900       2,008,747  
 
National Retail Properties Inc.
    291,500       7,100,940  
 
Realty Income Corp.
    29,600       964,664  
 
              10,074,351  
 
 
Healthcare–14.42%
 
       
Health Care REIT, Inc.
    188,073       8,640,074  
 
LTC Properties, Inc.
    46,750       1,153,790  
 
Medical Properties Trust Inc.
    125,700       1,236,888  
 
Nationwide Health Properties, Inc.
    76,200       2,931,414  
 
OMEGA Healthcare Investors, Inc.
    170,900       3,665,805  
 
Senior Housing Properties Trust
    429,750       10,099,125  
 
Ventas, Inc.
    95,500       4,823,705  
 
              32,550,801  
 
 
Industrial–3.35%
 
       
DCT Industrial Trust Inc.
    489,900       2,268,237  
 
EastGroup Properties, Inc.
    84,100       2,964,525  
 
ProLogis
    213,900       2,320,815  
 
              7,553,577  
 
 
Industrial/Office: Mixed–4.22%
 
       
Liberty Property Trust
    313,400       9,517,958  
 
 
Lodging-Resorts–2.18%
 
       
Hospitality Properties Trust
    252,100       4,928,555  
 
 
Office–4.82%
 
       
Corporate Office Properties Trust
    18,150       655,215  
 
Highwoods Properties, Inc.
    14,300       447,304  
 
Mack-Cali Realty Corp.
    212,800       6,564,880  
 
Piedmont Office Realty Trust Inc.–Class A(b)
    175,300       3,218,508  
 
              10,885,907  
 
 
Regional Malls–8.60%
 
       
CBL & Associates Properties, Inc.
    208,600       2,544,920  
 
Simon Property Group, Inc.
    186,468       16,866,031  
 
              19,410,951  
 
 
Shopping Centers–2.99%
 
       
Inland Real Estate Corp.
    252,850       1,949,473  
 
Ramco-Gershenson Properties Trust
    99,200       1,035,648  
 
Regency Centers Corp.
    81,850       2,984,251  
 
Tanger Factory Outlet Centers, Inc.
    16,800       776,496  
 
              6,745,868  
 
 
Specialty Properties–3.43%
 
       
Digital Realty Trust, Inc.
    61,900       3,668,813  
 
Entertainment Properties Trust
    35,100       1,512,459  
 
Government Properties Income Trust
    99,850       2,563,149  
 
              7,744,421  
 
Total Real Estate Investment Trusts, Common Stocks & Other Equity Interests (Cost $116,753,714)
            139,057,305  
 
 
Preferred Stocks–26.68%
 
       
 
Apartments–0.27%
 
       
BRE Properties, Inc., Series D, 6.75% Pfd.
    25,300       619,850  
 
 
Diversified–4.09%
 
       
Vornado Realty Trust,
Series E, 7.00% Pfd.
    135,963       3,495,609  
 
Series H, 6.75% Pfd.
    91,800       2,276,640  
 
Series I, 6.63% Pfd.
    140,900       3,452,050  
 
              9,224,299  
 
 
Freestanding–1.01%
 
       
National Retail Properties Inc., Series C, 7.38% Pfd.
    90,450       2,281,149  
 
 
Healthcare–1.63%
 
       
Health Care REIT, Inc., Series F, 7.63% Pfd.
    36,500       930,750  
 
Omega Healthcare Investors, Inc., Series D, 8.38% Pfd.
    107,100       2,748,186  
 
              3,678,936  
 
 
Industrial–0.02%
 
       
ProLogis, Series  C, 8.54% Pfd.
    950       49,281  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Select Real Estate Income Fund


Table of Contents

                 
    Shares   Value
 
 
Industrial/Office: Mixed–4.68%
 
       
Duke Realty Corp.,
Series J, 6.63% Pfd.
    4,954     $ 110,970  
 
Series K, 6.50% Pfd.
    5,072       113,511  
 
Series L, 6.60% Pfd.
    59,500       1,334,585  
 
Series M, 6.95% Pfd.
    72,400       1,759,320  
 
Series N, 7.25% Pfd.
    15,590       388,035  
 
PS Business Parks, Inc.,
Series L, 7.60% Pfd.
    36,400       919,828  
 
Series M, 7.20% Pfd.
    123,100       3,087,348  
 
Series O, 7.38% Pfd.
    110,763       2,842,179  
 
              10,555,776  
 
 
Lodging-Resorts–1.95%
 
       
Eagle Hospitality Properties Trust Inc., Series A, 8.25% Pfd.
    195,800       149,297  
 
Hospitality Properties Trust, Series C, 7.00% Pfd.
    28,800       696,384  
 
LaSalle Hotel Properties,
Series D, 7.50% Pfd.
    62,833       1,492,912  
 
Series G, 7.25% Pfd.
    88,950       2,073,647  
 
              4,412,240  
 
 
Office–7.16%
 
       
Alexandria Real Estate Equities Inc., Series D, 7.00% Pfd.
    24,100       561,831  
 
BioMed Realty Trust, Inc., Series A, 7.38% Pfd.
    79,600       1,986,816  
 
Brandywine Realty Trust, Series D, 7.38% Pfd.
    10,355       250,695  
 
Corporate Office Properties Trust, Series J, 7.63% Pfd.
    83,470       2,089,254  
 
Kilroy Realty Corp.,
Series E, 7.80% Pfd.
    58,195       1,452,547  
 
Series F, 7.50% Pfd.
    188,500       4,672,915  
 
SL Green Realty Corp.,
Series C, 7.63% Pfd.
    151,100       3,786,566  
 
Series D, 7.88% Pfd.
    54,400       1,367,616  
 
              16,168,240  
 
 
Regional Malls–1.42%
 
       
CBL & Associates Properties, Inc., Series D, 7.38% Pfd.
    85,200       2,014,980  
 
Taubman Centers, Inc., Series G, 8.00% Pfd.
    45,900       1,179,630  
 
              3,194,610  
 
 
Self Storage Facilities–3.22%
 
       
Public Storage,
Series H, 6.95% Pfd.
    34,500       879,405  
 
Series I, 7.25% Pfd.
    98,600       2,573,460  
 
Series L, 6.75% Pfd.
    62,400       1,580,592  
 
Series M, 6.63% Pfd.
    87,300       2,234,007  
 
              7,267,464  
 
 
Shopping Centers–0.26%
 
       
Developers Diversified Realty Corp.,
Series H, 7.38% Pfd.
    9,200       219,052  
 
Series I, 7.5% Pfd.
    14,800       358,308  
 
              577,360  
 
 
Specialty Properties–0.97%
 
       
Digital Realty Trust, Inc., Series B, 7.88% Pfd.
    85,211       2,189,923  
 
Total Preferred Stocks (Cost $58,904,188)
            60,219,128  
 
                 
    Principal
   
    Amount    
 
Asset-Backed Securities–7.28%
 
       
Banc of America Large Loan Inc.,
Series 2006-BIX1, Class B, Floating Rate Pass Through Ctfs., 0.42%, 10/15/19(c)(d)
  $ 1,465,000       1,334,468  
 
Series 2006-BIX1, Class E, Floating Rate Pass Through Ctfs., 0.52%, 10/15/19(c)(d)
    1,900,000       1,567,355  
 
Bear Stearns Commercial Mortgage Securities,
Series 2005-PWR8, Class A2, Pass Through Ctfs., 4.48%, 06/11/41
    4,419       4,415  
 
Series 2005-T18, Class A2, Variable Rate Pass Through Ctfs., 4.56%, 02/13/42(c)
    84,639       84,770  
 
Series 2005-T18, Class AJ, Variable Rate Pass Through Ctfs., 5.01%, 02/13/42(c)
    350,000       314,532  
 
Citigroup Commercial Mortgage Trust, Series 2006-C5, Class AMP3, Pass Through Ctfs., 5.50%, 10/15/49(d)
    1,731,078       1,587,307  
 
Commercial Mortgage Pass Through Ctfs.,
Series 2001-J1A, Class C, Variable Rate Pass Through Ctfs., 6.83%, 02/16/34(c)(d)
    900,000       912,274  
 
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-C3, Class G, Variable Rate Pass Through Ctfs., 4.62%, 05/15/38(c)(d)
    25,000       22,484  
 
Credit Suisse Mortgage Capital Ctfs., Series 2006-TF2A, Class A2, Floating Rate Pass Through Ctfs., 0.45%, 10/15/21(c)(d)
    1,900,000       1,621,747  
 
DLJ Commercial Mortgage Corp., Series 1998-CG1, Class B4, Variable Rate Pass Through Ctfs., 7.46%, 06/10/31(c)(d)
    340,000       376,220  
 
Greenwich Capital Commercial Funding Corp.,
Series 2005-GG3, Class AJ, Variable Rate Pass Through Ctfs., 4.86%, 08/10/42(c)
    400,000       367,342  
 
GS Mortgage Securities Corp. II, Series 2001-LIBA, Class C, Pass Through Ctfs., 6.73%, 02/14/16(d)
    627,000       643,405  
 
LB-UBS Commercial Mortgage Trust,
Series 2002-C7, Class B, Pass Through Ctfs., 5.08%, 01/15/36
    96,000       101,434  
 
Series 2005-C1, Class A2, Pass Through Ctfs., 4.31%, 02/15/30
    80,324       80,618  
 
Series 2005-C3, Class AJ, Pass Through Ctfs., 4.84%, 07/15/40
    1,250,000       1,111,201  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Principal
   
    Amount   Value
 
Merrill Lynch Floating Trust,
Series 2006-1, Class B, Floating Rate Pass Through Ctfs., 0.45%, 06/15/22(c)(d)
  $ 1,950,000     $ 1,669,605  
 
Series 2006-1, Class D, Floating Rate Pass Through Ctfs., 0.48%, 06/15/22(c)(d)
    1,925,000       1,560,414  
 
Merrill Lynch Mortgage Trust, Series 2004-MKB1, Class  B, Variable Rate Pass Through Ctfs., 5.28%, 02/12/42(c)
    25,000       26,267  
 
Morgan Stanley Capital I,
Series 2005-HQ7, Class AJ, Variable Rate Pass Through Ctfs., 5.38%, 11/14/42(c)
    1,120,000       1,031,714  
 
Series 2005-T19, Class A2, Pass Through Ctfs., 4.73%, 06/12/47
    15,320       15,309  
 
Series 2006-IQ11, Class B, Variable Rate Pass Through Ctfs., 5.94%, 10/15/42(c)
    270,000       177,306  
 
Wachovia Bank Commercial Mortgage Trust,
Series 2003-C5, Class B, Pass Through Ctfs., 4.11%, 06/15/35
    180,000       184,809  
 
Series 2005-C19, Class A4, Pass Through Ctfs., 4.61%, 05/15/44
    240,000       244,550  
 
Series 2006-WL7A, Class A2, Floating Rate Pass Through Ctfs., 0.40%, 09/15/21(c)(d)
    1,700,000       1,396,312  
 
Total Asset-Backed Securities (Cost $16,206,465)
            16,435,858  
 
 
Bonds & Notes–2.39%
 
       
 
Industrial–1.95%
 
       
ProLogis, Sr. Unsec. Notes, 6.25%, 03/15/17
    4,500,000       4,397,559  
 
 
Shopping Centers–0.44%
 
       
Developers Diversified Realty Corp., Sr. Unsec. Medium-Term Notes, 7.50%, 07/15/18
    1,000,000       1,001,250  
 
Total Bonds & Notes (Cost $5,251,538)
            5,398,809  
 
                 
    Shares    
 
Money Market Funds–3.06%
 
       
Liquid Assets Portfolio–Institutional Class(e)
    3,455,993       3,455,993  
 
Premier Portfolio–Institutional Class(e)
    3,455,993       3,455,993  
 
Total Money Market Funds (Cost $6,911,986)
            6,911,986  
 
TOTAL INVESTMENTS–101.03% (Cost $204,027,891)
            228,023,086  
 
OTHER ASSETS LESS LIABILITIES–(1.03)%
            (2,329,210 )
 
NET ASSETS–100.00%
          $ 225,693,876  
 
 
Investment Abbreviations:
 
     
Ctfs.
  – Certificates
Pfd.
  – Preferred
REIT
  – Real Estate Investment Trust
Sr.
  – Senior
Unsec.
  – Unsecured
 
Notes to Schedule of Investments:
 
(a) Property type classifications used in this report are generally according to FSTE National Association of Real Estate Investment Trusts (“NAREIT”) Equity REITs Index, which is exclusively owned by NAREIT.
(b) Non-income producing security.
(c) Interest or dividend rate is re-determined periodically. Rate shown is the rate in effect on August 31, 2010.
(d) Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2010 was $12,691,591, which represented 5.62% of the Fund’s Net Assets.
(e) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $197,115,905)
  $ 221,111,100  
 
Investments in affiliated money market funds, at value and cost
    6,911,986  
 
Total investments, at value (Cost $204,027,891)
    228,023,086  
 
Receivables for:
       
Investments sold
    2,301,776  
 
Fund shares sold
    604,903  
 
Dividends and interest
    323,622  
 
Investment for trustee deferred compensation and retirement plans
    20,298  
 
Other assets
    24,787  
 
Total assets
    231,298,472  
 
 
Liabilities:
 
Payables for:
       
Investments purchased
    5,031,642  
 
Fund shares reacquired
    282,990  
 
Accrued fees to affiliates
    152,103  
 
Accrued other operating expenses
    62,955  
 
Trustee deferred compensation and retirement plans
    74,906  
 
Total liabilities
    5,604,596  
 
Net assets applicable to shares outstanding
  $ 225,693,876  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 238,089,563  
 
Undistributed net investment income
    1,135,981  
 
Undistributed net realized gain (loss)
    (37,526,863 )
 
Unrealized appreciation
    23,995,195  
 
    $ 225,693,876  
 
 
Net Assets:
 
Class A
  $ 147,568,004  
 
Class B
  $ 1,675,775  
 
Class C
  $ 16,691,898  
 
Class Y
  $ 22,046,917  
 
Institutional Class
  $ 37,711,282  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    18,992,990  
 
Class B
    216,242  
 
Class C
    2,154,061  
 
Class Y
    2,845,044  
 
Institutional Class
    4,857,721  
 
Class A:
       
Net asset value per share
  $ 7.77  
 
Maximum offering price per share
       
(Net asset value of $7.75 divided by 94.50%)
  $ 8.22  
 
Class B:
       
Net asset value and offering price per share
  $ 7.75  
 
Class C:
       
Net asset value and offering price per share
  $ 7.75  
 
Class Y:
       
Net asset value and offering price per share
  $ 7.75  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 7.76  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends
  $ 8,639,731  
 
Dividends from affiliated money market funds
    11,667  
 
Interest
    1,533,290  
 
Total investment income
    10,184,688  
 
 
Expenses:
 
Advisory fees
    1,439,691  
 
Administrative services fees
    50,000  
 
Custodian fees
    21,327  
 
Distribution fees:
       
Class A
    319,185  
 
Class B
    10,823  
 
Class C
    115,551  
 
Transfer agent fees — A, B, C and Y
    373,323  
 
Transfer agent fees — Institutional
    13,087  
 
Trustees’ and officers’ fees and benefits
    24,367  
 
Other
    174,273  
 
Total expenses
    2,541,627  
 
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)
    (14,743 )
 
Net expenses
    2,526,884  
 
Net investment income
    7,657,804  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain from investment securities
    12,627,123  
 
Change in net unrealized appreciation of investment securities
    16,465,933  
 
Net realized and unrealized gain
    29,093,056  
 
Net increase in net assets resulting from operations
  $ 36,750,860  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 7,657,804     $ 4,057,436  
 
Net realized gain (loss)
    12,627,123       (41,566,429 )
 
Change in net unrealized appreciation
    16,465,933       18,227,028  
 
Net increase (decrease) in net assets resulting from operations
    36,750,860       (19,281,965 )
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (4,685,749 )     (3,432,938 )
 
Class B
    (30,709 )     (25,447 )
 
Class C
    (317,879 )     (56,307 )
 
Class Y
    (484,837 )     (20,142 )
 
Institutional Class
    (1,558,748 )     (471,968 )
 
Total distributions from net investment income
    (7,077,922 )     (4,006,802 )
 
 
Share transactions–net:
 
       
Class A
    32,864,761       4,766,853  
 
Class B
    832,365       (193,923 )
 
Class C
    10,729,487       2,443,803  
 
Class Y
    17,204,765       2,356,933  
 
Institutional Class
    (2,073,276 )     23,093,975  
 
Net increase in net assets resulting from share transactions
    59,558,102       32,467,641  
 
Net increase in net assets
    89,231,040       9,178,874  
 
 
Net assets:
 
       
Beginning of year
    136,462,836       127,283,962  
 
End of year (includes undistributed net investment income of $1,135,981 and $554,808, respectively)
  $ 225,693,876     $ 136,462,836  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Select Real Estate Income Fund, formerly AIM Select Real Estate Income Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest.
  Prior to March 12, 2007, the Fund operated as AIM Select Real Estate Income Fund (the “Closed-End Fund”). The Closed-End Fund was reorganized as an open-end fund at which time the Fund became a new series portfolio of the Trust. The Closed-End Fund was reorganized as an open-end fund on March 12, 2007 (the “Reorganization Date”) through the transfer of all its assets and liabilities to the Fund (the “Reorganization”). Prior to the Reorganization, the Closed-End Fund redeemed Preferred Shares in their entirety. As part of the Reorganization, the Closed-End Fund was restructured from a sole series of AIM Select Real Estate Income Fund to a new series portfolio of the Trust. Upon the closing of the Reorganization, holders of the Closed-End Fund Common Shares received Class A shares of the Fund. Information for the Common Shares of the Closed-End Fund, prior to the Reorganization is included with Class A shares throughout this report.
  The Fund’s investment objectives are high current income and secondarily, capital appreciation.
  The Fund currently consists of five different classes of shares: Class A, Class B, Class C, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
 
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  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices will be used to value debt obligations and Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Paydown gains and losses on mortgage and asset-backed securities are recorded as adjustments to interest income. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund recharacterizes distributions received from REIT investments based on information provided by the REIT into the following categories: ordinary income, long-term and short-term capital gains, and return of capital. If information is not available timely from the REIT, the recharacterization will be based on available information which may include the previous year’s allocation. If new or additional information becomes available from the REIT at a later date, a recharacterization will be made in the following year. The Fund records as dividend income the amount recharacterized as ordinary income
 
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and as realized gain the amount recharacterized as capital gain in the Statement of Operations, and the amount recharacterized as return of capital in the Statement of Changes in Net Assets. These recharacterizations are reflected in the accompanying financial statements.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Other Risks — The Fund’s investments are concentrated in a comparatively narrow segment of the economy. Consequently, the Fund may tend to be more volatile than other mutual funds, and the value of the Fund’s investments may tend to rise and fall more rapidly.
    The Fund concentrates its assets in the real estate industry, an investment in the fund will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from economic, legal, cultural or technological developments.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $250 million
    0 .75%
 
Next $250 million
    0 .74%
 
Next $500 million
    0 .73%
 
Next $1.5 billion
    0 .72%
 
Next $2.5 billion
    0 .71%
 
Next $2.5 billion
    0 .70%
 
Next $2.5 billion
    0 .69%
 
Over $10 billion
    0 .68%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class Y and
 
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Institutional Class shares to 2.00%, 2.75%, 2.75%, 1.75% and 1.75% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2011. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees of $13,047.
  At the request of the Trustees of the Trust, Invesco Ltd. agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the Invesco Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended August 31, 2010, Invesco Ltd. reimbursed expenses of the Fund in the amount of $241.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B and Class C shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and Class C shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $49,374 in front-end sales commissions from the sale of Class A shares and $0, $2,752 and $2,164 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
 
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  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 203,354,363     $ 2,834,056     $     $ 206,188,419  
 
Corporate Debt Securities
          5,398,809             5,398,809  
 
Asset Backed Securities
          16,435,858             16,435,858  
 
Total Investments
  $ 203,354,363     $ 24,668,723     $     $ 228,023,086  
 
 
NOTE 4—Expense Offset Arrangement(s)
 
The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2010, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,455.
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  During the year ended August 31, 2010, the Fund paid legal fees of $3,138 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.
 
NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 7,077,922     $ 4,006,802  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 1,212,266  
 
Net unrealized appreciation — investments
    21,291,658  
 
Temporary book/tax differences
    (76,285 )
 
Capital loss carryforward
    (34,823,326 )
 
Shares of beneficial interest
    238,089,563  
 
Total net assets
  $ 225,693,876  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward 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 Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 19,031,688  
 
August 31, 2018
    15,791,638  
 
Total capital loss carryforward
  $ 34,823,326  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $204,862,958 and $139,798,735, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 26,293,228  
 
Aggregate unrealized (depreciation) of investment securities
    (5,001,570 )
 
Net unrealized appreciation of investment securities
  $ 21,291,658  
 
Cost of investments for tax purposes is $206,731,428.
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of excise taxes, on August 31, 2010, undistributed net investment income was increased by $1,291 and shares of beneficial interest decreased by $1,291. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 10—Share Information
 
 
                                 
    Summary of Share Activity
 
    Year ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    9,908,927     $ 71,310,905       6,297,362     $ 34,744,449  
 
Class B
    154,695       1,133,322       57,532       329,420  
 
Class C
    1,665,745       11,927,859       560,262       3,230,335  
 
Class Y(b)
    3,080,777       22,003,408       1,186,116       6,557,609  
 
Institutional Class
    1,674,481       12,079,829       3,944,022       25,122,675  
 
Issued as reinvestment of dividends:
                               
Class A
    480,564       3,507,569       377,291       2,179,083  
 
Class B
    3,704       27,078       4,076       23,964  
 
Class C
    35,013       257,127       8,753       49,216  
 
Class Y
    48,005       356,587       2,841       13,740  
 
Institutional Class
    215,117       1,558,340       82,199       471,968  
 
Automatic conversion of Class B shares to Class A shares:
                               
Class A
    8,015       59,246       3,793       21,265  
 
Class B
    (8,029 )     (59,246 )     (3,803 )     (21,265 )
 
Reacquired:
                               
Class A(b)
    (5,752,142 )     (42,012,959 )     (5,633,762 )     (32,177,944 )
 
Class B
    (37,046 )     (268,789 )     (89,390 )     (526,042 )
 
Class C
    (197,317 )     (1,455,499 )     (149,028 )     (835,748 )
 
Class Y
    (700,975 )     (5,155,230 )     (771,720 )     (4,214,416 )
 
Institutional Class
    (2,134,077 )     (15,711,445 )     (437,953 )     (2,500,668 )
 
Net increase in share activity
    8,445,457     $ 59,558,102       5,438,591     $ 32,467,641  
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 57% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b) Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A and Investor Class shares into Class Y shares of the Fund:
 
                 
Class   Shares   Amount
 
Class Y
    6,791     $ 48,556  
 
Class A
    (6,791 )     (48,556 )
 
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco funds offering such shares until they convert.
 
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NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated. Information presented prior to March 12, 2007 includes financial data for the common shares of the Closed-End Fund.
 
                                                 
    Class A*
    Year ended
  Eight months ended
  Year ended
    August 31,   August 31,
  August 31,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of period
  $ 6.62     $ 8.38     $ 16.27     $ 17.35     $ 17.49     $ 20.02  
 
Income from investment operations:
 
                                               
Net investment income
    0.28 (a)     0.27 (a)     0.42 (a)     0.44 (a)     0.86       0.90  
 
Net gains (losses) on securities (both realized and unrealized)
    1.14       (1.75 )     (1.54 )     (1.54 )     3.88       (0.36 )
 
Less distributions to auction rate preferred shareholders of Closed-End Fund from net investment income(b)
    N/A       N/A       N/A       N/A       (0.20 )     (0.17 )
 
Total from investment operations
    1.42       (1.48 )     (1.12 )     (1.10 )     4.54       0.37  
 
Less distributions:
 
                                               
Dividends from net investment income
    (0.27 )     (0.28 )     (0.65 )     (0.38 )     (0.89 )     (1.24 )
 
Distributions from net realized gains
                (6.18 )     (0.09 )     (3.84 )     (1.66 )
 
Total distributions
    (0.27 )     (0.28 )     (6.83 )     (0.47 )     (4.73 )     (2.90 )
 
Increase from common shares of Closed-End Fund repurchased
    N/A       N/A       N/A             0.05        
 
Redemption fees added to shares of beneficial interest
                0.06       0.49       N/A       N/A  
 
Net asset value, end of period
  $ 7.77     $ 6.62     $ 8.38     $ 16.27     $ 17.35     $ 17.49  
 
Market value per common share of Closed-End Fund at period-end
  $ N/A     $ N/A     $ N/A     $ N/A     $ 16.67     $ 14.98  
 
Total return at net asset value
    21.85 %(c)     (17.12 )%(c)     (7.47 )%(c)(d)     (3.59 )%(c)(d)     29.15 %(e)     4.44 %(e)
 
Market value return
    N/A       N/A       N/A       N/A       44.88 %     2.33 %
 
Ratios/supplemental data:
 
                                               
Net assets, end of period (000s omitted)
  $ 147,568     $ 94,979     $ 111,529     $ 224,000     $ 678,394     $ 698,380  
 
Ratio of expenses to average net assets:
 
                                               
With fee waivers and/or expense reimbursements
    1.37 %(f)     1.73 %     1.32 %     1.08 %(g)     0.96 %(h)     0.95 %(h)
 
Without fee waivers and/or expense reimbursements
    1.38 %(f)     1.74 %     1.33 %     1.23 %(g)     1.33 %(h)     1.33 %(h)
 
Ratio of net investment income to average net assets
    3.93 %(f)     4.83 %     3.91 %     3.82 %(g)     4.59 %(h)     4.70 %(h)
 
Ratio of distributions to auction rate preferred shareholders of Closed-End Fund to average net attributable to common shares of Closed-End Fund
    N/A       N/A       N/A       N/A       1.30 %(g)     0.86 %
 
Portfolio turnover rate(i)
    77 %     59 %     73 %     24 %     23 %     17 %
 
Auction rate preferred shares of Closed-End Fund:
 
                                               
Liquidation value, end of period (000s omitted)
    N/A       N/A       N/A       N/A           $ 205,000  
 
Total shares outstanding
    N/A       N/A       N/A       N/A             8,200  
 
Asset coverage per share
    N/A       N/A       N/A       N/A           $ 110,168  
 
Liquidation and market value per share
    N/A       N/A       N/A       N/A           $ 25,000  
 
* Prior to March 12, 2007 the Fund operated as a Closed-End Fund. On such date, holders of common shares of Closed-End Fund received Class A shares of the Fund equal to the number of Closed-End Fund common shares they owned prior to the Reorganization.
(a) Calculated using average shares outstanding.
(b) Based on average number of common shares outstanding of Closed-End Fund.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Includes the impact of the temporary 2% redemption fee which was effective March 12, 2007 through March 11, 2008.
(e) Net asset value return includes adjustments in accordance with accounting principles generally accepted in the United States of America and measures the changes in common shares’ value of Closed-End over the period indicated, taking into account dividends as reinvested. Market value return is computed based upon the New York Stock Exchange market price of the Closed-End Fund’s common shares and excludes the effects of brokerage commissions. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Closed-End Fund’s dividend reinvestment plan.
(f) Ratios are based on average daily net assets (000s omitted) of $127,674.
(g) Annualized.
(h) Ratios do not reflect the effect of dividend payments to auction rate preferred shareholders; income ratios reflect income earned on investments made with assets attributable to auction rate preferred shares of Closed-End Fund.
(i) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
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                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
      (losses) on
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  Net
  securities (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income(a)   unrealized)   operations   income   gains   Distributions   of period   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
Class B
Year ended 08/31/10   $ 6.60     $ 0.23     $ 1.14     $ 1.37     $ (0.22 )   $     $ (0.22 )   $ 7.75       21.02 %   $ 1,676       2.12 %(d)     2.13 %(d)     3.18 %(d)     77 %
Year ended 08/31/09     8.37       0.23       (1.77 )     (1.54 )     (0.23 )           (0.23 )     6.60       (17.91 )     680       2.48       2.49       4.08       59  
Year ended 08/31/08     16.23       0.28       (1.40 )(e)     (1.12 )     (0.56 )     (6.18 )     (6.74 )     8.37       (8.01 )     1,126       2.07       2.08       3.16       73  
Year ended 08/31/07(f)     17.34       0.22       (1.09 )(e)     (0.87 )     (0.24 )           (0.24 )     16.23       (5.10 )     162       2.04 (g)     2.04 (g)     2.86 (g)     24  
 
Class C
Year ended 08/31/10     6.60       0.23       1.14       1.37       (0.22 )           (0.22 )     7.75       21.02       16,692       2.12 (d)     2.13 (d)     3.18 (d)     77  
Year ended 08/31/09     8.38       0.23       (1.78 )     (1.55 )     (0.23 )           (0.23 )     6.60       (18.00 )     4,296       2.48       2.49       4.08       59  
Year ended 08/31/08     16.23       0.29       (1.40 )(e)     (1.11 )     (0.56 )     (6.18 )     (6.74 )     8.38       (7.90 )     1,932       2.07       2.08       3.16       73  
Year ended 08/31/07(f)     17.34       0.22       (1.09 )(e)     (0.87 )     (0.24 )           (0.24 )     16.23       (5.10 )     356       2.04 (g)     2.04 (g)     2.86 (g)     24  
 
Class Y
Year ended 08/31/10     6.60       0.31       1.13       1.44       (0.29 )           (0.29 )     7.75       22.21       22,047       1.12 (d)     1.13 (d)     4.18 (d)     77  
Year ended 08/31/09(f)     7.15       0.26       (0.63 )     (0.37 )     (0.18 )           (0.18 )     6.60       (4.23 )     2,755       1.53 (g)     1.53 (g)     5.03 (g)     59  
 
Institutional Class
Year ended 08/31/10     6.62       0.32       1.13       1.45       (0.31 )           (0.31 )     7.76       22.27       37,711       0.92 (d)     0.93 (d)     4.38 (d)     77  
Year ended 08/31/09     8.39       0.31       (1.77 )     (1.46 )     (0.31 )           (0.31 )     6.62       (16.75 )     33,753       1.11       1.12       5.45       59  
Year ended 08/31/08     16.27       0.37       (1.37 )(e)     (1.00 )     (0.70 )     (6.18 )     (6.88 )     8.39       (6.91 )     12,696       0.88       0.89       4.35       73  
Year ended 08/31/07(f)     17.34       0.32       (1.09 )(e)     (0.77 )     (0.30 )           (0.30 )     16.27       (4.53 )     10       0.89 (g)     0.89 (g)     4.01 (g)     24  
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Ratios are based on average daily net assets (000’s omitted) of $1,082, $11,555, $14,009 and $37,638 for Class B, Class C, Class Y and Institutional Class shares, respectively.
(e) Includes the impact of the temporary 2% redemption fee which was effective March 12, 2007 through March 11, 2008. Redemption fees added to shares of beneficial interest for Class B, Class C and Institutional Class shares were $0.05, $0.05 and $0.04 per share and $0.47, $0.47 and $0.48 per share for the years ended August 31, 2008 and the eight months ended August 31, 2007, respectively.
(f) Commencement date of March 9, 2007 for Class B, Class C and Institutional Class shares and October 3, 2008 for Class Y shares.
(g) Annualized.
 
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NOTE 11—Financial Highlights—(continued)
 
Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Select Real Estate Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Select Real Estate Income Fund (formerly known as AIM Select Real Estate Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 1,102.00       $ 7.10       $ 1,018.45       $ 6.82         1.34 %
                                                             
B
      1,000.00         1,096.70         11.05         1,014.67         10.61         2.09  
                                                             
C
      1,000.00         1,096.70         11.05         1,014.67         10.61         2.09  
                                                             
Y
      1,000.00         1,102.00         5.78         1,019.71         5.55         1.09  
                                                             
Institutional
      1,000.00         1,102.90         4.72         1,020.72         4.53         0.89  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Select Real Estate Income Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
B.  Fund Performance
The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
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  The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Advisers or an Affiliated Sub-Adviser and against the Lipper Real Estate Funds Index. The Board noted that the performance of Class A shares of the Fund was in the first quintile of its Lipper performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the performance of Class A shares of the Fund was above the performance of the Index for the one, three and five year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the contractual advisory fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that comparative data is as of varying dates, which may affect the comparability of data during times of market volatility.
  The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not advise other mutual funds with investment strategies comparable to those of the Fund.
  The Board considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients based upon policies reviewed with the Board. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to other client accounts, including provision of administrative services, officers and office space, oversight of service providers, preparation of annual registration statement updates and financial information and regulatory compliance under the Investment Company Act of 1940, as amended. Invesco Advisers also reviewed generally the higher frequency of shareholder purchases and redemptions in the Invesco Funds relative to the flow of assets managed for other client accounts and noted that advance notice of redemptions affecting management assets is often provided to Invesco Advisers by institutional clients. Although the Board noted that the fees charged to other client accounts were often lower than the advisory fee charged by Invesco Advisers to the Fund and other Invesco Funds, the Board did note that sub-advisory fees charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts were more comparable. In light of this information, the Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from services provided to other client accounts and accordingly, the Board did not place significant weight on these fee comparisons.
  The Board also noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes seven breakpoints, and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for the research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
  
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    0%  
Corporate Dividends Received Deduction*
    0%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
      Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
      Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
      A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website, invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  SREI-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Invesco Structured Core Fund
Annual Report to Shareholders   August 31, 2010
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
15
  Notes to Financial Statements
22
  Financial Highlights
23
  Auditor’s Report
24
  Fund Expenses
25
  Approval of Investment Advisory and Sub-Advisory Agreements
27
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letter to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Structured Core Fund


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Structured Core Fund


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the fiscal year ended August 31, 2010, Class A shares of Invesco Structured Core Fund, at net asset value (NAV), lagged the S&P 500 Index and underperformed the Lipper Large-Cap Core Funds Index. The Fund seeks to provide long-term growth of capital by investing, normally, at least 80% of its assets in a diversified portfolio of securities of large-cap companies.
      Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -1.07 %
 
Class B Shares
    -1.85  
 
Class C Shares
    -1.85  
 
Class R Shares
    -1.30  
 
Class Y Shares
    -0.85  
 
Investor Class Shares
    -1.07  
 
Institutional Class Shares
    -0.83  
 
S&P 500 Index (Broad Market/Style-Specific Index)
    4.93  
 
Lipper Large-Cap Core Funds Index (Peer Group Index)
    2.70  
 
  Lipper Inc.

 
How we invest
We manage your Fund to provide exposure to large-cap core equity stocks. The portfolio strives to outperform the S&P 500 Index while minimizing the amount of additional risk relative to the benchmark. The Fund can be used as a long-term allocation to large cap stocks that complements other style-specific strategies within a diversified asset allocation strategy.
      Our investment process integrates the following key steps:
n Universe development
n Stock rankings
n Risk assessment
n Portfolio construction
n Trading
     While the companies included in the S&P 500 Index are used as a general guide for developing the Fund’s investable universe, non-benchmark stocks may also be considered. Each stock in the universe is evaluated on four factors: company earnings momentum, price trend, management action and relative
valuation. The scores from these four factors are combined to arrive at an overall alpha score (excess return forecast) for each stock. Each alpha score is relative to the other securities within the same industry. Stocks are also evaluated on a multitude of other factors to develop a stock-specific risk forecast and transaction cost forecast.
      We then incorporate the alpha forecast, risk forecast and transaction cost forecast using an optimizer (a software tool) to build a portfolio that we believe is an optimal balance of the stocks’ potential risk and return. This portfolio is constructed according to certain constraints to increase the probability that the Fund’s relative performance and volatility remain within strategy guidelines. We continually monitor the portfolio and the overall investment process is repeated on a monthly basis to determine which companies should be bought or sold.
      In terms of risk management, we seek to minimize any style biases in the portfolio. Active managers typically add


value in one of, or a combination of, four areas: beta bias (relative volatility), style bias, stock selection and sector/industry over- and underweight. We attempt to add value through our stock selection decisions. Consequently, our risk management process seeks to neutralize the Fund’s exposure relative to the benchmark with regard to beta, style and sector/industry exposures.
 
Market conditions and your Fund
Over the past year investors were optimistic about the prospect of an improving economy given accommodative monetary policy, fiscal stimulus and improving strength in the manufacturing sector. However, optimism turned to pessimism when there was little good news to counter the seeds of economic troubles planted in the first quarter, which were already weighing heavily on the market. Within the U.S., waning consumer confidence, worsening employment outlook and continued pressures in the financial sector confirmed that economic growth was stalling. Internationally, concerns arose from news of slowing economic growth in China and ongoing concerns about debt burdens in the southern eurozone, despite support from their northern peers. With little positive news to support the market, steady gains became steep losses.
      At the beginning of the 12-month period covered by this report, riskier assets outperformed securities considered safe havens, such as U.S. Treasury securities. This trend continued through the middle of April 2010. However, renewed credit problems overseas and the market correction that occurred in May and continued into August created a more uncertain environment — prompting many investors to favor potential safety over risk. Although recent market volatility created challenges, it also created some investment opportunities as companies with positive fundamentals became more attractively valued.


 
Portfolio Composition
By sector
         
Information Technology
    20.3 %
 
Consumer Discretionary
    15.9  
 
Financials
    13.4  
 
Health Care
    12.8  
 
Energy
    12.4  
 
Consumer Staples
    8.6  
 
Telecommunication Services
    5.3  
 
Materials
    4.5  
 
Industrials
    2.7  
 
Utilities
    1.6  
 
U.S. Treasury Bills, Money Market Funds
Plus Other Assets Less Liabilities
    2.5  
 
Top 10 Equity Holdings*
                 
 
 
  1.    
Exxon Mobil Corp.
    4.8 %
 
  2.    
Procter & Gamble Co.
    3.8  
 
  3.    
Microsoft Corp.
    3.8  
 
  4.    
AT&T Inc.
    3.7  
 
  5.    
International Business Machines Corp.
    3.6  
 
  6.    
Chevron Corp.
    2.9  
 
  7.    
Apple Inc.
    2.9  
 
  8.    
Wal-Mart Stores, Inc.
    2.5  
 
  9.    
American Express Co.
    2.4  
 
  10.    
Hewlett-Packard Co.
    2.4  
 
Total Net Assets   $84.6 million
     
Total Number of Holdings*   77
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Structured Core Fund


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     All sectors — aside from financials — posted positive performance for the reporting period as equity markets rallied through the first quarter of 2010 and in July 2010. All investment styles posted positive returns, with mid-cap stocks generally outperforming large-cap stocks and growth stocks generally outpacing value stocks for the period.
     Regarding the results of the Invesco Structured Core Fund, it’s important to understand our investment process to better evaluate the drivers of our relative performance versus the benchmark. We generally evaluate performance based on the effect of our stock selection and risk management process.
     Our stock selection model, based on the four factors (company earnings momentum, price trend, management action and relative value) that make up our alpha (excess return) forecast for stocks in our investment universe, was a detractor from Fund performance. However, when selecting Fund holdings we also take into account our risk and transaction cost forecasts. We use our optimization software to assist in making investment decisions, based on risk and transaction cost forecasts, as well as our alpha forecast. Consequently, while our stock selection model may identify a stock with an attractive alpha forecast, the optimizer may indicate that its transaction costs are too high and/or its risk level is unacceptable. Placing more of an emphasis on transaction costs and potential risk in making stock selections may benefit or detract from Fund performance. For the fiscal year, it augmented our results.
     Sectors that generated positive returns over the Fund’s fiscal year included consumer staples, consumer discretionary, materials and telecommunication services. Stock selection within the financial sector was also a contributor. The health care, industrials, information technology (IT) and utilities sectors detracted from overall performance.
     From an individual stock perspective, Ford, RadioShack and Home Depot were top contributors within the consumer discretionary sector. RadioShack is no longer held by the Fund. In August 2010, Ford completed the sale of its Swedish Volvo Car unit and related assets to China’s Zhejiang Geely Holding Group (not a Fund holding).
     Fund holdings in the health care sector, such as Pfizer and Amgen detracted from performance. On Oct. 15, 2009, Pfizer completed its acquisition of Wyeth. In December 2009, Durata Therapeutics acquired Vicuron Pharmaceuticals from Pfizer. Wyeth, Durata Therapuetics and Vicuron Pharmaceuticals are not Fund
holdings. Fund holdings in IT, such as Hewlett-Packard, also detracted from performance. The CEO of Hewlett-Packard resigned at the end of the reporting period.
     The Fund’s investment model underperformed the benchmark index due to the absence of an established trend in favor of our stock selection factors. During the reporting period, our model had limited predictive ability because our highest-ranked stocks underperformed our lowest-ranked stocks. The sharp sell-off in the stock market created particular challenges for our price trend model since the positive trend established in March 2009 reversed significantly over the past few months. On a positive note, companies that were attractively priced based on earnings potential outperformed their peers in August, which partly offset weakness in the investment model. As part of implementing this strategy, the Fund may use derivatives, such as futures contracts to better manage our market exposure. The use of derivatives during the period was successful.
     While the global economy appeared more stable entering 2010 than it did the prior year, forecasting the future direction of the economy remains extremely challenging. The bursting of the U.S. housing bubble, rising unemployment and increasing taxation may likely impede future economic growth, while massive fiscal and monetary stimulus may promote economic growth.
     In a world of moderate but positive economic growth, low inflation and prolonged government liquidity support, we believe the potential for equities may exist. Additionally, valuations remain reasonable by historical standards, especially after the pullback during the second quarter of 2010.
     We welcome new investors who joined the Fund during the fiscal year and would like to thank all of our shareholders for your investment in Invesco Structured Core Fund.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
Ralph Coutant
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Core Fund. Mr. Coutant joined Invesco in 1999. He earned a B.S. in business administration from the University of New Hampshire.
Lawson McWhorter
Portfolio manager, is manager of Invesco Structured Core Fund. Mr. McWhorter joined Invesco in 2005. He began his investment career in 1994. Mr. McWhorter earned a B.A. with cum laude honors from Davidson College. He is a Chartered Market Technician.
Glen Murphy
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Core Fund. Mr. Murphy joined Invesco in 1995. He earned a B.A. in business administration from the University of Massachusetts at Amherst and an M.S. in finance from Boston College.
Anthony Shufflebotham
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Core Fund. Mr. Shufflebotham joined Invesco in 1998. He earned a B.S. in economics, accounting and finance from Oxford Brookes University and an M.S. in finance from Boston College.
Anne Unflat
Portfolio manager, is manager of Invesco Structured Core Fund. Ms. Unflat began her investment career in 1988. She graduated magna cum laude from Queens College with a B.A. in economics. She earned an M.B.A. in finance from St. John’s University.


5   Invesco Structured Core Fund


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund and Index data from 3/31/06
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
      The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index
results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
 


6   Invesco Structured Core Fund


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
             
Class A Shares
 
Inception (3/31/06)     -5.76 %
 
 1
  Year     -6.56  
 
 
Class B Shares
 
Inception (3/31/06)     -5.57 %
 
 1
  Year     -6.73  
 
 
Class C Shares
 
Inception (3/31/06)     -5.23 %
 
 1
  Year     -2.82  
 
 
Class R Shares
 
Inception (3/31/06)     -4.75 %
 
 1
  Year     -1.30  
 
 
Class Y Shares
 
Inception     -4.39 %
 
 1
  Year     -0.85  
 
Investor Class Shares
 
Inception     -4.48 %
 
 1
  Year     -1.07  
 
Institutional Class Shares
 
Inception (3/31/06)     -4.27 %
 
 1
  Year     -0.83  
Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     Investor Class shares incepted on April 25, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
             
Class A Shares
 
Inception (3/31/06)     -6.05 %
 
 1
  Year     3.41  
 
 
Class B Shares
 
Inception (3/31/06)     -5.82 %
 
 1
  Year     3.56  
 
 
Class C Shares
 
Inception (3/31/06)     -5.50 %
 
 1
  Year     7.39  
 
 
Class R Shares
 
Inception (3/31/06)     -5.00 %
 
 1
  Year     9.04  
 
 
Class Y Shares
 
Inception     -4.67 %
 
 1
  Year     9.65  
 
Investor Class Shares
 
Inception     -4.76 %
 
 1
  Year     9.40  
 
Institutional Class Shares
 
Inception (3/31/06)     -4.51 %
 
 1
  Year     -9.65  
recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares was 1.01%, 1.76%, 1.76%, 1.26%, 0.76%, 1.01%, and 0.76%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares was 1.30, 2.05%, 2.05%, 1.55%, 1.05%, 1.30% and 0.90%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Investor Class and Institutional
Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
      Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least December 31, 2011. See current prospectus for more information.


7   Invesco Structured Core Fund


Table of Contents

 
Invesco Structured Core Fund’s investment objective is long-term growth of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available only to certain investors. Please see the prospectus for more information.
 
n   All Investor Class shares are closed to new investors. Contact your financial adviser about purchasing other share classes.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
n   Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
n   Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
 
n   The Fund may use enhanced investment techniques such as derivatives. The principal risk of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are subject to counterparty risk — the risk that the other party will not complete the transaction with the Fund.
 
n   The Fund may invest a large percent-age of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
n   The Lipper Large-Cap Core Funds Index is an unmanaged index considered representative of large-cap core funds tracked by Lipper.
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally organized according to the Global Industry Classification Standard, which was developed by and is the exclusive property and service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   SCAUX
Class B Shares   SBCUX
Class C Shares   SCCUX
Class R Shares   SCRUX
Class Y Shares   SCAYX
Investor Class Shares   SCNUX
Institutional Class Shares   SCIUX


8   Invesco Structured Core Fund


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–97.48%
 
       
 
Airlines–0.37%
 
       
Delta Air Lines, Inc.(b)
    30,200     $ 315,892  
 
 
Apparel Retail–1.37%
 
       
Gap, Inc. (The)
    68,700       1,160,343  
 
 
Apparel, Accessories & Luxury Goods–0.55%
 
       
Jones Apparel Group, Inc.
    30,000       461,400  
 
 
Auto Parts & Equipment–0.12%
 
       
Magna International Inc. (Canada)
    1,300       101,101  
 
 
Automobile Manufacturers–2.30%
 
       
Ford Motor Co.(b)
    172,100       1,943,009  
 
 
Biotechnology–2.37%
 
       
Amgen Inc.(b)
    39,300       2,005,872  
 
 
Cable & Satellite–0.13%
 
       
Comcast Corp.–Class A
    6,200       106,144  
 
 
Casinos & Gaming–0.29%
 
       
Las Vegas Sands Corp.(b)
    8,600       243,638  
 
 
Communications Equipment–0.19%
 
       
Tellabs, Inc.
    22,200       157,620  
 
 
Computer Hardware–5.52%
 
       
Apple Inc.(b)
    10,100       2,458,037  
 
Dell Inc.(b)
    16,100       189,497  
 
Hewlett-Packard Co.
    52,500       2,020,200  
 
              4,667,734  
 
 
Computer Storage & Peripherals–3.41%
 
       
Lexmark International, Inc.–Class A(b)
    32,700       1,144,173  
 
SanDisk Corp.(b)
    37,800       1,256,472  
 
Seagate Technology (Ireland)(b)
    47,500       481,175  
 
              2,881,820  
 
 
Construction, Farm Machinery & Heavy Trucks–0.99%
 
       
Joy Global Inc.
    3,300       187,242  
 
Oshkosh Corp.(b)
    26,000       646,880  
 
              834,122  
 
 
Consumer Finance–4.05%
 
       
American Express Co.
    50,800       2,025,396  
 
Capital One Financial Corp.
    36,900       1,397,034  
 
              3,422,430  
 
 
Data Processing & Outsourced Services–0.55%
 
       
Visa Inc.–Class A
    6,700       462,166  
 
 
Department Stores–1.98%
 
       
Macy’s, Inc.
    86,200       1,675,728  
 
 
Diversified Banks–1.24%
 
       
Wells Fargo & Co.
    44,700       1,052,685  
 
 
Diversified Metals & Mining–2.65%
 
       
Freeport-McMoRan Copper & Gold Inc.
    14,200       1,022,116  
 
Titanium Metals Corp.(b)
    67,200       1,217,664  
 
              2,239,780  
 
 
Education Services–0.40%
 
       
Career Education Corp.(b)
    19,400       340,082  
 
 
Electronic Manufacturing Services–0.64%
 
       
Flextronics International Ltd. (Singapore)(b)
    110,500       544,765  
 
 
Footwear–0.56%
 
       
Crocs, Inc.(b)
    37,800       472,500  
 
 
General Merchandise Stores–0.50%
 
       
Target Corp.
    8,300       424,628  
 
 
Health Care Distributors–0.12%
 
       
Cardinal Health, Inc.
    3,500       104,860  
 
 
Home Improvement Retail–0.95%
 
       
Home Depot, Inc. (The)
    28,900       803,709  
 
 
Homebuilding–3.06%
 
       
D.R. Horton, Inc.
    144,000       1,477,440  
 
Lennar Corp.–Class A
    84,600       1,114,182  
 
              2,591,622  
 
 
Household Products–3.79%
 
       
Procter & Gamble Co. (The)
    53,700       3,204,279  
 
 
Hypermarkets & Super Centers–2.54%
 
       
Wal-Mart Stores, Inc.
    42,900       2,151,006  
 
 
Independent Power Producers & Energy Traders–1.56%
 
       
Constellation Energy Group Inc.
    45,000       1,319,850  
 
 
Industrial Conglomerates–0.69%
 
       
General Electric Co.
    40,300       583,544  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Structured Core Fund


Table of Contents

                 
    Shares   Value
 
 
Industrial Machinery–0.68%
 
       
Illinois Tool Works Inc.
    6,300     $ 259,938  
 
Ingersoll-Rand PLC (Ireland)
    1,400       45,542  
 
Parker Hannifin Corp.
    4,500       266,220  
 
              571,700  
 
 
Integrated Oil & Gas–10.67%
 
       
Chevron Corp.
    33,600       2,491,776  
 
ConocoPhillips
    26,100       1,368,423  
 
Exxon Mobil Corp.
    68,600       4,058,376  
 
Occidental Petroleum Corp.
    15,100       1,103,508  
 
              9,022,083  
 
 
Integrated Telecommunication Services–4.64%
 
       
AT&T Inc.
    115,600       3,124,668  
 
Verizon Communications Inc.
    27,100       799,721  
 
              3,924,389  
 
 
Internet Software & Services–0.21%
 
       
Akamai Technologies, Inc.(b)
    1,000       46,070  
 
AOL Inc.(b)
    6,100       135,542  
 
              181,612  
 
 
IT Consulting & Other Services–3.57%
 
       
International Business Machines Corp.
    24,500       3,019,135  
 
 
Life & Health Insurance–2.65%
 
       
Aflac, Inc.
    16,200       765,450  
 
Prudential Financial, Inc.
    29,200       1,476,644  
 
              2,242,094  
 
 
Managed Health Care–3.94%
 
       
Humana Inc.(b)
    27,600       1,319,004  
 
UnitedHealth Group Inc.
    63,400       2,011,048  
 
              3,330,052  
 
 
Movies & Entertainment–2.02%
 
       
Time Warner Inc.
    57,000       1,708,860  
 
 
Multi-Line Insurance–0.44%
 
       
Assurant, Inc.
    10,100       369,256  
 
 
Oil & Gas Equipment & Services–1.78%
 
       
National Oilwell Varco Inc.
    40,100       1,507,359  
 
 
Other Diversified Financial Services–0.08%
 
       
JPMorgan Chase & Co.
    1,800       65,448  
 
 
Packaged Foods & Meats–0.14%
 
       
Tyson Foods, Inc.–Class A
    7,300       119,574  
 
 
Paper Products–1.83%
 
       
International Paper Co.
    67,900       1,389,234  
 
MeadWestvaco Corp.
    7,200       156,672  
 
              1,545,906  
 
 
Pharmaceuticals–6.38%
 
       
Bristol-Myers Squibb Co.
    6,700       174,736  
 
Eli Lilly and Co.
    54,000       1,812,240  
 
Forest Laboratories, Inc.(b)
    10,000       272,900  
 
Johnson & Johnson
    29,800       1,699,196  
 
Pfizer Inc.
    90,100       1,435,293  
 
              5,394,365  
 
 
Property & Casualty Insurance–4.19%
 
       
Berkshire Hathaway Inc.–Class B(b)
    14,500       1,142,310  
 
Travelers Cos., Inc. (The)
    23,000       1,126,540  
 
XL Group PLC (Ireland)
    71,000       1,271,610  
 
              3,540,460  
 
 
Publishing–1.67%
 
       
Gannett Co., Inc.
    107,000       1,293,630  
 
McGraw-Hill Cos., Inc. (The)
    4,300       118,895  
 
              1,412,525  
 
 
Regional Banks–0.76%
 
       
Fifth Third Bancorp
    32,800       362,440  
 
PNC Financial Services Group, Inc.
    5,500       280,280  
 
              642,720  
 
 
Semiconductors–2.39%
 
       
Intel Corp.
    46,400       822,208  
 
Micron Technology, Inc.(b)
    185,200       1,197,318  
 
              2,019,526  
 
 
Systems Software–3.78%
 
       
Microsoft Corp.
    136,200       3,197,976  
 
 
Tobacco–2.15%
 
       
Philip Morris International Inc.
    35,300       1,815,832  
 
 
Wireless Telecommunication Services–0.62%
 
       
Sprint Nextel Corp.(b)
    129,600       528,768  
 
Total Common Stocks (Cost $81,649,400)
            82,431,969  
 
                 
    Principal
   
    Amount    
 
U.S. Treasury Bills–0.47%
 
       
0.08%, 09/16/10 (Cost $399,987)(c)(d)
  $ 400,000       399,987  
 
                 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Money Market Funds–1.87%
 
       
Liquid Assets Portfolio–Institutional Class(e)
    790,367     $ 790,367  
 
Premier Portfolio–Institutional Class(e)
    790,367       790,367  
 
Total Money Market Funds (Cost $1,580,734)
            1,580,734  
 
TOTAL INVESTMENTS–99.82% (Cost $83,630,121)
            84,412,690  
 
OTHER ASSETS LESS LIABILITIES–0.18%
            150,038  
 
NET ASSETS–100.00%
          $ 84,562,728  
 
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(d) All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1I and Note 4.
(e) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $82,049,387)
  $ 82,831,956  
 
Investments in affiliated money market funds, at value and cost
    1,580,734  
 
Total investments, at value (Cost $83,630,121)
    84,412,690  
 
Receivables for:
       
Variation margin
    6,375  
 
Fund shares sold
    17,772  
 
Dividends
    246,627  
 
Fund expenses absorbed
    19,066  
 
Investment for trustee deferred compensation and retirement plans
    16,697  
 
Other assets
    29,141  
 
Total assets
    84,748,368  
 
 
Liabilities:
 
Payables for:
       
Fund shares reacquired
    9,108  
 
Accrued fees to affiliates
    89,626  
 
Accrued other operating expenses
    51,258  
 
Trustee deferred compensation and retirement plans
    35,648  
 
Total liabilities
    185,640  
 
Net assets applicable to shares outstanding
  $ 84,562,728  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 118,176,474  
 
Undistributed net investment income
    1,010,448  
 
Undistributed net realized gain (loss)
    (35,333,171 )
 
Unrealized appreciation
    708,977  
 
    $ 84,562,728  
 
 
Net Assets:
 
Class A
  $ 1,265,394  
 
Class B
  $ 173,427  
 
Class C
  $ 218,928  
 
Class R
  $ 1,334,730  
 
Class Y
  $ 142,318  
 
Investor Class
  $ 69,634,559  
 
Institutional Class
  $ 11,793,372  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    201,071  
 
Class B
    27,862  
 
Class C
    35,216  
 
Class R
    212,853  
 
Class Y
    22,520  
 
Investor Class
    11,025,674  
 
Institutional Class
    1,865,523  
 
Class A:
       
Net asset value per share
  $ 6.29  
 
Maximum offering price per share
       
(Net asset value of $6.29 divided by 94.50%)
  $ 6.66  
 
Class B:
       
Net asset value and offering price per share
  $ 6.22  
 
Class C:
       
Net asset value and offering price per share
  $ 6.22  
 
Class R:
       
Net asset value and offering price per share
  $ 6.27  
 
Class Y:
       
Net asset value and offering price per share
  $ 6.32  
 
Investor Class:
       
Net asset value and offering price per share
  $ 6.32  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 6.32  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends (net of foreign withholding taxes of $784)
  $ 2,083,861  
 
Dividends from affiliated money market funds
    3,011  
 
Interest
    4,264  
 
Total investment income
    2,091,136  
 
 
Expenses:
 
Advisory fees
    648,644  
 
Administrative services fees
    50,000  
 
Custodian fees
    8,264  
 
Distribution fees:
       
Class A
    4,405  
 
Class B
    1,953  
 
Class C
    3,120  
 
Class R
    5,098  
 
Investor Class
    211,200  
 
Transfer agent fees — A, B, C, R, Y and Investor
    200,799  
 
Transfer agent fees — Institutional
    15,150  
 
Trustees’ and officers’ fees and benefits
    23,400  
 
Registration and filing fees
    80,027  
 
Other
    91,865  
 
Total expenses
    1,343,925  
 
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)
    (311,070 )
 
Net expenses
    1,032,855  
 
Net investment income
    1,058,281  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain from:
       
Investment securities
    3,018,197  
 
Futures contracts
    472,575  
 
      3,490,772  
 
Change in net unrealized appreciation (depreciation) of:
       
Investment securities
    (3,698,593 )
 
Futures contracts
    (329,253 )
 
      (4,027,846 )
 
Net realized and unrealized gain (loss)
    (537,074 )
 
Net increase in net assets resulting from operations
  $ 521,207  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 1,058,281     $ 2,056,728  
 
Net realized gain (loss)
    3,490,772       (36,093,131 )
 
Change in net unrealized appreciation (depreciation)
    (4,027,846 )     1,575,545  
 
Net increase (decrease) in net assets resulting from operations
    521,207       (32,460,858 )
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (34,312 )     (19,375 )
 
Class B
    (1,066 )     (2,573 )
 
Class C
    (1,841 )     (12,547 )
 
Class R
    (11,562 )     (451 )
 
Class Y
    (4,053 )     (2,630 )
 
Investor Class
    (1,552,566 )     (824,995 )
 
Institutional Class
    (446,319 )     (224,782 )
 
Total distributions from net investment income
    (2,051,719 )     (1,087,353 )
 
 
Distributions to shareholders from net realized gains:
 
       
Class A
          (370,361 )
 
Class B
          (62,258 )
 
Class C
          (303,605 )
 
Class R
          (9,308 )
 
Class Y
          (47,948 )
 
Investor Class
          (15,770,612 )
 
Institutional Class
          (3,572,911 )
 
Total distributions from net realized gains
          (20,137,003 )
 
 
Share transactions–net:
 
       
Class A
    (342,045 )     1,091,808  
 
Class B
    (35,338 )     127,039  
 
Class C
    (31,677 )     369,562  
 
Class R
    1,396,013       37,691  
 
Class Y
    (67,812 )     283,846  
 
Investor Class
    (17,874,581 )     (4,831,505 )
 
Institutional Class
    (10,123,792 )     2,149,035  
 
Net increase (decrease) in net assets resulting from share transactions
    (27,079,232 )     (772,524 )
 
Net increase (decrease) in net assets
    (28,609,744 )     (54,457,738 )
 
 
Net assets:
 
       
Beginning of year
    113,172,472       167,630,210  
 
End of year (includes undistributed net investment income of $1,010,448 and $2,006,339, respectively)
  $ 84,562,728     $ 113,172,472  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Structured Core Fund, formerly AIM Structured Core Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  The Fund’s investment objective is long-term growth of capital.
  The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class. Investor Class shares of the Fund are offered only to certain grandfathered investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y, Investor Class and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
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B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
 
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J. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $250 million
    0 .60%
 
Next $250 million
    0 .575%
 
Next $500 million
    0 .55%
 
Next $1.5 billion
    0 .525%
 
Next $2.5 billion
    0 .50%
 
Next $2.5 billion
    0 .475%
 
Next $2.5 billion
    0 .45%
 
Over $10 billion
    0 .425%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 1.00%, 1.75%, 1.75%, 1.25%, 0.75%, 1.00% and 0.75% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2011.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees $94,972 and reimbursed class level expenses of $4,003, $443, $709, $2,316, $431, $191,907 and $15,150 of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
  At the request of the Trustees of the Trust, Invesco Ltd. agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the Invesco Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended August 31, 2010, Invesco Ltd. reimbursed expenses of the Fund in the amount of $150.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Investor Class shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares, 0.50% of the average daily net assets of Class R shares and 0.25% of the average daily net assets of Investor Class shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance
 
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to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $817 in front-end sales commissions from the sale of Class A shares and $0, $18 and $45 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 84,012,703     $     $     $ 84,012,703  
 
U.S. Treasury Securities
          399,987             399,987  
 
    $ 84,012,703     $ 399,987     $     $ 84,412,690  
 
Futures*
          (73,592 )           (73,592 )
 
Total Investments
  $ 84,012,703     $ 326,395     $     $ 84,339,098  
 
Unrealized appreciation (depreciation).
 
NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Market risk
               
Futures contracts(a)
  $     $ (73,592 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable is reported within the Statement of Assets & Liabilities.
 
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Effect of Derivative Instruments for the year ended August 31, 2010
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
         
    Location of Gain (Loss) on
    Statement of Operations
    Futures*
 
Realized Gain
       
Market risk
  $ 472,575  
 
Change in Unrealized Appreciation (Depreciation)
       
Market risk
    (329,253 )
 
Total
  $ 143,322  
 
The average value of futures outstanding during the period was $2,563,610.
 
                                 
Open Futures Contracts
                Unrealized
    Number of
  Month/
      Appreciation
Contract   Contracts   Commitment   Value   (Depreciation)
 
Chicago Mercantile Exchange E-Mini S&P 500 Index
    36       September-2010/Long     $ 1,886,940     $ (73,592 )
 
 
NOTE 5—Expense Offset Arrangement(s)
 
The expense offset arrangements is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2010, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $989.
 
NOTE 6—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  During the year ended August 31, 2010, the Fund paid legal fees of $2,985 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.
 
NOTE 7—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 8—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 2,051,719     $ 1,093,885  
 
Long-term capital gain
          20,130,471  
 
Total distributions
  $ 2,051,719     $ 21,224,356  
 
 
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Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 1,045,777  
 
Net unrealized appreciation — investments
    243,267  
 
Temporary book/tax differences
    (35,329 )
 
Post-October deferrals
    (514,041 )
 
Capital loss carryforward
    (34,353,420 )
 
Shares of beneficial interest
    118,176,474  
 
Total net assets
  $ 84,562,728  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 9,871,752  
 
August 31, 2018
    24,481,668  
 
Total capital loss carryforward
  $ 34,353,420  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 9—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $73,742,858 and $99,457,051, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 7,051,573  
 
Aggregate unrealized (depreciation) of investment securities
    (6,808,306 )
 
Net unrealized appreciation of investment securities
  $ 243,267  
 
Cost of investments for tax purposes is $84,169,423.
 
NOTE 10—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of Real Estate Investment Trust distributions, on August 31, 2010, undistributed net investment income was decreased by $2,453 and undistributed net realized gain (loss) was increased by $2,453. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 11—Share Information
 
 
                                 
    Summary of Share Activity
 
    Years ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    128,789     $ 869,022       441,071     $ 2,793,780  
 
Class B
    5,802       38,360       50,732       325,326  
 
Class C
    19,734       129,647       311,615       2,058,767  
 
Class R
    208,043       1,443,352       7,372       43,440  
 
Class Y(b)
    1,829       12,203       38,159       313,750  
 
Investor Class
    1,072,097       7,343,739       1,882,307       11,430,231  
 
Institutional Class
    176,429       1,207,236       627,262       3,748,959  
 
Issued as reinvestment of dividends:
                               
Class A
    4,968       33,784       68,237       384,176  
 
Class B
    157       1,066       11,638       64,826  
 
Class C
    262       1,773       56,301       313,598  
 
Class R
    1,703       11,562       1,736       9,759  
 
Class Y
    594       4,053       8,968       50,578  
 
Investor Class
    221,069       1,509,898       2,840,248       16,047,399  
 
Institutional Class
    65,443       446,320       673,350       3,797,693  
 
Automatic conversion of Class B shares to Class A shares:
                               
Class A
    2,729       18,856       5,525       31,109  
 
Class B
    (2,755 )     (18,856 )     (5,596 )     (31,109 )
 
Reacquired:
                               
Class A(b)
    (185,339 )     (1,263,707 )     (361,111 )     (2,117,257 )
 
Class B
    (8,460 )     (55,908 )     (40,515 )     (232,004 )
 
Class C
    (24,579 )     (163,097 )     (353,556 )     (2,002,803 )
 
Class R
    (8,840 )     (58,901 )     (2,550 )     (15,508 )
 
Class Y
    (12,379 )     (84,068 )     (14,651 )     (80,482 )
 
Investor Class(b)
    (3,918,195 )     (26,728,218 )     (4,899,493 )     (32,309,135 )
 
Institutional Class
    (1,779,103 )     (11,777,348 )     (863,365 )     (5,397,617 )
 
Net increase (decrease) in share activity
    (4,030,002 )   $ (27,079,232 )     483,684     $ (772,524 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 14% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b) Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A and Investor Class shares into Class Y shares of the Fund:
 
                 
    Class Shares   Amount
 
Class Y
    35,513     $ 294,403  
 
Class A
    (2,881 )     (23,882 )
 
Investor Class
    (32,593 )     (270,521 )
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 12—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
  Net
  (losses) on
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  investment
  securities (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income (loss)
   
    beginning
  income
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   (loss)   unrealized)   operations   income   gains   Distributions   of period   Return(a)   (000s omitted)   absorbed   absorbed   net assets   turnover(b)
 
Class A
Year ended 08/31/10   $ 6.47     $ 0.06 (c)   $ (0.12 )   $ (0.06 )   $ (0.12 )   $     $ (0.12 )   $ 6.29       (1.07 )%   $ 1,265       1.00 %(d)     1.31 %(d)     0.93 %(d)     71 %
Year ended 08/31/09     9.89       0.11 (c)     (2.16 )     (2.05 )     (0.07 )     (1.30 )     (1.37 )     6.47       (18.66 )     1,618       0.66       1.29       1.85       77  
Year ended 08/31/08     11.19       0.14 (c)     (1.37 )     (1.23 )     (0.02 )     (0.05 )     (0.07 )     9.89       (11.03 )     951       0.75       1.93       1.34       118  
Year ended 08/31/07     10.19       0.08 (c)     1.10       1.18       (0.18 )           (0.18 )     11.19       11.60       1,532       1.02       6.88       0.67       79  
Year ended 08/31/06(e)     10.00       0.04       0.15       0.19                         10.19       1.90       985       1.06 (f)     10.44 (f)     0.95 (f)     25  
 
Class B
Year ended 08/31/10     6.37       0.01 (c)     (0.13 )     (0.12 )     (0.03 )           (0.03 )     6.22       (1.85 )     173       1.75 (d)     2.06 (d)     0.18 (d)     71  
Year ended 08/31/09     9.79       0.06 (c)     (2.13 )     (2.07 )     (0.05 )     (1.30 )     (1.35 )     6.37       (19.10 )     211       1.41       2.04       1.10       77  
Year ended 08/31/08     11.14       0.06 (c)     (1.36 )     (1.30 )           (0.05 )     (0.05 )     9.79       (11.71 )     165       1.50       2.68       0.59       118  
Year ended 08/31/07     10.16       (0.01 )(c)     1.10       1.09       (0.11 )           (0.11 )     11.14       10.74       847       1.77       7.63       (0.08 )     79  
Year ended 08/31/06(e)     10.00       0.01       0.15       0.16                         10.16       1.60       640       1.81 (f)     11.19 (f)     0.20 (f)     25  
 
Class C
Year ended 08/31/10     6.37       0.01 (c)     (0.13 )     (0.12 )     (0.03 )           (0.03 )     6.22       (1.85 )     219       1.75 (d)     2.06 (d)     0.18 (d)     71  
Year ended 08/31/09     9.79       0.06 (c)     (2.13 )     (2.07 )     (0.05 )     (1.30 )     (1.35 )     6.37       (19.10 )     254       1.41       2.04       1.10       77  
Year ended 08/31/08     11.14       0.06 (c)     (1.36 )     (1.30 )           (0.05 )     (0.05 )     9.79       (11.71 )     249       1.50       2.68       0.59       118  
Year ended 08/31/07     10.16       (0.01 )(c)     1.10       1.09       (0.11 )           (0.11 )     11.14       10.74       1,043       1.77       7.63       (0.08 )     79  
Year ended 08/31/06(e)     10.00       0.01       0.15       0.16                         10.16       1.60       625       1.81 (f)     11.19 (f)     0.20 (f)     25  
 
Class R
Year ended 08/31/10     6.45       0.05 (c)     (0.12 )     (0.07 )     (0.11 )           (0.11 )     6.27       (1.30 )     1,335       1.25 (d)     1.56 (d)     0.68 (d)     71  
Year ended 08/31/09     9.86       0.10 (c)     (2.15 )     (2.05 )     (0.06 )     (1.30 )     (1.36 )     6.45       (18.70 )     77       0.91       1.54       1.60       77  
Year ended 08/31/08     11.17       0.11 (c)     (1.37 )     (1.26 )           (0.05 )     (0.05 )     9.86       (11.32 )     53       1.00       2.18       1.09       118  
Year ended 08/31/07     10.18       0.05 (c)     1.10       1.15       (0.16 )           (0.16 )     11.17       11.33       684       1.27       7.13       0.42       79  
Year ended 08/31/06(e)     10.00       0.03       0.15       0.18                         10.18       1.80       611       1.31 (f)     10.69 (f)     0.70 (f)     25  
 
Class Y
Year ended 08/31/10     6.50       0.08 (c)     (0.13 )     (0.05 )     (0.13 )           (0.13 )     6.32       (0.85 )     142       0.75 (d)     1.06 (d)     1.18 (d)     71  
Year ended 08/31/09(e)     8.29       0.12 (c)     (0.54 )     (0.42 )     (0.07 )     (1.30 )     (1.37 )     6.50       (2.50 )     211       0.43 (f)     1.07 (f)     2.08 (f)     77  
 
Investor Class
Year ended 08/31/10     6.50       0.06 (c)     (0.12 )     (0.06 )     (0.12 )           (0.12 )     6.32       (1.07 )     69,635       1.00 (d)     1.31 (d)     0.93 (d)     71  
Year ended 08/31/09     9.90       0.12 (c)     (2.15 )     (2.03 )     (0.07 )     (1.30 )     (1.37 )     6.50       (18.43 )     88,674       0.66       1.29       1.85       77  
Year ended 08/31/08(e)     10.73       0.05       (0.88 )     (0.83 )                       9.90       (7.73 )     136,838       0.60 (f)     1.10 (f)     1.49 (f)     118  
 
Institutional Class
Year ended 08/31/10     6.50       0.08 (c)     (0.12 )     (0.04 )     (0.14 )           (0.14 )     6.32       (0.83 )     11,793       0.75 (d)     0.91 (d)     1.18 (d)     71  
Year ended 08/31/09     9.91       0.13 (c)     (2.16 )     (2.03 )     (0.08 )     (1.30 )     (1.38 )     6.50       (18.32 )     22,128       0.41       0.89       2.10       77  
Year ended 08/31/08     11.21       0.16 (c)     (1.36 )     (1.20 )     (0.05 )     (0.05 )     (0.10 )     9.91       (10.79 )     29,374       0.50       1.57       1.59       118  
Year ended 08/31/07     10.20       0.10 (c)     1.10       1.20       (0.19 )           (0.19 )     11.21       11.85       942       0.77       6.55       0.92       79  
Year ended 08/31/06(e)     10.00       0.05       0.15       0.20                         10.20       2.00       612       0.80 (f)     10.14 (f)     1.21 (f)     25  
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(c) Calculated using average shares outstanding.
(d) Ratios are based on average daily net assets (000’s omitted) of $1,762, $195, $312, $1,020, $190, $84,480 and $20,148 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
(e) Commencement date of March 31, 2006 for Class A, Class B, Class C, Class R and Institutional Class shares. Commencement date for October 3, 2008 and April 25, 2008 for Class Y and Investor Class shares, respectively.
(f) Annualized.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Structured Core Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Structured Core Fund (formerly known as AIM Structured Core Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 1,080.40       $ 5.24       $ 1,020.16       $ 5.09         1.00 %
                                                             
B
      1,000.00         1,083.90         9.19         1,016.38         8.89         1.75  
                                                             
C
      1,000.00         1,083.90         9.19         1,016.38         8.89         1.75  
                                                             
R
      1,000.00         1,080.60         6.56         1,018.90         6.36         1.25  
                                                             
Y
      1,000.00         1,078.70         3.93         1,021.42         3.82         0.75  
                                                             
Investor
      1,000.00         1,078.70         5.24         1,020.16         5.09         1.00  
                                                             
Institutional
      1,000.00         1,078.70         3.93         1,021.42         3.82         0.75  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Structured Core Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses, and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investment Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the quality and efficiency of the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the additional resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
B.  Fund Performance
The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
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  The Board noted that the Fund recently began operations and that only three calendar years of comparative performance data was available. The Board compared the Fund’s performance during the past one and three calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Advisers or an Affiliated Sub-Adviser and against the Lipper Large Cap Core Funds Index. The Board noted that the performance of Class A shares of the Fund was in the fifth quintile of its performance universe for the one year period and the fourth quintile for the three year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the performance of Class A shares of the Fund was below the performance of the Index for the one and three year periods. Invesco Advisers advised the Board that the Fund was managed consistently with its mandate and that quantitative processes, such as those followed by the Fund, are typically challenged at market inflection points. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the contractual advisory fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that comparative data is as of varying dates, which may affect the comparability of data during times of market volatility.
  The Board noted that Invesco Advisers and Affiliated Sub-Advisers advise funds with comparable investment strategies in other jurisdictions; however, the Board did not consider comparisons of fees charged to those funds to be apt, as those fees may include more than investment management services.
  The Board also considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients based upon policies reviewed with the Board. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to other client accounts, including provision of administrative services, officers and office space, oversight of service providers, preparation of annual registration statement updates and financial information and regulatory compliance under the Investment Company Act of 1940, as amended. Invesco Advisers also reviewed generally the higher frequency of shareholder purchases and redemptions in the Invesco Funds relative to the flow of assets managed for other client accounts and noted that advance notice of redemptions affecting management assets is often provided to Invesco Advisers by institutional clients. Although the Board noted that the fees charged to other client accounts were often lower than the advisory fee charged by Invesco Advisers to the Fund and other Invesco Funds, the Board did note that sub-advisory fees charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts were more comparable. In light of this information, the Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from services provide to other client accounts and accordingly, the Board did not place significant weight on these fee comparisons.
  The Board noted that Invesco Advisers has contractually agreed to continue to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the effect this fee waiver would have on the Fund’s total estimated expenses.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above, the advisory fee after fee waivers and expense limitations and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes seven breakpoints, and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco
  Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
U.S. Treasury Obligations*
    0.03%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(GRAPH)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
      Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
      Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/ completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
      A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
      Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website, invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
(INVESCO LOGO)
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  SCOR-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Annual Report to Shareholders August 31, 2010
 
Invesco Structured Growth Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
14
  Notes to Financial Statements
21
  Financial Highlights
22
  Auditor’s Report
23
  Fund Expenses
24
  Approval of Investment Advisory and Sub-Advisory Agreements
26
  Tax Information
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you fi rst, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Structured Growth Fund


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Structured Growth Fund


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the fiscal year ended August 31, 2010, Class A shares of Invesco Structured Growth Fund, at net asset value (NAV), lagged the Russell 1000 Growth Index and underperformed the Lipper Large-Cap Growth Funds Index. The Fund seeks to provide long-term growth of capital by investing, normally, at least 80% of its assets in a diversified portfolio of securities of large-cap companies.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -1.86 %
 
Class B Shares
    -2.69  
 
Class C Shares
    -2.56  
 
Class R Shares
    -2.04  
 
Class Y Shares
    -1.67  
 
Institutional Class Shares
    -1.66  
 
S&P 500 Index (Broad Market Index)
    4.93  
 
Russell 1000 Growth Index(Style-Specific Index)
    6.14  
 
Lipper Large-Cap Growth Funds Index (Peer Group Index)
    4.25  
 
  Lipper Inc.

 
How we invest
We manage your Fund to provide exposure to large-cap growth equity stocks. The portfolio strives to outperform the Russell 1000 Growth Index while minimizing the amount of additional risk relative to the benchmark. The Fund can be used as a long-term allocation to large cap stocks that complements other style-specific strategies within a diversified asset allocation strategy.
     Our investment process integrates the following key steps:
n   Universe development
 
n   Stock rankings
 
n   Risk assessment
 
n   Portfolio construction
 
n   Trading
     While the companies included in the Russell 1000 Growth Index are used as a general guide for developing the Fund’s investable universe, non-benchmark stocks may also be considered. Each stock in the universe is evaluated on four
factors: company earnings momentum, price trend, management action and relative valuation. The scores from these four factors are combined to arrive at an overall alpha score (excess return forecast) for each stock. Each alpha score is relative to the other securities within the same industry. Stocks are also evaluated on a multitude of other factors to develop a stock-specific risk forecast and transaction cost forecast.
     We then incorporate the alpha forecast, risk forecast and transaction cost forecast using an optimizer (a software tool) to build a portfolio that we believe is an optimal balance of the stocks’ potential risk and return. This portfolio is constructed according to certain constraints to increase the probability that the Fund’s relative performance and volatility remain within strategy guidelines. We continually monitor the portfolio and the overall investment process is repeated on a


monthly basis to determine which companies should be bought or sold.
     In terms of risk management, we seek to minimize any style biases in the portfolio. Active managers typically add value in one of, or a combination of, four areas: beta bias (relative volatility), style bias, stock selection and sector/industry over- and underweight. We attempt to add value through our stock selection decisions. Consequently, our risk management process seeks to neutralize the Fund’s exposure relative to the benchmark with regard to beta, style and sector/industry exposures.
 
Market conditions and your Fund
Over the past year investors were optimistic about the prospect of an improving economy given accommodative monetary policy, fiscal stimulus and improving strength in the manufacturing sector. However, optimism turned to pessimism when there was little good news to counter the seeds of economic troubles planted in the first quarter, which were already weighing heavily on the market. Within the U.S., waning consumer confidence, worsening employment outlook and continued pressures in the financial sector confirmed that economic growth was stalling. Internationally, concerns arose from news of slowing economic growth in China and ongoing concerns about debt burdens in the southern eurozone, despite support from their northern peers. With little positive news to support the market, steady gains became steep losses.
     At the beginning of the 12-month period covered by this report, riskier assets outperformed securities considered safe havens, such as U.S. Treasury securities. This trend continued through the middle of April 2010. However, renewed credit problems overseas and the market correction that occurred in May and continued into August created a


 
Portfolio Composition
By sector
         
Information Technology
    26.5 %
 
Consumer Discretionary
    19.7  
 
Health Care
    15.0  
 
Consumer Staples
    11.7  
 
Energy
    10.3  
 
Industrials
    5.4  
 
Materials
    4.5  
 
Utilities
    2.6  
 
Financials
    1.6  
 
Telecommunication Services
    0.9  
 
Money Market Funds, U.S. Treasury Bills
Plus Other Assets Less Liabilities
    1.8  
 
Top 10 Equity Holdings*
                 
                 
  1.    
Exxon Mobil Corp.
    6.1 %
 
  2.    
Microsoft Corp.
    5.6  
 
  3.    
International Business Machines Corp.
    4.5  
 
  4.    
Philip Morris International, Inc.
    4.1  
 
  5.    
Hewlett-Packard Co.
    3.8  
 
  6.    
Procter & Gamble Co.
    3.7  
 
  7.    
Ford Motor Co.
    3.6  
 
  8.    
UnitedHealth Group Inc.
    3.5  
 
  9.    
Johnson & Johnson
    3.0  
 
  10.    
Apple Inc.
    3.0  
 
Total Net Assets   $68.3 million
     
Total Number of Holdings*   75
      
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Structured Growth Fund


Table of Contents

more uncertain environment — prompting many investors to favor potential safety over risk. Although recent market volatility created challenges, it also created some investment opportunities as companies with positive fundamentals became more attractively valued.
     All sectors in the Russell 1000 Growth Index — aside from energy, financials, health care and utilities — posted positive performance as equity markets rallied through the fi rst quarter of 2010 and in July 2010. All investment styles posted positive returns, with mid-cap stocks generally outperforming large-cap stocks and growth stocks generally outpacing value stocks for the period.
     Regarding the results of the Invesco Structured Growth Fund, it’s important to understand our investment process to better evaluate the drivers of our relative performance versus the benchmark. We generally evaluate performance based on the effect of our stock selection and risk management process.
     Our stock selection model, based on the four factors (company earnings momentum, price trend, management action and relative value) that make up our alpha (excess return) forecast for stocks in our investment universe, was a detractor from Fund performance. However, when selecting Fund holdings, we also take into account our risk and transaction cost forecasts. We use our optimization software to assist in making investment decisions, based on risk and transaction cost forecasts, as well as our alpha forecast. Consequently, while our stock selection model may identify a stock with an attractive alpha forecast, the optimizer may indicate that its transaction costs are too high and/or its risk level is unacceptable. Placing more of an emphasis on transaction costs and potential risk in making stock selections may benefit or detract from Fund performance. For the fiscal year, it augmented our results.
     The sectors that generated positive returns included consumer staples and health care. Additionally, stock selection within the health care sector also benefited Fund performance versus the index. The consumer discretionary, industrials and information technology (IT) sectors detracted from overall performance.
     From an individual stock perspective, Valeant Pharmaceuticals International was a top contributor within the health care sector. Valeant is a multinational specialty pharmaceutical company that develops, manufactures and markets a range of pharmaceutical products. In December 2009, the company acquired
Laboratoire Dr. Renaud and a related U.S. company, followed by the acquisition of Aton Pharma in May 2010. Valeant is no longer held by the Fund.
     Fund holdings in the IT sector, such as Hewlett-Packard and Seagate Technology detracted from performance. Hewlett-Packard is a global provider of products, technologies and software solutions and services. Their clients range from individual consumers to small- and medium-sized businesses as well as large enterprises covering government, health and education sectors. In April 2010, the company completed its acquisition of 3Com, followed by the acquisition of Palm in July 2010. As of the end of the reporting period, the CEO of Hewlett-Packard resigned.
     The Fund’s investment model underperformed the benchmark index due to the absence of an established trend in favor of our stock selection factors. During the reporting period, our model had limited predictive ability because our highest-ranked stocks underperformed our lowest-ranked stocks. The sharp sell-off in the stock market created particular challenges for our price trend model, since the positive trend established in March 2009 reversed significantly over the past few months. On a positive note, companies that were attractively priced based on earnings potential outperformed their peers in August, which partly offset weakness in the investment model. As part of implementing this strategy, the Fund may use derivatives, such as futures contracts to better manage our market exposure. The use of derivatives during the period was successful.
     While the global economy appeared more stable entering 2010 than it did the prior year, forecasting the future direction of the economy remains extremely challenging. The bursting of the U.S. housing bubble, rising unemployment and increasing taxation may likely impede future economic growth, while massive fiscal and monetary stimulus may promote economic growth.
     In a world of moderate but positive economic growth, low inflation and prolonged government liquidity support, we believe the potential for equities may exist. Additionally, valuations remain reasonable by historical standards, especially after the pullback during the second quarter of 2010.
     We welcome new investors who joined the Fund during the fiscal year and would like to thank all of our shareholders for your investment in Invesco Structured Growth Fund.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
Ralph Coutant
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Growth Fund. Mr. Coutant joined Invesco in 1999. He earned a B.S. in business administration from the University of New Hampshire.
Anthony Munchak
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Growth Fund. Mr. Munchak joined Invesco in 2000. He earned a B.S. and an M.S. in finance from Boston College and an M.B.A. from Bentley College.
Glen Murphy
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Growth Fund. Mr. Murphy joined Invesco in 1995. He earned a B.A. in business administration from the University of Massachusetts at Amherst and an M.S. in finance from Boston College.
Francis Orlando
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Growth Fund. Mr. Orlando began his investment career with Invesco in 1987. He earned a B.A. in business administration from Merrimack College and an M.B.A. from Boston University.
Anthony Shufflebotham
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Growth Fund. Mr. Shufflebotham joined Invesco in 1998. He earned a B.S. in economics, accounting and finance from Oxford Brookes University and an M.S. in finance from Boston College.


5   Invesco Structured Growth Fund


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund and index data from 3/31/06
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index
results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
 


6   Invesco Structured Growth Fund


Table of Contents

         
 
Average Annual Total Returns
       
As of 8/31/10, including maximum applicable sales
charges
 
       
Class A Shares
       
 
Inception (3/31/06)
    –5.88 %
 
1 Year
    –7.23  
 
 
       
Class B Shares
       
 
Inception (3/31/06)
    –5.80 %
 
1 Year
    –7.51  
 
 
       
Class C Shares
       
 
Inception (3/31/06)
    –5.38 %
 
1 Year
    –3.53  
 
 
       
Class R Shares
       
 
Inception (3/31/06)
    –4.88 %
 
1 Year
    –2.04  
 
 
       
Class Y Shares
       
 
Inception
    –4.59 %
 
1 Year
    –1.67  
 
 
       
Institutional Class Shares
       
 
Inception (3/31/06)
    –4.42 %
 
1 Year
    –1.66  
Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 1.01%, 1.76%, 1.76%, 1.26%, 0.76% and 0.75%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 1.50%, 2.25%,
         
 
Average Annual Total Returns
       
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
 
       
Class A Shares
       
 
Inception (3/31/06)
    –5.94 %
 
1 Year
    3.19  
 
 
       
Class B Shares
       
 
Inception (3/31/06)
    –5.82 %
 
1 Year
    3.33  
 
 
       
Class C Shares
       
 
Inception (3/31/06)
    –5.39 %
 
1 Year
    7.33  
 
 
       
Class R Shares
       
 
Inception (3/31/06)
    –4.90 %
 
1 Year
    8.87  
 
 
       
Class Y Shares
       
 
Inception
    –4.59 %
 
1 Year
    9.56  
 
 
       
Institutional Class Shares
       
 
Inception (3/31/06)
    –4.42 %
 
1 Year
    9.55  
2.25%, 1.75%, 1.25% and 0.86%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2010. See current prospectus for more information.


7   Invesco Structured Growth Fund

 


Table of Contents

Invesco Structured Growth Fund’s investment objective is long-term growth of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available only to certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
Principal risks of investing in the Fund
n   The Fund may engage in frequent trading of portfolio securities, which may result in added expenses, lower return and increased tax liability.
 
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
n   The Fund may use enhanced investment techniques such as derivatives. The principal risk of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are subject to counterparty risk — the risk that the other party will not complete the transaction with the Fund.
 
n   Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
 
n   Growth stocks tend to be more expensive relative to their earnings or assets compared with other types of stock. As a result, they tend to be more sensitive to changes in their earnings and can be more volatile.
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.
 
n   Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
 
n   The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
n   The Russell 1000® Growth Index is an unmanaged index considered representative of large-cap growth stocks. The Russell 1000 Growth Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
n   The Lipper Large-Cap Growth Funds Index is an unmanaged index considered representative of large-cap growth funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses; performance of a market index does not.
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally organized according to the Global Industry Classification Standard, which was developed by and is the exclusive property and service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
     
Class A Shares
  AASGX
Class B Shares
  BASGX
Class C Shares
  CASGX
Class R Shares
  RASGX
Class Y Shares
  AASYX
Institutional Class Shares
  IASGX

8   Invesco Structured Growth Fund

 


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–98.21%
 
       
 
Agricultural Products–0.05%
 
       
Archer-Daniels-Midland Co.
    1,100     $ 33,858  
 
 
Airlines–0.61%
 
       
Alaska Air Group, Inc.(b)
    9,400       415,762  
 
 
Apparel Retail–1.86%
 
       
Collective Brands, Inc.(b)
    10,400       134,472  
 
Gap, Inc. (The)
    53,600       905,304  
 
Limited Brands, Inc.
    9,700       228,920  
 
              1,268,696  
 
 
Apparel, Accessories & Luxury Goods–0.23%
 
       
Jones Apparel Group, Inc.
    10,200       156,876  
 
 
Auto Parts & Equipment–2.94%
 
       
Federal-Mogul Corp.(b)
    2,000       30,590  
 
TRW Automotive Holdings Corp.(b)
    57,000       1,981,320  
 
              2,011,910  
 
 
Automobile Manufacturers–3.59%
 
       
Ford Motor Co.(b)
    217,200       2,452,188  
 
 
Biotechnology–2.72%
 
       
Amgen Inc.(b)
    34,700       1,771,088  
 
PDL BioPharma Inc.
    15,400       87,164  
 
              1,858,252  
 
 
Casinos & Gaming–0.39%
 
       
Las Vegas Sands Corp.(b)
    9,400       266,302  
 
 
Communications Equipment–0.80%
 
       
InterDigital, Inc.(b)
    11,700       289,224  
 
Tellabs, Inc.
    35,900       254,890  
 
              544,114  
 
 
Computer Hardware–6.78%
 
       
Apple Inc.(b)
    8,450       2,056,476  
 
Hewlett-Packard Co.
    67,000       2,578,160  
 
              4,634,636  
 
 
Computer Storage & Peripherals–4.51%
 
       
Lexmark International, Inc.–Class A(b)
    14,200       496,858  
 
SanDisk Corp.(b)
    43,400       1,442,616  
 
Seagate Technology (Ireland)(b)
    113,000       1,144,690  
 
              3,084,164  
 
 
Construction & Engineering–0.35%
 
       
KBR, Inc.
    5,200       120,640  
 
                 
    Shares    
URS Corp.(b)
    3,300       117,711  
 
              238,351  
 
 
Construction, Farm Machinery & Heavy Trucks–2.44%
 
       
Joy Global Inc.
    9,100       516,334  
 
Oshkosh Corp.(b)
    46,300       1,151,944  
 
              1,668,278  
 
 
Consumer Electronics–2.36%
 
       
Garmin Ltd.
    60,700       1,615,227  
 
 
Consumer Finance–1.14%
 
       
American Express Co.
    19,500       777,465  
 
 
Department Stores–0.75%
 
       
Macy’s, Inc.
    26,300       511,272  
 
 
Diversified Metals & Mining–2.88%
 
       
Freeport-McMoRan Copper & Gold Inc.
    7,700       554,246  
 
Titanium Metals Corp.(b)
    77,900       1,411,548  
 
              1,965,794  
 
 
Education Services–0.53%
 
       
Career Education Corp.(b)
    20,500       359,365  
 
 
Electrical Components & Equipment–0.08%
 
       
General Cable Corp.(b)
    2,500       55,625  
 
 
Electronic Components–0.21%
 
       
Vishay Intertechnology, Inc.(b)
    18,900       145,341  
 
 
Health Care Distributors–0.73%
 
       
Cardinal Health, Inc.
    16,600       497,336  
 
 
Homebuilding–1.45%
 
       
D.R. Horton, Inc.
    63,300       649,458  
 
Lennar Corp.–Class A
    25,900       341,103  
 
              990,561  
 
 
Homefurnishing Retail–2.89%
 
       
Williams-Sonoma, Inc.
    76,200       1,978,152  
 
 
Household Products–3.70%
 
       
Procter & Gamble Co. (The)
    42,400       2,530,008  
 
 
Housewares & Specialties–0.41%
 
       
American Greetings Corp.–Class A
    14,500       279,850  
 
 
Hypermarkets & Super Centers–2.22%
 
       
Wal-Mart Stores, Inc.
    30,200       1,514,228  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Structured Growth Fund


Table of Contents

                 
    Shares   Value
 
 
Independent Power Producers & Energy Traders–2.59%
 
       
Constellation Energy Group Inc.
    60,400     $ 1,771,532  
 
 
Industrial Conglomerates–1.44%
 
       
3M Co.
    2,200       172,810  
 
Carlisle Cos. Inc.
    3,500       98,175  
 
General Electric Co.
    49,400       715,312  
 
              986,297  
 
 
Industrial Machinery–0.51%
 
       
Parker Hannifin Corp.
    5,900       349,044  
 
 
Integrated Oil & Gas–9.61%
 
       
Chevron Corp.
    21,600       1,601,856  
 
ConocoPhillips
    15,800       828,394  
 
Exxon Mobil Corp.
    69,900       4,135,284  
 
              6,565,534  
 
 
Integrated Telecommunication Services–0.77%
 
       
AT&T Inc.
    19,600       529,788  
 
 
Internet Software & Services–1.08%
 
       
Akamai Technologies, Inc.(b)
    12,000       552,840  
 
AOL Inc.(b)
    8,300       184,426  
 
              737,266  
 
 
IT Consulting & Other Services–4.49%
 
       
International Business Machines Corp.
    24,900       3,068,427  
 
 
Life & Health Insurance–0.18%
 
       
Prudential Financial, Inc.
    2,400       121,368  
 
 
Managed Health Care–6.11%
 
       
Health Net Inc.(b)
    18,900       451,332  
 
Humana Inc.(b)
    27,700       1,323,783  
 
UnitedHealth Group Inc.
    75,600       2,398,032  
 
              4,173,147  
 
 
Movies & Entertainment–0.76%
 
       
Time Warner Inc.
    17,400       521,652  
 
 
Multi-Line Insurance–0.24%
 
       
Assurant, Inc.
    4,400       160,864  
 
 
Oil & Gas Equipment & Services–0.74%
 
       
National Oilwell Varco Inc.
    13,400       503,706  
 
 
Packaged Foods & Meats–0.08%
 
       
Tyson Foods, Inc.–Class A
    3,300       54,054  
 
 
Paper Packaging–0.33%
 
       
Temple-Inland Inc.
    14,100       224,613  
 
 
Paper Products–0.54%
 
       
MeadWestvaco Corp.
    17,000       369,920  
 
 
Pharmaceuticals–5.46%
 
       
Abbott Laboratories
    1,000       49,340  
 
Eli Lilly and Co.
    35,100       1,177,956  
 
Forest Laboratories, Inc.(b)
    16,200       442,098  
 
Johnson & Johnson
    36,100       2,058,422  
 
              3,727,816  
 
 
Publishing–0.88%
 
       
Gannett Co., Inc.
    37,100       448,539  
 
McGraw-Hill Cos., Inc. (The)
    5,600       154,840  
 
              603,379  
 
 
Semiconductor Equipment–0.42%
 
       
Amkor Technology, Inc.(b)
    57,000       288,990  
 
 
Semiconductors–2.61%
 
       
Intel Corp.
    20,400       361,488  
 
Micron Technology, Inc.(b)
    220,100       1,422,947  
 
              1,784,435  
 
 
Soft Drinks–1.60%
 
       
Coca-Cola Co. (The)
    19,500       1,090,440  
 
 
Specialized Consumer Services–0.66%
 
       
Sotheby’s
    17,000       452,370  
 
 
Specialty Chemicals–0.70%
 
       
W.R. Grace & Co.(b)
    18,900       478,170  
 
 
Systems Software–5.62%
 
       
Microsoft Corp.
    163,500       3,838,980  
 
 
Tobacco–4.09%
 
       
Philip Morris International Inc.
    54,400       2,798,336  
 
 
Wireless Telecommunication Services–0.08%
 
       
Sprint Nextel Corp.(b)
    13,400       54,672  
 
Total Common Stocks & Other Equity Interests (Cost $69,469,551)
            67,108,411  
 
                 
    Principal
   
    Amount    
 
U.S. Treasury Securities–0.46%
 
       
 
U.S. Treasury Bills–0.46%
 
       
0.08%, 09/16/10 (Cost $314,990)(c)(d)
  $ 315,000     $ 314,990  
 
                 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Structured Growth Fund


Table of Contents

                 
    Shares   Value
 
 
Money Market Funds–1.26%
 
       
Liquid Assets Portfolio–Institutional Class(e)
    429,563     $ 429,563  
 
Premier Portfolio–Institutional Class(e)
    429,563       429,563  
 
Total Money Market Funds (Cost $859,126)
            859,126  
 
TOTAL INVESTMENTS–99.93% (Cost $70,643,667)
            68,282,527  
 
OTHER ASSETS LESS LIABILITIES–0.07%
            45,718  
 
NET ASSETS–100.00%
          $ 68,328,245  
 
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(d) All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1I and Note 4.
(e) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Structured Growth Fund


Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $69,784,541)
  $ 67,423,401  
 
Investments in affiliated money market funds, at value and cost
    859,126  
 
Total investments, at value (Cost $70,643,667)
    68,282,527  
 
Receivables for:
       
Variation margin
    3,200  
 
Fund shares sold
    5,939  
 
Dividends
    156,039  
 
Investment for trustee deferred compensation and retirement plans
    7,159  
 
Other assets
    25,025  
 
Total assets
    68,479,889  
 
 
Liabilities:
 
Payables for:
       
Fund shares reacquired
    81,364  
 
Accrued fees to affiliates
    4,261  
 
Accrued other operating expenses
    52,326  
 
Trustee deferred compensation and retirement plans
    13,693  
 
Total liabilities
    151,644  
 
Net assets applicable to shares outstanding
  $ 68,328,245  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 114,882,449  
 
Undistributed net investment income
    704,863  
 
Undistributed net realized gain (loss)
    (44,870,381 )
 
Unrealized appreciation (depreciation)
    (2,388,686 )
 
    $ 68,328,245  
 
 
Net Assets:
 
Class A
  $ 1,625,041  
 
Class B
  $ 217,285  
 
Class C
  $ 616,519  
 
Class R
  $ 38,334  
 
Class Y
  $ 94,661  
 
Institutional Class
  $ 65,736,405  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    211,246  
 
Class B
    28,802  
 
Class C
    81,771  
 
Class R
    4,993  
 
Class Y
    12,294  
 
Institutional Class
    8,526,291  
 
Class A:
       
Net asset value per share
  $ 7.69  
 
Maximum offering price per share
       
(Net asset value of $7.69 divided by 94.50%)
  $ 8.14  
 
Class B:
       
Net asset value and offering price per share
  $ 7.54  
 
Class C:
       
Net asset value and offering price per share
  $ 7.54  
 
Class R:
       
Net asset value and offering price per share
  $ 7.68  
 
Class Y:
       
Net asset value and offering price per share
  $ 7.70  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 7.71  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends
  $ 1,342,147  
 
Dividends from affiliated money market funds
    1,708  
 
Total investment income
    1,343,855  
 
 
Expenses:
 
Advisory fees
    482,051  
 
Administrative services fees
    50,000  
 
Custodian fees
    10,019  
 
Distribution fees:
       
Class A
    5,414  
 
Class B
    2,812  
 
Class C
    8,287  
 
Class R
    191  
 
Transfer agent fees — A, B, C, R and Y
    14,995  
 
Transfer agent fees — Institutional
    3,148  
 
Trustees’ and officers’ fees and benefits
    22,408  
 
Registration and filing fees
    68,074  
 
Professional services fees
    55,087  
 
Other
    25,834  
 
Total expenses
    748,320  
 
Less: Fees waived and expenses reimbursed
    (130,519 )
 
Net expenses
    617,801  
 
Net investment income
    726,054  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain from:
       
Investment securities
    6,959,000  
 
Futures contracts
    146,935  
 
      7,105,935  
 
Change in net unrealized appreciation (depreciation) of:
       
Investment securities
    (7,545,451 )
 
Futures contracts
    (108,803 )
 
      (7,654,254 )
 
Net realized and unrealized gain (loss)
    (548,319 )
 
Net increase in net assets resulting from operations
  $ 177,735  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    August 31,
  August 31,
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 726,054     $ 1,391,749  
 
Net realized gain (loss)
    7,105,935       (46,347,281 )
 
Change in net unrealized appreciation (depreciation)
    (7,654,254 )     4,889,892  
 
Net increase (decrease) in net assets resulting from operations
    177,735       (40,065,640 )
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (31,729 )     (9,644 )
 
Class B
    (2,785 )      
 
Class C
    (8,411 )      
 
Class R
    (474 )     (34 )
 
Class Y
    (1,248 )     (853 )
 
Institutional Class
    (1,221,174 )     (741,359 )
 
Total distributions from net investment income
    (1,265,821 )     (751,890 )
 
 
Share transactions–net:
 
       
Class A
    (861,414 )     (1,212,517 )
 
Class B
    (77,427 )     (60,118 )
 
Class C
    (350,515 )     (437,430 )
 
Class R
    9,738       10,011  
 
Class Y
    24,772       104,995  
 
Institutional Class
    (15,808,835 )     (37,102,160 )
 
Net increase (decrease) in net assets resulting from share transactions
    (17,063,681 )     (38,697,219 )
 
Net increase (decrease) in net assets
    (18,151,767 )     (79,514,749 )
 
 
Net assets:
 
       
Beginning of year
    86,480,012       165,994,761  
 
End of year (includes undistributed net investment income of $704,863 and $1,244,630, respectively)
  $ 68,328,245     $ 86,480,012  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Structured Growth Fund, formerly AIM Structured Growth Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  The Fund’s investment objective is long-term growth of capital.
  The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the
 
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security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
 
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D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
J. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $250 million
    0 .60%
 
Next $250 million
    0 .575%
 
Next $500 million
    0 .55%
 
Next $1.5 billion
    0 .525%
 
Next $2.5 billion
    0 .50%
 
Next $2.5 billion
    0 .475%
 
Next $2.5 billion
    0 .45%
 
Over $10 billion
    0 .425%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such
 
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Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Operating Expenses After Fee Waiver [and/or Expense Reimbursement] (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 1.00%, 1.75%, 1.75%, 1.25%, 0.75% and 0.75% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Operating Expenses [and/or Expense Reimbursement] to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. The Board of Trustees or Invesco Advisers, Inc. may terminate the fee waiver arrangement at any time.
  The Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees $112,377 and reimbursed class level expenses of $9,558, $1,241, $3,657, $168, $370 and $3,148 of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares, respectively.
  At the request of the Trustees of the Trust, Invesco Ltd. agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the Invesco Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. For the year ended August 31, 2010, Invesco Ltd. did not reimburse any expenses.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C and Class R shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $691 in front-end sales commissions from the sale of Class A shares and $0, $612 and $24 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
 
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  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 67,967,537     $     $     $ 67,967,537  
 
U.S. Treasury Securities
          314,990             314,990  
 
    $ 67,967,537     $ 314,990     $     $ 68,282,527  
 
Futures*
    (27,546 )                 (27,546 )
 
Total Investments
  $ 67,939,991     $ 314,990     $     $ 68,254,981  
 
Unrealized appreciation (depreciation).
 
NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Interest rate risk
               
Futures contracts(a)
  $     $ (27,546 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the year ended August 31, 2010
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
         
    Location of Gain on
    Statement of Operations
    Futures*
 
Realized Gain
       
Interest rate risk
  $ 146,935  
 
Change in Unrealized Appreciation (Depreciation)
       
Interest rate risk
    (108,803 )
 
Total
  $ 38,132  
 
The average value of futures during the period was $1,309,413.
 
                                 
Open Futures Contracts
                Unrealized
    Number of
  Month/
      Appreciation
Contract   Contracts   Commitment   Value   (Depreciation)
 
Chicago Mercantile Exchange E-Mini S&P 500
    20       September-2010/Long     $ 1,048,300     $ (27,546 )
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  During the year ended August 31, 2010, the Fund paid legal fees of $2,916 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.
 
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NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 1,265,821     $ 751,890  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 719,042  
 
Net unrealized appreciation (depreciation) — investments
    (3,087,619 )
 
Temporary book/tax differences
    (14,179 )
 
Post-October deferrals
    (220,271 )
 
Capital loss carryforward
    (43,951,177 )
 
Shares of beneficial interest
    114,882,449  
 
Total net assets
  $ 68,328,245  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2016
  $ 665,716  
 
August 31, 2017
    18,872,447  
 
August 31, 2018
    24,413,014  
 
Total capital loss carryforward
  $ 43,951,177  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $81,259,266 and $98,682,675, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 3,596,898  
 
Aggregate unrealized (depreciation) of investment securities
    (6,684,517 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (3,087,619 )
 
Cost of investments for tax purposes is $71,370,146.
 
19        Invesco Structured Growth Fund


Table of Contents

NOTE 9—Share Information
 
 
                                 
    Summary of Share Activity
 
    Years ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    20,965     $ 177,989       169,910     $ 1,152,699  
 
Class B
    3,310       27,592       18,151       124,957  
 
Class C
    4,748       39,514       8,285       61,492  
 
Class R
    1,108       9,264       1,235       9,977  
 
Class Y
    4,571       37,590       42,748       327,844  
 
Institutional Class
    928,673       7,666,069       751,214       5,229,110  
 
Issued as reinvestment of dividends:
                               
Class A
    3,701       31,123       1,449       9,419  
 
Class B
    316       2,624              
 
Class C
    931       7,712              
 
Class R
    56       474       5       34  
 
Class Y
    149       1,248       131       853  
 
Institutional Class
    145,205       1,221,175       114,055       741,359  
 
Automatic conversion of Class B shares to Class A shares:
                               
Class A
    3,820       31,952       9,173       58,967  
 
Class B
    (3,887 )     (31,952 )     (9,301 )     (58,967 )
 
Reacquired:
                               
Class A
    (130,503 )     (1,102,478 )     (347,229 )     (2,433,602 )
 
Class B
    (9,120 )     (75,691 )     (16,909 )     (126,108 )
 
Class C
    (48,618 )     (397,741 )     (73,737 )     (498,922 )
 
Class Y
    (1,610 )     (14,066 )     (33,695 )     (223,702 )
 
Institutional Class
    (2,918,468 )     (24,696,079 )     (6,011,495 )     (43,072,629 )
 
Net increase (decrease) in share activity
    (1,994,653 )   $ (17,063,681 )     (5,376,010 )   $ (38,697,219 )
 
(a) 89% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are other mutual funds that are also advised by Invesco.
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
Note 10—Subsequent Event
 
On September 15, 2010, the Board of Trustees of the Trust approved a Plan of Liquidation, which authorizes the termination, liquidation and dissolution of the Fund. In order to effect such liquidation, the Fund will close to new investors on or about September 30, 2010. The liquidation is not subject to the approval of shareholders of the Funds. The Fund will be liquidated on or about October 29, 2010.
 
20        Invesco Structured Growth Fund


Table of Contents

 
NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
  Net
  on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  investment
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income (loss)
   
    beginning
  income
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   (loss)(a)   unrealized)   operations   income   gains   Distributions   of period   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
Class A
Year ended 08/31/10   $ 7.95     $ 0.05     $ (0.19 )   $ (0.14 )   $ (0.12 )   $     $ (0.12 )   $ 7.69       (1.86 )%   $ 1,625       1.00 %(d)     1.58 %(d)     0.67 %(d)     104 %
Year ended 08/31/09     10.20       0.09       (2.31 )     (2.22 )     (0.03 )           (0.03 )     7.95       (21.72 )     2,491       1.01       1.50       1.20       102  
Year ended 08/31/08     11.45       0.04       (0.93 )     (0.89 )     (0.03 )     (0.33 )     (0.36 )     10.20       (8.25 )     4,894       1.00       1.18       0.37       119  
Year ended 08/31/07     9.93       0.02       1.53       1.55       (0.02 )     (0.01 )     (0.03 )     11.45       15.63       7,481       1.01       1.29       0.17       91  
Year ended 08/31/06(e)     10.00       0.11       (0.18 )     (0.07 )                       9.93       (0.70 )     862       1.03 (f)     5.52 (f)     2.57 (f)     7  
 
Class B
Year ended 08/31/10     7.82       (0.00 )     (0.20 )     (0.20 )     (0.08 )           (0.08 )     7.54       (2.69 )     217       1.75 (d)     2.33 (d)     (0.08 )(d)     104  
Year ended 08/31/09     10.05       0.03       (2.26 )     (2.23 )                       7.82       (22.19 )     298       1.76       2.25       0.45       102  
Year ended 08/31/08     11.35       (0.04 )     (0.93 )     (0.97 )           (0.33 )     (0.33 )     10.05       (8.98 )     465       1.75       1.93       (0.38 )     119  
Year ended 08/31/07     9.90       (0.07 )     1.53       1.46             (0.01 )     (0.01 )     11.35       14.76       472       1.76       2.04       (0.58 )     91  
Year ended 08/31/06(e)     10.00       0.08       (0.18 )     (0.10 )                       9.90       (1.00 )     662       1.78 (f)     6.27 (f)     1.82 (f)     7  
 
Class C
Year ended 08/31/10     7.81       (0.00 )     (0.19 )     (0.19 )     (0.08 )           (0.08 )     7.54       (2.56 )     617       1.75 (d)     2.33 (d)     (0.08 )(d)     104  
Year ended 08/31/09     10.05       0.03       (2.27 )     (2.24 )                       7.81       (22.29 )     974       1.76       2.25       0.45       102  
Year ended 08/31/08     11.35       (0.04 )     (0.93 )     (0.97 )           (0.33 )     (0.33 )     10.05       (8.98 )     1,911       1.75       1.93       (0.38 )     119  
Year ended 08/31/07     9.90       (0.07 )     1.53       1.46             (0.01 )     (0.01 )     11.35       14.76       2,065       1.76       2.04       (0.58 )     91  
Year ended 08/31/06(e)     10.00       0.08       (0.18 )     (0.10 )                       9.90       (1.00 )     599       1.78 (f)     6.27 (f)     1.82 (f)     7  
 
Class R
Year ended 08/31/10     7.94       0.04       (0.19 )     (0.15 )     (0.11 )           (0.11 )     7.68       (2.04 )     38       1.25 (d)     1.83 (d)     0.42 (d)     104  
Year ended 08/31/09     10.18       0.07       (2.30 )     (2.23 )     (0.01 )           (0.01 )     7.94       (21.88 )     30       1.26       1.75       0.95       102  
Year ended 08/31/08     11.44       0.01       (0.94 )     (0.93 )           (0.33 )     (0.33 )     10.18       (8.55 )     26       1.25       1.43       0.12       119  
Year ended 08/31/07     9.92       (0.01 )     1.54       1.53       (0.00 )     (0.01 )     (0.01 )     11.44       15.46       13       1.26       1.54       (0.08 )     91  
Year ended 08/31/06(e)     10.00       0.10       (0.18 )     (0.08 )                       9.92       (0.80 )     595       1.28 (f)     5.77 (f)     2.32 (f)     7  
 
Class Y
Year ended 08/31/10     7.96       0.08       (0.20 )     (0.12 )     (0.14 )           (0.14 )     7.70       (1.67 )     95       0.75 (d)     1.33 (d)     0.92 (d)     104  
Year ended 08/31/09(e)     8.05       0.08       (0.14 )     (0.06 )     (0.03 )           (0.03 )     7.96       (0.60 )     73       0.75       1.29       1.46       102  
 
Institutional Class
Year ended 08/31/10     7.97       0.08       (0.20 )     (0.12 )     (0.14 )           (0.14 )     7.71       (1.66 )     65,736       0.75 (d)     0.89 (d)     0.92 (d)     104  
Year ended 08/31/09     10.23       0.10       (2.31 )     (2.21 )     (0.05 )           (0.05 )     7.97       (21.45 )     82,613       0.75       0.86       1.46       102  
Year ended 08/31/08     11.48       0.07       (0.93 )     (0.86 )     (0.06 )     (0.33 )     (0.39 )     10.23       (7.99 )     158,699       0.73       0.73       0.64       119  
Year ended 08/31/07     9.94       0.05       1.53       1.58       (0.03 )     (0.01 )     (0.04 )     11.48       15.93       163,313       0.75       0.89       0.43       91  
Year ended 08/31/06(e)     10.00       0.12       (0.18 )     (0.06 )                       9.94       (0.60 )     86,898       0.77 (f)     5.20 (f)     2.83 (f)     7  
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Ratios are based on average daily net assets (000’s omitted) of $2,166, $281, $829, $38, $84 and $76,944 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
(e) Commencement date of March 31, 2006 for Class A, Class B, Class C, Class R and Institutional Class shares and October 3, 2008 for Class Y shares.
(f) Annualized.
 
21        Invesco Structured Growth Fund


Table of Contents

Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Structured Growth Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Structured Growth Fund (formerly known as AIM Structured Growth Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
As discussed in Note 10 to the financial statements, on September 15, 2010, the Board of Trustees of the Trust approved a Plan of Liquidation, which authorizes the termination, liquidation and dissolution of the Fund.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
22        Invesco Structured Growth Fund


Table of Contents

Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
            ACTUAL     (5% annual return before expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 906.80       $ 4.81       $ 1,020.16       $ 5.09         1.00 %
                                                             
B
      1,000.00         903.00         8.39         1,016.38         8.89         1.75  
                                                             
C
      1,000.00         904.10         8.40         1,016.38         8.89         1.75  
                                                             
R
      1,000.00         906.70         6.01         1,018.90         6.36         1.25  
                                                             
Y
      1,000.00         908.00         3.61         1,021.42         3.82         0.75  
                                                             
Institutional
      1,000.00         906.80         3.61         1,021.42         3.82         0.75  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
23        Invesco Structured Growth Fund


Table of Contents

Approval of Investment Advisory and Sub-Advisory Contracts
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Structured Growth Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses, and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investment Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the quality and efficiency of the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the additional resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
B.  Fund Performance
The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
  The Board noted that the Fund recently began operations and that only three calendar years of comparative performance data was available. The Board compared the Fund’s performance during the
 
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past one and three calendar years to the performance of funds in the Lipper performance universe that are not managed by Invesco Advisers or an Affiliated Sub-Adviser and against the Lipper Large-Cap Growth Funds Index. The Board noted that the performance of Class A shares of the Fund was in the fourth quintile of its performance universe for the one year period and the fifth quintile for the three year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the performance of Class A shares of the Fund was below the performance of the Index for the one and three year periods. Invesco Advisers advised the Board that the Fund was managed consistently with its mandate and that quantitative processes, such as those followed by the Fund, are typically challenged at market inflection points. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the contractual advisory fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that comparative data is as of varying dates, which may affect the comparability of data during times of market volatility.
  The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not advise other mutual funds with investment strategies comparable to those of the Fund.
  The Board also considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients based upon policies reviewed with the Board. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to other client accounts, including provision of administrative services, officers and office space, oversight of service providers, preparation of annual registration statement updates and financial information and regulatory compliance under the Investment Company Act of 1940, as amended. Invesco Advisers also reviewed generally the higher frequency of shareholder purchases and redemptions in the Invesco Funds relative to the flow of assets managed for other client accounts and noted that advance notice of redemptions affecting management assets is often provided to Invesco Advisers by institutional clients. Although the Board noted that the fees charged to other client accounts were often lower than the advisory fee charged by Invesco Advisers to the Fund and other Invesco Funds, the Board did note that sub-advisory fees charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts were more comparable. In light of this information, the Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from services provided to other client accounts and accordingly, the Board did not place significant weight on these fee comparisons.
  The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the effect this expense limitation would have on the Fund’s estimated total expenses.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above, the advisory fee after fee waivers and expense limitations and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes seven breakpoints, and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
U.S. Treasury Obligations*
    0.02%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
(GRAPHIC)
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
(INVESCO LOGO)
     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website, invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
     
         
 
  SGRO-AR-1   Invesco Distributors, Inc.

 


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(FULL PAGE)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Structured Value Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
14
  Notes to Financial Statements
21
  Financial Highlights
22
  Auditor’s Report
23
  Fund Expenses
24
  Approval of Investment Advisory and Sub-Advisory Agreements
26
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Structured Value Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,

-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Structured Value Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

Performance summary
For the fiscal year ended August 31, 2010, Class A shares of Invesco Structured Value Fund, at net asset value (NAV), lagged the Russell 1000 Value Index and underperformed the Lipper Large-Cap Value Funds Index. The Fund seeks to provide long-term growth of capital by investing, normally, at least 80% of its assets in a diversified portfolio of securities of large-cap companies.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    1.13 %
 
Class B Shares
    0.38  
 
Class C Shares
    0.38  
 
Class R Shares
    0.79  
 
Class Y Shares
    1.36  
 
Institutional Class Shares
    1.23  
 
S&P 500 Index (Broad Market Index)
    4.93  
 
Russell 1000 Value Index (Style-Specific Index)
    4.96  
 
Lipper Large-Cap Value Funds Index (Peer Group Index)
    2.65  
 
  Lipper Inc.

 
How we invest
We manage your Fund to provide exposure to large cap value equity stocks. The portfolio strives to outperform the Russell 1000 Value Index while minimizing the amount of additional risk relative to the benchmark. The Fund can be used as a long-term allocation to large-cap stocks that complements other style-specific strategies within a diversified asset allocation strategy.
     Our investment process integrates the following key steps:
n   Universe development
 
n   Stock rankings
 
n   Risk assessment
 
n   Portfolio construction
 
n   Trading
     While the companies included in the Russell 1000 Value Index are used as a general guide for developing the Fund’s investable universe, non-benchmark stocks may also be considered. Each stock in the universe is evaluated on four factors: company earnings momentum,
price trend, management action and relative valuation. The scores from these four factors are combined to arrive at an overall alpha score (excess return forecast) for each stock. Each alpha score is relative to the other securities within the same industry. Stocks are also evaluated on a multitude of other factors to develop a stock-specific risk forecast and transaction cost forecast.
     We then incorporate the alpha forecast, risk forecast and transaction cost forecast using an optimizer (a software tool) to build a portfolio that we believe is an optimal balance of the stocks’ potential risk and return. This portfolio is constructed according to certain constraints to increase the probability that the Fund’s relative performance and volatility remain within strategy guidelines. We continually monitor the portfolio and the overall investment process is repeated on a monthly basis to determine which companies should be bought or sold.
     In terms of risk management, we seek


to minimize any style biases in the portfolio. Active managers typically add value in one of, or a combination of, four areas: beta bias (relative volatility), style bias, stock selection and sector/industry over- and underweight. We attempt to add value through our stock selection decisions. Consequently, our risk management process seeks to neutralize the Fund’s exposure relative to the benchmark with regard to beta, style and sector/industry exposures.
 
Market conditions and your Fund
Over the past year investors were optimistic about the prospect of an improving economy given accommodative monetary policy, fiscal stimulus and improving strength in the manufacturing sector. However, optimism turned to pessimism when there was little good news to counter the seeds of economic troubles planted in the first quarter, which were already weighing heavily on the market. Within the U.S., waning consumer confidence, worsening employment outlook and continued pressures in the financial sector confirmed that economic growth was stalling. Internationally, concerns arose from news of slowing economic growth in China and ongoing concerns about debt burdens in the southern eurozone, despite support from their northern peers. With little positive news to support the market, steady gains became steep losses.
     At the beginning of the 12-month period covered by this report, riskier assets outperformed securities considered safe havens, such as U.S. Treasury securities. This trend continued through the middle of April 2010. However, renewed credit problems overseas and the market correction that occurred in May and continued into August created a more uncertain environment – prompting many investors to favor potential safety over risk. Although recent market volatility created challenges, it also created some investment opportunities


 
Portfolio Composition
By sector
         
Financials
    23.7 %
 
Health Care
    16.1  
 
Consumer Discretionary
    15.4  
 
Energy
    11.8  
 
Telecommunication Services
    8.8  
 
Information Technology
    7.1  
 
Utilities
    4.9  
 
Consumer Staples
    4.4  
 
Industrials
    3.6  
 
Materials
    2.7  
 
U.S. Treasury Bills, Money Market Funds Plus Other Assets Less Liabilities
    1.5  
 
         
Top 10 Equity Holdings*        
         
1. AT&T Inc.
    4.9 %
 
2. Chevron Corp.
    4.5  
 
3. Procter & Gamble Co.
    3.6  
 
4. Verizon Communications Inc.
    3.2  
 
5. Berkshire Hathaway Inc.
    2.5  
 
6. Chubb Corp.
    2.4  
 
7. Pfizer Inc.
    2.3  
 
8. ConocoPhillips
    2.3  
 
9. UnitedHealth Group Inc.
    2.3  
 
10. Microsoft Corp.
    2.3  
 
 
         
Total Net Assets
  $59.1 million  
 
       
Total Number of Holdings*
    113  
      
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
* Excluding money market fund holdings.


4   Invesco Structured Value Fund

 


Table of Contents

as companies with positive fundamentals became more attractively valued.
     All sectors in the Russell 1000 Value Index – aside from financials and information technology (IT) – posted positive performance for the reporting period as equity markets rallied through the first quarter of 2010 and in July 2010. All investment styles posted positive returns, with mid-cap stocks generally outperforming large-cap stocks and growth stocks generally outpacing value stocks for the period.1
     Regarding the results of Invesco Structured Value Fund, it’s important to understand our investment process to better evaluate the drivers of our relative performance versus the benchmark. We generally evaluate performance based on the effect of our stock selection and risk management process.
     Our stock selection model, based on the four factors (company earnings momentum, price trend, management action and relative value) that make up our alpha (excess return) forecast for stocks in our investment universe, was a detractor from Fund performance. However, when selecting Fund holdings, we also take into account our risk and transaction cost forecasts. We use our optimization software to assist in making investment decisions, based on risk and transaction cost forecasts, as well as our alpha forecast. Consequently, while our stock selection model may identify a stock with an attractive alpha forecast, the optimizer may indicate that its transaction costs are too high and/or its risk level is unacceptable. Placing more of an emphasis on transaction costs and potential risk in making stock selections may benefit or detract from Fund performance. For the fiscal year, it augmented our results.
     Stock selection within the financials, health care, information technology and materials sectors aided Fund performance versus the benchmark index. Holdings in the consumer discretionary, consumer staples, energy, industrials and utilities sectors detracted from overall Fund performance.
     From an individual stock perspective, Ford, Gannett and Wyeth were top contributors to Fund performance. Wyeth is no longer held by the Fund. In August 2010, Ford completed the sale of its Swedish Volvo Car unit and related assets to China’s Zhejiang Geely Holding Group (not a Fund holding).
     Detractors from Fund performance in the energy sector included Exxon Mobil and D.R. Horton in the consumer discretionary sector. D.R. Horton – a leading U.S. homebuilder – posted a second quarter profit that met Wall
Street’s expectations as buyers and builders both rushed to finalize deals before the federal homebuyer tax credit expired on June 30.
     The Fund underperformed the benchmark index due to the absence of an established trend in favor of our stock selection factors. During the reporting period, our model had limited predictive ability because our highest-ranked stocks underperformed our lowest-ranked stocks. The sharp sell-off in the stock market created particular challenges for our price trend model, since the positive trend established in March 2009 reversed significantly over the past few months. On a positive note, companies that were attractively priced based on earnings potential outperformed their peers in August, which partly offset weakness in the investment model. As part of implementing this strategy, the Fund may use derivatives, such as futures contracts to better manage our market exposure. The use of derivatives during the period was successful.
     While the global economy appeared more stable entering 2010 than it did the prior year, forecasting the future direction of the economy remains extremely challenging. The bursting of the U.S. housing bubble, rising unemployment and increasing taxation may likely impede future economic growth, while massive fiscal and monetary stimulus may promote economic growth.
     In a world of moderate but positive economic growth, low inflation and prolonged government liquidity support, we believe the potential for equities may exist. Additionally, valuations remain reasonable by historical standards, especially after the pullback during the second quarter of 2010.
     We welcome new investors who joined the Fund during the fiscal year and would like to thank all of our shareholders for your investment in Invesco Structured Value Fund.
1 Lipper Inc.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
Ralph Coutant
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Value Fund. Mr. Coutant joined Invesco in 1999. He earned a B.S. in business administration from the University of New Hampshire.
Anthony Munchak
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Value Fund. Mr. Munchak joined Invesco in 2000. He earned a B.S. and an M.S. in finance from Boston College and an M.B.A. from Bentley College.
Glen Murphy
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Value Fund. Mr. Murphy joined Invesco in 1995. He earned a B.A. in business administration from the University of Massachusetts at Amherst and an M.S. in finance from Boston College.
Francis Orlando
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Value Fund. Mr. Orlando began his investment career with Invesco in 1987. He earned a B.A. in business administration from Merrimack College and an M.B.A. from Boston University.
Anthony Shufflebotham
Chartered Financial Analyst, portfolio manager, is manager of Invesco Structured Value Fund. Mr. Shufflebotham joined Invesco in 1998. He earned a B.S. in economics, accounting and finance from Oxford Brookes University and an M.S. in finance from Boston College.


5   Invesco Structured Value Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund and index data from 3/31/06
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index
results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
      


6   Invesco Structured Value Fund

 


Table of Contents

Average Annual Total Returns
As of 8/31/10, including maximum applicable
sales charges
         
Class A Shares
       
 
Inception (3/31/06)
    -5.07 %
 
1 Year
    -4.49  
 
 
       
Class B Shares
       
 
Inception (3/31/06)
    -4.99 %
 
1 Year
    -4.57  
 
 
       
Class C Shares
       
 
Inception (3/31/06)
    -4.58 %
 
1 Year
    -0.61  
 
 
       
Class R Shares
       
 
Inception (3/31/06)
    -4.10 %
 
1 Year
    0.79  
 
 
       
Class Y Shares
       
 
Inception
    -3.76 %
 
1 Year
    1.36  
 
 
       
Institutional Class Shares
       
 
Inception (3/31/06)
    -3.63 %
 
1 Year
    1.23  
 
Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 1.01%, 1.76%, 1.76%, 1.26%, 0.76% and 0.75%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 1.61%, 2.36%, 2.36%, 1.86%, 1.36% and 0.87%,

Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
         
Class A Shares
       
 
Inception (3/31/06)
    -5.68 %
 
1 Year
    6.37  
 
 
       
Class B Shares
       
 
Inception (3/31/06)
    -5.56 %
 
1 Year
    6.74  
 
 
       
Class C Shares
       
 
Inception (3/31/06)
    -5.17 %
 
1 Year
    10.59  
 
 
       
Class R Shares
       
 
Inception (3/31/06)
    -4.67 %
 
1 Year
    12.16  
 
 
       
Class Y Shares
       
 
Inception
    -4.35 %
 
1 Year
    12.78  
 
 
       
Institutional Class Shares
       
 
Inception (3/31/06)
    -4.19 %
 
1 Year
    12.77  
respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     Had the adviser not waived fees and/or reimbursed expenses on Class A, Class B, Class C, Class R and Class Y shares, performance would have been lower.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least December 31, 2011. See current prospectus for more information.
      


7   Invesco Structured Value Fund

 


Table of Contents

 
Invesco Structured Value Fund’s investment objective is long-term growth of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available only to certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
n   The Fund may use enhanced investment techniques such as derivatives. The principal risk of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are subject to counterparty risk – the risk that the other party will not complete the transaction with the Fund.
 
n   Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
 
n   The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased
    liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.
 
n   Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
 
n   The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
n   Value stocks may react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks and may never realize their full value. Value stocks tend to be currently out of favor with many investors.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
n   The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
n   The Lipper Large-Cap Value Funds Index is an unmanaged index considered representative of large-cap value funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally organized according to the Global Industry Classification Standard, which was developed by and is the exclusive property and service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
     
Class A Shares
  ASAVX
Class B Shares
  ASBVX
Class C Shares
  SBCVX
Class R Shares
  ASRVX
Class Y Shares
  ASAYX
Institutional Class Shares
  ASIVX


8   Invesco Structured Value Fund

 


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks & Other Equity Interests–98.53%
 
       
 
Airlines–0.34%
 
       
Alaska Air Group, Inc.(b)
    4,600     $ 203,458  
 
 
Apparel Retail–0.69%
 
       
Collective Brands, Inc.(b)
    12,800       165,504  
 
Gap, Inc. (The)
    14,200       239,838  
 
              405,342  
 
 
Apparel, Accessories & Luxury Goods–1.03%
 
       
Jones Apparel Group, Inc.
    39,600       609,048  
 
 
Asset Management & Custody Banks–0.39%
 
       
Bank of New York Mellon Corp.
    9,400       228,138  
 
 
Auto Parts & Equipment–1.93%
 
       
TRW Automotive Holdings Corp.(b)
    32,800       1,140,128  
 
 
Automobile Manufacturers–1.95%
 
       
Ford Motor Co.(b)
    101,900       1,150,451  
 
 
Biotechnology–2.40%
 
       
Amgen Inc.(b)
    24,000       1,224,960  
 
PDL BioPharma Inc.
    34,700       196,402  
 
              1,421,362  
 
 
Broadcasting–0.08%
 
       
CBS Corp.–Class B
    3,400       46,988  
 
 
Cable & Satellite–0.46%
 
       
Comcast Corp.–Class A
    16,000       273,920  
 
 
Coal & Consumable Fuels–0.09%
 
       
Peabody Energy Corp.
    1,200       51,360  
 
 
Communications Equipment–0.39%
 
       
InterDigital, Inc.(b)
    4,100       101,352  
 
Tellabs, Inc.
    18,400       130,640  
 
              231,992  
 
 
Computer & Electronics Retail–0.28%
 
       
Rent-A-Center, Inc.
    8,200       164,656  
 
 
Computer Hardware–0.12%
 
       
Hewlett-Packard Co.
    1,800       69,264  
 
 
Computer Storage & Peripherals–1.79%
 
       
Lexmark International, Inc.–Class A(b)
    22,300       780,277  
 
SanDisk Corp.(b)
    8,400       279,216  
 
              1,059,493  
 
 
Construction, Farm Machinery & Heavy Trucks–1.55%
 
       
Joy Global Inc.
    4,000       226,960  
 
Oshkosh Corp.(b)
    27,800       691,664  
 
              918,624  
 
 
Consumer Electronics–0.86%
 
       
Garmin Ltd.
    19,200       510,912  
 
 
Consumer Finance–3.22%
 
       
American Express Co.
    28,400       1,132,308  
 
Capital One Financial Corp.
    20,400       772,344  
 
              1,904,652  
 
 
Data Processing & Outsourced Services–0.37%
 
       
Visa Inc.–Class A
    3,200       220,736  
 
 
Department Stores–0.88%
 
       
Macy’s, Inc.
    26,900       522,936  
 
 
Diversified Banks–3.41%
 
       
U.S. Bancorp
    34,300       713,440  
 
Wells Fargo & Co.
    55,400       1,304,670  
 
              2,018,110  
 
 
Diversified Metals & Mining–0.37%
 
       
Titanium Metals Corp.(b)
    12,000       217,440  
 
 
Education Services–0.53%
 
       
Career Education Corp.(b)
    10,100       177,053  
 
ITT Educational Services, Inc.(b)
    2,600       138,476  
 
              315,529  
 
 
Electric Utilities–2.93%
 
       
Edison International
    14,100       475,875  
 
Exelon Corp.
    30,900       1,258,248  
 
              1,734,123  
 
 
Electronic Components–0.50%
 
       
Corning Inc.
    13,800       216,384  
 
Vishay Intertechnology, Inc.(b)
    10,000       76,900  
 
              293,284  
 
 
General Merchandise Stores–0.41%
 
       
Target Corp.
    4,700       240,452  
 
 
Gold–0.39%
 
       
Newmont Mining Corp.
    3,800       233,016  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Structured Value Fund


Table of Contents

                 
    Shares   Value
 
 
Health Care Distributors–1.96%
 
       
Cardinal Health, Inc.
    31,000     $ 928,760  
 
McKesson Corp.
    4,000       232,200  
 
              1,160,960  
 
 
Homebuilding–1.26%
 
       
D.R. Horton, Inc.
    61,200       627,912  
 
Lennar Corp.–Class A
    8,900       117,213  
 
              745,125  
 
 
Homefurnishing Retail–0.73%
 
       
Williams-Sonoma, Inc.
    16,600       430,936  
 
 
Household Products–3.58%
 
       
Procter & Gamble Co. (The)
    35,500       2,118,285  
 
 
Housewares & Specialties–0.32%
 
       
American Greetings Corp.–Class A
    9,900       191,070  
 
 
Independent Power Producers & Energy Traders–1.99%
 
       
Constellation Energy Group Inc.
    32,600       956,158  
 
NRG Energy, Inc.(b)
    10,800       219,456  
 
              1,175,614  
 
 
Industrial Conglomerates–1.13%
 
       
Carlisle Cos. Inc.
    4,000       112,200  
 
General Electric Co.
    38,200       553,136  
 
              665,336  
 
 
Industrial Machinery–0.55%
 
       
Parker Hannifin Corp.
    5,500       325,380  
 
 
Integrated Oil & Gas–10.52%
 
       
Chevron Corp.
    36,000       2,669,760  
 
ConocoPhillips
    26,300       1,378,909  
 
Exxon Mobil Corp.
    20,100       1,189,116  
 
Occidental Petroleum Corp.
    13,400       979,272  
 
              6,217,057  
 
 
Integrated Telecommunication Services–8.14%
 
       
AT&T Inc.
    107,600       2,908,428  
 
Verizon Communications Inc.
    64,600       1,906,346  
 
              4,814,774  
 
 
Internet Software & Services–0.19%
 
       
AOL Inc.(b)
    5,000       111,100  
 
 
Investment Banking & Brokerage–0.63%
 
       
Goldman Sachs Group, Inc. (The)
    2,700       369,738  
 
 
IT Consulting & Other Services–0.40%
 
       
International Business Machines Corp.
    1,900       234,137  
 
 
Life & Health Insurance–1.93%
 
       
Aflac, Inc.
    7,900       373,275  
 
Lincoln National Corp.
    4,800       112,128  
 
Prudential Financial, Inc.
    12,900       652,353  
 
              1,137,756  
 
 
Managed Health Care–5.52%
 
       
Aetna Inc.
    3,800       101,536  
 
CIGNA Corp.
    1,800       57,996  
 
Health Net Inc.(b)
    30,600       730,728  
 
Humana Inc.(b)
    21,100       1,008,369  
 
UnitedHealth Group Inc.
    43,000       1,363,960  
 
              3,262,589  
 
 
Movies & Entertainment–1.68%
 
       
Time Warner Inc.
    33,100       992,338  
 
 
Multi-Line Insurance–1.32%
 
       
Assurant, Inc.
    19,000       694,640  
 
Genworth Financial Inc.–Class A(b)
    7,900       85,557  
 
              780,197  
 
 
Office Services & Supplies–0.04%
 
       
HNI Corp.
    1,100       25,707  
 
 
Oil & Gas Equipment & Services–1.19%
 
       
National-Oilwell Varco Inc.
    18,000       676,620  
 
Oil States International, Inc.(b)
    700       28,861  
 
              705,481  
 
 
Other Diversified Financial Services–2.64%
 
       
Bank of America Corp.
    38,400       478,080  
 
Citigroup Inc.(b)
    27,500       102,300  
 
JPMorgan Chase & Co.
    26,900       978,084  
 
              1,558,464  
 
 
Packaged Foods & Meats–0.71%
 
       
Tyson Foods, Inc.–Class A
    25,600       419,328  
 
 
Paper Packaging–0.23%
 
       
Temple-Inland Inc.
    8,700       138,591  
 
 
Paper Products–0.85%
 
       
Domtar Corp.
    800       48,016  
 
International Paper Co.
    22,100       452,166  
 
              500,182  
 
 
Pharmaceuticals–6.22%
 
       
Abbott Laboratories
    4,900       241,766  
 
Eli Lilly and Co.
    29,600       993,376  
 
Forest Laboratories, Inc.(b)
    7,500       204,675  
 
Johnson & Johnson
    10,000       570,200  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Structured Value Fund


Table of Contents

                 
    Shares   Value
 
 
Pharmaceuticals–(continued)
 
       
                 
Merck & Co., Inc.
    8,100     $ 284,796  
 
Pfizer Inc.
    86,800       1,382,724  
 
              3,677,537  
 
 
Property & Casualty Insurance–6.96%
 
       
Berkshire Hathaway Inc.–Class B(b)
    18,500       1,457,430  
 
Chubb Corp. (The)
    25,100       1,383,512  
 
Travelers Cos., Inc. (The)
    23,100       1,131,438  
 
XL Group PLC (Ireland)
    8,000       143,280  
 
              4,115,660  
 
 
Publishing–1.92%
 
       
Gannett Co., Inc.
    80,100       968,409  
 
McGraw-Hill Cos., Inc. (The)
    3,500       96,775  
 
New York Times Co. (The)–Class A(b)
    5,300       38,054  
 
Scholastic Corp.
    1,300       30,459  
 
              1,133,697  
 
 
Regional Banks–1.47%
 
       
CIT Group, Inc.(b)
    4,900       179,732  
 
Fifth Third Bancorp
    8,300       91,715  
 
Huntington Bancshares Inc.
    6,900       36,501  
 
KeyCorp
    9,900       72,963  
 
PNC Financial Services Group, Inc.
    9,600       489,216  
 
              870,127  
 
 
Reinsurance–0.36%
 
       
Renaissance Re Holdings Ltd.
    3,700       210,123  
 
 
Residential REIT’s–1.15%
 
       
Equity Residential
    14,800       678,284  
 
 
Semiconductor Equipment–0.16%
 
       
Amkor Technology, Inc.(b)
    19,200       97,344  
 
 
Semiconductors–0.92%
 
       
Intel Corp.
    2,500       44,300  
 
Micron Technology, Inc.(b)
    77,400       500,391  
 
              544,691  
 
 
Specialized Consumer Services–0.39%
 
       
Sotheby’s
    8,600       228,846  
 
 
Specialized REIT’s–0.19%
 
       
Hospitality Properties Trust
    3,900       76,245  
 
Ventas, Inc.
    700       35,357  
 
              111,602  
 
 
Specialty Chemicals–0.45%
 
       
Cytec Industries Inc.
    1,700       80,631  
 
W.R. Grace & Co.(b)
    7,400       187,220  
 
              267,851  
 
 
Steel–0.45%
 
       
Reliance Steel & Aluminum Co.
    2,900       108,025  
 
Worthington Industries, Inc.
    11,100       157,842  
 
              265,867  
 
 
Systems Software–2.30%
 
       
Microsoft Corp.
    57,800       1,357,144  
 
 
Tobacco–0.07%
 
       
Altria Group, Inc.
    1,800       40,176  
 
 
Wireless Telecommunication Services–0.64%
 
       
Sprint Nextel Corp.(b)
    92,400       376,992  
 
Total Common Stocks & Other Equity Interests (Cost $59,151,766)
            58,241,500  
 
                 
    Principal
   
    Amount    
 
U.S. Treasury Securities–0.45%
 
       
 
U.S. Treasury Bills–0.45%
 
       
0.08%, 09/16/10 (Cost $264,991)(d)
  $ 265,000       264,991  
 
                 
    Shares    
 
Money Market Funds–0.87%
 
       
Liquid Assets Portfolio–Institutional Class(c)
    256,778       256,778  
 
Premier Portfolio–Institutional Class(c)
    256,778       256,778  
 
Total Money Market Funds (Cost $513,556)
            513,556  
 
TOTAL INVESTMENTS–99.85% (Cost $59,930,313)
            59,020,047  
 
OTHER ASSETS LESS LIABILITIES–0.15%
            87,423  
 
NET ASSETS–100.00%
          $ 59,107,470  
 
 
Investment Abbreviations:
 
     
ADR
  – American Depositary Receipt
REIT
  – Real Estate Investment Trust
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.
(d) All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1I and Note 4.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Structured Value Fund


Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $59,416,757)
  $ 58,506,491  
 
Investments in affiliated money market funds, at value and cost
    513,556  
 
Total investments, at value (Cost $59,930,313)
    59,020,047  
 
Receivables for:
       
Variation margin
    2,080  
 
Fund shares sold
    24,116  
 
Dividends
    148,852  
 
Fund expenses absorbed
    8,625  
 
Investment for trustee deferred compensation and retirement plans
    7,058  
 
Other assets
    24,385  
 
Total assets
    59,235,163  
 
 
Liabilities:
 
Payables for:
       
Fund shares reacquired
    60,743  
 
Accrued fees to affiliates
    3,071  
 
Accrued other operating expenses
    51,403  
 
Trustee deferred compensation and retirement plans
    12,476  
 
Total liabilities
    127,693  
 
Net assets applicable to shares outstanding
  $ 59,107,470  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 106,042,127  
 
Undistributed net investment income
    979,696  
 
Undistributed net realized gain (loss)
    (46,985,852 )
 
Unrealized appreciation (depreciation)
    (928,501 )
 
    $ 59,107,470  
 
 
Net Assets:
 
Class A
  $ 1,796,458  
 
Class B
  $ 420,221  
 
Class C
  $ 203,616  
 
Class R
  $ 50,816  
 
Class Y
  $ 64,269  
 
Institutional Class
  $ 56,572,090  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    231,561  
 
Class B
    54,511  
 
Class C
    26,425  
 
Class R
    6,567  
 
Class Y
    8,271  
 
Institutional Class
    7,278,584  
 
Class A:
       
Net asset value per share
  $ 7.76  
 
Maximum offering price per share
(Net asset value of $7.76 divided by 94.50%)
  $ 8.21  
 
Class B:
       
Net asset value and offering price per share
  $ 7.71  
 
Class C:
       
Net asset value and offering price per share
  $ 7.71  
 
Class R:
       
Net asset value and offering price per share
  $ 7.74  
 
Class Y:
       
Net asset value and offering price per share
  $ 7.77  
 
Institutional Class:
       
Net asset value and offering price per share
  $ 7.77  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Structured Value Fund


Table of Contents

Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends (net of foreign withholding taxes of $-38)
  $ 1,568,450  
 
Dividends from affiliated money market funds
    (1,576 )
 
Total investment income
    1,566,874  
 
 
Expenses:
 
Advisory fees
    415,143  
 
Administrative services fees
    50,000  
 
Custodian fees
    11,955  
 
Distribution fees:
       
Class A
    4,626  
 
Class B
    5,115  
 
Class C
    2,354  
 
Class R
    244  
 
Transfer agent fees — A, B, C, R and Y
    10,528  
 
Transfer agent fees — Institutional
    3,230  
 
Trustees’ and officers’ fees and benefits
    21,605  
 
Registration and filing fees
    68,537  
 
Professional services fees
    55,948  
 
Other
    27,435  
 
Total expenses
    676,720  
 
Less: Fees waived and expenses reimbursed
    (147,598 )
 
Net expenses
    529,122  
 
Net investment income
    1,037,752  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain from:
       
Investment securities
    2,724,352  
 
Futures contracts
    118,399  
 
      2,842,751  
 
Change in net unrealized appreciation (depreciation) of:
       
Investment securities
    (1,876,846 )
 
Futures contracts
    (90,465 )
 
      (1,967,311 )
 
Net realized and unrealized gain
    875,440  
 
Net increase in net assets resulting from operations
  $ 1,913,192  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
13        Invesco Structured Value Fund


Table of Contents

Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    August 31,
  August 31,
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 1,037,752     $ 1,933,513  
 
Net realized gain (loss)
    2,842,751       (34,267,689 )
 
Change in net unrealized appreciation (depreciation)
    (1,967,311 )     6,142,080  
 
Net increase (decrease) in net assets resulting from operations
    1,913,192       (26,192,096 )
 
 
Distributions to shareholders from net investment income:
 
       
Class A
    (35,323 )     (70,369 )
 
Class B
    (8,949 )     (13,013 )
 
Class C
    (3,046 )     (3,568 )
 
Class R
    (831 )     (418 )
 
Class Y
    (2,010 )     (5,073 )
 
Institutional Class
    (1,451,015 )     (2,408,982 )
 
Total distributions from net investment income
    (1,501,174 )     (2,501,423 )
 
 
Share transactions–net:
 
       
Class A
    163,653       (1,417,556 )
 
Class B
    9,458       (361,809 )
 
Class C
    (53,496 )     67,296  
 
Class R
    17,291       23,234  
 
Class Y
    (40,125 )     117,368  
 
Institutional Class
    (15,648,083 )     (35,132,527 )
 
Net increase (decrease) in net assets resulting from share transactions
    (15,551,302 )     (36,703,994 )
 
Net increase (decrease) in net assets
    (15,139,284 )     (65,397,513 )
 
 
Net assets:
 
       
Beginning of year
    74,246,754       139,644,267  
 
End of year (includes undistributed net investment income of $979,696 and $1,443,118, respectively)
  $ 59,107,470     $ 74,246,754  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Structured Value Fund, formerly AIM Structured Value Fund, (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  The Fund’s investment objective is long-term growth of capital.
  The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the
 
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security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
 
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D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
J. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $250 million
    0 .60%
 
Next $250 million
    0 .575%
 
Next $500 million
    0 .55%
 
Next $1.5 billion
    0 .525%
 
Next $2.5 billion
    0 .50%
 
Next $2.5 billion
    0 .475%
 
Next $2.5 billion
    0 .45%
 
Over $10 billion
    0 .425%
 
 
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such
 
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Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Operating Expenses After Fee Waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 1.00%, 1.75%, 1.75%, 1.25%, 0.75% and 0.75% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Operating Expenses to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2011.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the year ended August 31, 2010, the Adviser waived advisory fees $133,840 and reimbursed class level expenses of $7,113, $1,965, $905, $188, $357, and $3,230 of Class A, Class B, Class C, Class R, Class Y, and Institutional Class shares, respectively.
  At the request of the Trustees of the Trust, Invesco Ltd. agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the Invesco Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended August 31, 2010, Invesco did not reimburse any expenses.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended August 31, 2010, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C and Class R shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended August 31, 2010, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended August 31, 2010, IDI advised the Fund that IDI retained $1,434 in front-end sales commissions from the sale of Class A shares and $0, $4,690, $0 and $0 from Class A, Class B, Class C and Class R shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
 
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  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 58,755,056     $     $     $ 58,755,056  
 
U.S. Treasury Securities
          264,991             264,991  
 
    $ 58,755,056     $ 264,991     $     $ 59,020,047  
 
Futures**
    (18,235 )                 (18,235 )
 
Total Investments
  $ 58,736,821     $ 264,991     $     $ 59,001,812  
 
**  Unrealized appreciation (depreciation).
 
NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/Derivative Type   Assets   Liabilities
 
Market risk
               
Futures contracts(a)
  $     $ (18,235 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the year ended August 31, 2010
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
         
    Location of Gain (Loss) on
    Statement of Operations
    Futures*
 
Realized Gain (Loss)
       
Market risk
  $ 118,399  
 
Change in Unrealized Appreciation (Depreciation)
       
Market risk
    (90,465 )
 
Total
  $ 27,934  
 
The average value of futures outstanding during the period was $1,223,623.
 
                                 
Open Futures Contracts
                Unrealized
    Number of
  Month/
      Appreciation
Contract   Contracts   Commitment   Value   (Depreciation)
 
E-Mini S&P 500
    13       September-2010/Long     $ 681,395     $ (18,235 )
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  During the year ended August 31, 2010, the Fund paid legal fees of $2,889 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.
 
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NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 1,501,174     $ 2,501,423  
 
Total distributions
  $ 1,501,174     $ 2,501,423  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 992,651  
 
Net unrealized appreciation (depreciation) — investments
    (2,007,163 )
 
Temporary book/tax differences
    (12,955 )
 
Post-October deferrals
    (906,749 )
 
Capital loss carryforward
    (45,000,441 )
 
Shares of beneficial interest
    106,042,127  
 
Total net assets
  $ 59,107,470  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2016
  $ 430,774  
 
August 31, 2017
    20,885,835  
 
August 31, 2018
    23,683,832  
 
Total capital loss carryforward
  $ 45,000,441  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $62,575,866 and $78,417,497, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 3,950,018  
 
Aggregate unrealized (depreciation) of investment securities
    (5,957,181 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (2,007,163 )
 
Cost of investments for tax purposes is $61,027,210.
 
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NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, undistributed net realized gain (loss) was decreased by $2 and shares of beneficial interest increased by $2. This reclassification had no effect on the net assets of the Fund.
 
NOTE 10—Share Information
 
 
                                 
    Summary of Share Activity
 
    Years ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Sold:
                               
Class A
    96,969     $ 811,133       130,514     $ 879,263  
 
Class B
    36,654       304,387       36,712       245,248  
 
Class C
    4,910       41,496       23,865       173,244  
 
Class R
    2,193       18,044       5,096       41,323  
 
Class Y
    550       4,515       28,662       239,041  
 
Institutional Class
    718,390       5,900,210       686,674       4,780,084  
 
Issued as reinvestment of dividends:
                               
Class A
    4,171       34,580       10,273       70,309  
 
Class B
    1,038       8,597       1,816       12,474  
 
Class C
    360       2,981       509       3,504  
 
Class R
    100       831       61       418  
 
Class Y
    242       2,010       739       5,073  
 
Institutional Class
    175,032       1,451,016       351,163       2,408,982  
 
Automatic conversion of Class B shares to Class A shares:
                               
Class A
    7,037       58,846       13,879       95,812  
 
Class B
    (7,068 )     (58,846 )     (13,941 )     (95,812 )
 
Reacquired:
                               
Class A
    (89,251 )     (740,906 )     (370,317 )     (2,462,940 )
 
Class B
    (29,383 )     (244,680 )     (79,923 )     (523,719 )
 
Class C
    (11,976 )     (97,973 )     (16,009 )     (109,452 )
 
Class R
    (202 )     (1,584 )     (2,546 )     (18,507 )
 
Class Y
    (5,735 )     (46,650 )     (16,187 )     (126,746 )
 
Institutional Class
    (2,763,287 )     (22,999,309 )     (5,929,928 )     (42,321,593 )
 
Net increase (decrease) in share activity
    (1,859,256 )   $ (15,551,302 )     (5,138,888 )   $ (36,703,994 )
 
(a) 88% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are other mutual funds that are also advised by Invesco.
 
Effective November 30, 2010, all Invesco Funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
Note 11—Subsequent Event
 
On September 15, 2010, the Board of Trustees of the Trust approved a Plan of Liquidation, which authorizes the termination, liquidation and dissolution of the Fund. In order to effect such liquidation, the Fund will close to new investors on or about September 30, 2010. The liquidation is not subject to the approval of shareholders of the Funds. The Fund will liquidate on or about October 29, 2010.
 
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NOTE 12—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
  Net
  (losses) on
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  investment
  securities (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  income
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   (loss)(a)   unrealized)   operations   income   gains   Distributions   of period   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
Class A
Year ended 08/31/10   $ 7.83     $ 0.11     $ (0.01 )   $ 0.10     $ (0.17 )   $     $ (0.17 )   $ 7.76       1.13 %   $ 1,796       0.99 %(d)     1.57 %(d)     1.27 %(d)     93 %
Year ended 08/31/09     9.54       0.14       (1.68 )     (1.54 )     (0.17 )           (0.17 )     7.83       (15.87 )     1,665       1.01       1.61       1.96       78  
Year ended 08/31/08     11.40       0.16       (1.70 )     (1.54 )     (0.11 )     (0.21 )     (0.32 )     9.54       (13.83 )     4,088       1.01       1.42       1.57       88  
Year ended 08/31/07     10.44       0.14       0.89       1.03       (0.06 )     (0.01 )     (0.07 )     11.40       9.80       2,011       1.01       1.36       1.17       62  
Year ended 08/31/06(e)     10.00       0.20       0.24       0.44                         10.44       4.40       856       1.03 (f)     5.80 (f)     4.59 (f)     5  
 
Class B
Year ended 08/31/10     7.79       0.05       (0.01 )     0.04       (0.12 )           (0.12 )     7.71       0.38       420       1.74 (d)     2.32 (d)     0.52 (d)     93  
Year ended 08/31/09     9.50       0.09       (1.68 )     (1.59 )     (0.12 )           (0.12 )     7.79       (16.60 )     415       1.76       2.36       1.21       78  
Year ended 08/31/08     11.35       0.08       (1.70 )     (1.62 )     (0.02 )     (0.21 )     (0.23 )     9.50       (14.50 )     1,031       1.76       2.17       0.82       88  
Year ended 08/31/07     10.40       0.05       0.91       0.96             (0.01 )     (0.01 )     11.35       9.20       718       1.76       2.11       0.42       62  
Year ended 08/31/06(e)     10.00       0.16       0.24       0.40                         10.40       4.00       790       1.78 (f)     6.55 (f)     3.84 (f)     5  
 
Class C
Year ended 08/31/10     7.79       0.05       (0.01 )     0.04       (0.12 )           (0.12 )     7.71       0.38       204       1.74 (d)     2.32 (d)     0.52 (d)     93  
Year ended 08/31/09     9.49       0.08       (1.66 )     (1.58 )     (0.12 )           (0.12 )     7.79       (16.51 )     258       1.76       2.36       1.21       78  
Year ended 08/31/08     11.33       0.08       (1.69 )     (1.61 )     (0.02 )     (0.21 )     (0.23 )     9.49       (14.43 )     235       1.76       2.17       0.82       88  
Year ended 08/31/07     10.40       0.05       0.89       0.94             (0.01 )     (0.01 )     11.33       9.01       156       1.76       2.11       0.42       62  
Year ended 08/31/06(e)     10.00       0.16       0.24       0.40                         10.40       4.00       632       1.78 (f)     6.55 (f)     3.84 (f)     5  
 
Class R
Year ended 08/31/10     7.82       0.08       (0.01 )     0.07       (0.15 )           (0.15 )     7.74       0.79       51       1.24 (d)     1.82 (d)     1.02 (d)     93  
Year ended 08/31/09     9.52       0.12       (1.67 )     (1.55 )     (0.15 )           (0.15 )     7.82       (16.01 )     35       1.26       1.86       1.71       78  
Year ended 08/31/08     11.38       0.13       (1.70 )     (1.57 )     (0.08 )     (0.21 )     (0.29 )     9.52       (14.08 )     18       1.26       1.67       1.32       88  
Year ended 08/31/07     10.42       0.11       0.90       1.01       (0.04 )     (0.01 )     (0.05 )     11.38       9.65       10       1.26       1.61       0.92       62  
Year ended 08/31/06(e)     10.00       0.18       0.24       0.42                         10.42       4.20       625       1.28 (f)     6.05 (f)     4.34 (f)     5  
 
Class Y
Year ended 08/31/10     7.84       0.13       (0.01 )     0.12       (0.19 )           (0.19 )     7.77       1.36       64       0.74 (d)     1.32 (d)     1.52 (d)     93  
Year ended 08/31/09(e)     8.34       0.14       (0.46 )     (0.32 )     (0.18 )           (0.18 )     7.84       (3.57 )     104       0.76 (d)(f)     1.45 (d)(f)     2.21 (d)(f)     78  
 
Institutional Class
Year ended 08/31/10     7.85       0.13       (0.02 )     0.11       (0.19 )           (0.19 )     7.77       1.23       56,572       0.75 (d)     0.95 (d)     1.51 (d)     93  
Year ended 08/31/09     9.56       0.15       (1.67 )     (1.52 )     (0.19 )           (0.19 )     7.85       (15.59 )     71,770       0.75       0.87       2.22       78  
Year ended 08/31/08     11.43       0.19       (1.71 )     (1.52 )     (0.14 )     (0.21 )     (0.35 )     9.56       (13.64 )     134,272       0.75       0.78       1.83       88  
Year ended 08/31/07     10.45       0.17       0.89       1.06       (0.07 )     (0.01 )     (0.08 )     11.43       10.13       134,931       0.75       0.94       1.43       62  
Year ended 08/31/06(e)     10.00       0.21       0.24       0.45                         10.45       4.50       73,488       0.77 (f)     5.50 (f)     4.85 (f)     5  
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $1,850, $511, $235, $93, $49, and $66,452 for Class A, Class B, Class C, Class R, Class Y, and Institutional Class shares, respectively.
(e) Commencement date of March 31, 2006 for Class A. Class B, Class C, Class R and Institutional Class Shares and October 3, 2008 for Class Y shares.
(f) Annualized.
 
21        Invesco Structured Value Fund


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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Structured Value Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Structured Value Fund (formerly known as AIM Structured Value Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
  As discussed in Note 11 to the financial statements, on September 15, 2010, the Board of Trustees of the Trust approved a Plan of Liquidation, which authorizes the termination, liquidation and dissolution of the Fund.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 940.60       $ 4.89       $ 1,020.16       $ 5.09         1.00 %
                                                             
B
      1,000.00         936.80         8.54         1,016.38         8.89         1.75  
                                                             
C
      1,000.00         936.80         8.54         1,016.38         8.89         1.75  
                                                             
R
      1,000.00         939.30         6.11         1,018.90         6.36         1.25  
                                                             
Y
      1,000.00         940.70         3.67         1,021.42         3.82         0.75  
                                                             
Institutional
      1,000.00         940.70         3.67         1,021.42         3.82         0.75  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of the Invesco Structured Value Fund (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 15-16, 2010, the Board as a whole, and the disinterested or “independent” Trustees, who comprise 85% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2010. In doing so, the Board considered the process that it follows in reviewing and approving the Fund’s investment advisory agreement and sub-advisory contracts and the information that it is provided and determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Board’s Investments Committee has established three Sub-Committees, each of which is responsible for overseeing the management of a number of the series portfolios of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risk of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses, and other matters related to all their assigned funds. Each Sub-Committee recommends to the Investment Committee, which in turn recommends to the full Board, whether to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.
  During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by an independent company, Lipper, Inc. (Lipper). The Trustees also receive an independent written evaluation from the Senior Officer, which is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. The independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in private sessions with the Senior Officer and counsel.
  In evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Board considered the information provided to them as part of the contract renewal process as well as information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any information that was controlling. One Trustee may weigh a particular piece of information differently than another Trustee. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other Invesco Funds are the result of years of review and negotiation between the Trustees and Invesco Advisers, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.
  The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 16, 2010, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.
 
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Advisers’ equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers are appropriate and that Invesco Advisers currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement or sub-advisory contracts, as applicable.
  In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the Fund, as well as the Board’s knowledge of Invesco Advisers’ operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Advisers and its affiliates continue to take to improve the quality and efficiency of the services they provide to the Invesco Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board considered Invesco Advisers’ independent credit analysis and investment risk management procedures as they apply to the Fund and the other Invesco Funds. The Board also considered the acquisition by Invesco Ltd. of the retail mutual fund business of Morgan Stanley and how that is expected to affect product line diversification. The Board also considered assurances from Invesco Advisers that it does not expect the acquisition to diminish the quality of services provided to the Invesco Funds and that it plans to increase staffing. The Board concluded that the quality and efficiency of the services Invesco Advisers and its affiliates provide to the Invesco Funds support the Board’s approval of the continuance of the Fund’s investment advisory agreement.
  The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the additional resources and talents of the Affiliated Sub-Advisers in managing the Fund.
 
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B.  Fund Performance
The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
  The Board noted that the Fund recently began operations and that only three calendar years of comparative performance data was available. The Board compared the Fund’s performance during the past one and three calendar years to the performance of funds in the Lipper performance universe that are not managed by Invesco Advisers or an Affiliated Sub-Adviser and against the Lipper Large-Cap Value Funds Index. The Board noted that the performance of Class A shares of the Fund was in the third quintile of its performance universe for the one and three year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the performance of Class A shares of the Fund was below the performance of the Index for the one and three year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Advisers or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the contractual advisory fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that comparative data is as of varying dates, which may affect the comparability of data during times of market volatility.
  The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other mutual funds or client accounts in a manner substantially similar to the management of the Fund.
  The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the effect this expense limitation would have on the Fund’s total estimated expenses.
  The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers.
  After taking account of the Fund’s contractual advisory and sub-advisory fee rates, the comparative advisory fee information discussed above, the advisory fee after fee waivers and expense limitations and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes seven breakpoints, and that the Fund would share in economies of scale as the Fund’s net assets exceeded the breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services. The Board reviewed with Invesco Advisers the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in connection with managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit with respect to the services Invesco Advisers and its subsidiaries provide to the Fund and the Invesco Funds. The Board also noted that Invesco Advisers continues to support the Invesco Funds with spending on regulatory compliance, attribution systems, global trading initiatives and a focus on building out the product line-up for the benefit of all shareholders of the Invesco Funds. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided and the support provided to the Invesco Funds. The Board considered whether Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts and concluded that Invesco Advisers and each Affiliated Sub-Adviser have the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits received by Invesco Advisers and its affiliates resulting from the relationship with the Fund, including the fees received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates are providing these services in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that the soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of the Invesco Funds, these arrangements are consistent with regulatory requirements.
  The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
25        Invesco Structured Value Fund


Table of Contents

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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
U.S. Treasury Obligations*
    0.02%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
26        Invesco Structured Value Fund


Table of Contents

Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

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(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
(INVESCO MOUNTAIN LOGO)
     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at our website, invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
     
SVAL-AR-1
  Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 
 
 
 
Invesco Van Kampen American Franchise Fund
     
Annual Report to Shareholders
              August 31, 2010          
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
15
  Financial Highlights
18
  Notes to Financial Statements
25
  Auditor’s Report
26
  Fund Expenses
27
  Approval of Investment Advisory and Sub-Advisory Agreements
29
  Tax Information
30
  Results of Proxy
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Van Kampen American Franchise Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Van Kampen American Franchise Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
As part of Invesco’s June 1, 2010, acquisition of Morgan Stanley’s retail asset management business, Van Kampen American Franchise Fund was reorganized into Invesco Van Kampen American Franchise Fund.
     On June 25, 2010, Erik Voss and Ido Cohen replaced the existing Fund management team. A listing of your Fund’s managers appears later in this report.
     For the fiscal year ended August 31, 2010, Invesco Van Kampen American Franchise Fund at net asset value had positive double-digit returns and outperformed the Fund’s benchmark, the S&P 500 Index. Outperformance was driven primarily by stock selection in several sectors.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    11.75 %
 
Class B Shares
    10.89  
 
Class C Shares
    11.02  
 
Class Y Shares
    11.95  
 
S&P 500 Index (Broad Market Index)
    4.93  
 
Russell 1000 Growth Index (Style-Specific Index)
    6.14  
 
  Lipper Inc.

 
How we invest
We believe a growth investment strategy is an essential component of a diversified portfolio.
     Our investment process emphasizes rigorous bottom-up analysis of individual companies. We seek to invest in companies with strong or improving fundamentals, attractive valuation relative to growth prospects and earnings expectations that appear fair to conservative.
     To narrow our investment universe, we utilize a holistic approach that emphasizes fundamental research and, to a lesser extent, includes quantitative analysis. At the end of this distillation process, we have a set of stocks to analyze in greater depth.
     Our fundamental analysis focuses on identifying companies with strong drivers of growth. To accomplish this goal, we
conduct rigorous bottom-up analysis to develop higher conviction in each company’s prospects for growth. Through our analysis, we develop a mosaic of each company through detailed discussions with company management teams, competitors, distributors, suppliers, Wall Street analysts and customers. We also utilize a variety of valuation techniques based on the company in question, the industry in which the company operates, the stage of the business cycle and other factors that best reflect a company’s value.
     Risk management plays an important role in portfolio construction, as our target portfolio attempts to maximize the relationship between risk and return. We seek to accomplish this goal by investing in companies with attractive fundamental prospects for growth and we divide the


portfolio between stable growth stocks and catalyst-driven stocks.
     We consider selling a stock for any of the following reasons:
n   The price target set at purchase has been reached.
 
n   There is deterioration in fundamentals.
 
n   The catalysts for growth are no longer present or are reflected in the stock price.
 
n   There is a more attractive investment opportunity.
 
Market conditions and your Fund
The U.S. economy provided signs of improvement during the Fund’s fiscal year, potentially indicating that the economy had transitioned from a contraction phase into an expansionary phase. Nevertheless, the pace of recovery remained modest, and the transition from government stimulus-induced growth to private economic recovery was uncertain.
     The U.S. Federal Reserve’s federal funds target rate remained low, ranging from zero to 0.25%.1 Real gross domestic product (GDP) registered positive growth during the reporting period, with annualized increases of 5.0%, 3.7% and 1.7% for the fourth quarter of 2009, and the first and second quarters of 2010, respectively.2 Inflation, measured by the seasonally-adjusted Consumer Price Index (CPI), remained relatively benign. While labor markets improved as layoffs moderated, new hiring remained quite weak. Unemployment, after climbing steadily throughout 2009, fell slightly during the first half of 2010 to a rate of 9.6% nationwide as of August 2010.3
     Against this backdrop, financial services, energy and health care were among the weakest performing sectors of the S&P 500 Index. Conversely, consumer discretionary, industrials and telecommunication services were the best performing sectors.


 
Portfolio Composition
By sector
         
Information Technology
    30.1 %
 
Consumer Discretionary
    14.3  
 
Health Care
    13.1  
 
Industrials
    11.2  
 
Energy
    9.0  
 
Materials
    5.9  
 
Financials
    4.6  
 
Consumer Staples
    2.3  
 
Telecommunication Services
    1.7  
 
Money Market Funds
Plus Other Assets Less Liabilities
    7.8  
 
         
Total Net Assets
  $217.4 million  
 
       
Total Number of Holdings*
    62  
 
Top 10 Equity Holdings*
         
1.    Apple, Inc.
    6.8 %
 
2.    EMC Corp.
    2.7  
 
3.    Exxon Mobil Corp.
    2.5  
 
4.    Union Pacific Corp.
    2.4  
 
5.    Mead Johnson Nutrition Co.
    2.3  
 
6.    Barrick Gold Corp.
    2.2  
 
7.    Baidu, Inc.
    2.2  
 
8.    Comcast Corp.
    2.2  
 
9.    Goodrich Corp.
    2.1  
 
10.  Abbott Laboratories
    2.1  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Van Kampen American Franchise Fund

 


Table of Contents

     The Fund at NAV had double-digit absolute returns and outperformed the S&P 500 Index during the reporting period. The Fund outperformed the index by the widest margins in the consumer discretionary, financials, information technology (IT) and health care sectors. Outperformance in each of these sectors was driven largely by stock selection.
     The Fund outperformed the S&P 500 Index most significantly in the consumer discretionary sector, driven by stock selection and an overweight position. Examples of holdings that made key contributions to performance included Starbucks and Internet retailer Amazon.com.
     Outperformance in the financials sector was driven primarily by stock selection. In this sector, holdings that contributed to the Fund’s performance included Berkshire Hathaway, diversified financial services holding American Express and real estate services firm Brookfield Asset Management. An underweight position in the sector also contributed to performance. The Fund’s position in Brookfield Asset Management was sold during the reporting period.
     In the IT sector, Apple was the leading contributor to Fund performance during the reporting period. Apple continued to benefit from strong growth in revenue and earnings, driven by solid demand for the iPhone as well as the successful launch of the new iPad hand-held computer. Other holdings that contributed to performance in this sector included Redecard and customer relationship software maker Salesforce.com. The Fund’s position in Redecard was sold during the reporting period.
     The Fund’s outperformance in the health care sector was largely due to stock selection. In this sector, one of the leading contributors to outperformance was pharmaceutical research and services provider Millipore. Eye care products maker Alcon was also a key contributor to Fund performance. The Fund’s position in Millipore was sold during the reporting period.
     Some of the Fund’s outperformance was offset by underperformance in other sectors, including energy, materials and industrials. The Fund underperformed by the widest margin in the energy sector, driven by stock selection. In this sector, examples of holdings that detracted from performance included Schlumberger, Occidental Petroleum and EOG Resources. In the materials sector, the leading detractor from Fund performance was cement maker Cemex. The Fund’s
position in Cemex was sold during the reporting period. Underperformance in the industrials sector was due to an underweight position. Additionally, industrial and commercial products maker Ingersoll-Rand was one of the key detractors from Fund performance in this sector.
     As we’ve discussed, the stock market experienced volatile performance during the reporting period. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult a financial adviser to discuss your individual financial program.
     We thank you for your commitment to Invesco Van Kampen American Franchise Fund.
1 U.S. Federal Reserve
2 Bureau of Economic Analysis
3 Bureau of Labor Statistics
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF ERIK VOSS)
Erik Voss
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Van Kampen American Franchise Fund. He joined Invesco in 2010. Mr. Voss earned a B.S. in mathematics and an M.S. in applied sciences program in finance, both from the University of Wisconsin.
(PHOTO OF IDO COHEN)
Ido Cohen
Portfolio manager, is manager of Invesco Van Kampen American Franchise Fund. He joined Invesco in 2010. Mr. Cohen is a cum laude graduate of The Wharton School of the University of Pennsylvania with a B.S. in economics.


5   Invesco Van Kampen American Franchise Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund date from 6/23/05, Index data from 6/30/05
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and
management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each
segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.


6   Invesco Van Kampen American Franchise Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
         
Class A Shares
       
 
Inception (6/23/05)
    0.93 %
 
5 Years
    0.62  
 
1 Year
    5.57  
 
 
       
Class B Shares
       
 
Inception (6/23/05)
    1.07 %
 
5 Years
    0.63  
 
1 Year
    5.89  
 
 
       
Class C Shares
       
 
Inception (6/23/05)
    1.28 %
 
5 Years
    1.03  
 
1 Year
    10.02  
 
 
       
ClassY Shares
       
 
Inception (6/23/05)
    2.28 %
 
5 Years
    2.04  
 
1 Year
    11.95  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco Van Kampen American Franchise Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Van Kampen American Franchise Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.35%, 2.10%, 2.10% and 1.10%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B,
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges
         
Class A Shares
       
 
Inception (6/23/05)
    0.80 %
 
5 Years
    0.97  
 
1 Year
    18.74  
 
 
       
Class B Shares
       
 
Inception (6/23/05)
    0.98 %
 
5 Years
    1.01  
 
1 Year
    19.90  
 
 
       
Class C Shares
       
 
Inception (6/23/05)
    1.18 %
 
5 Years
    1.39  
 
1 Year
    23.90  
 
 
       
Class Y Shares
       
 
Inception (6/23/05)
    2.19 %
 
5 Years
    2.38  
 
1 Year
    26.03  
Class C and Class Y shares was 1.41%, 2.16%, 2.16% and 1.16%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.
      


7   Invesco Van Kampen American Franchise Fund

 


Table of Contents

 
Invesco Van Kampen American Franchise Fund’s investment objective is to seek long-term capital appreciation.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
n   The Fund is non-diversified and invests a greater portion of its assets in a more limited number of issuers than a diversified fund and, as a result, is subject to a greater risk than a diversified fund because changes in the financial condition or market assessment of a single issuer may cause greater fluctuations in the value of the Fund’s shares.
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid.
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
n   The Russell 1000® Growth Index is an unmanaged index considered representative of large-cap growth stocks. The Russell 1000 Growth Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
     
Class A Shares
  VAFAX
Class B Shares
  VAFBX
Class C Shares
  VAFCX
Class Y Shares
  VAFIX


8   Invesco Van Kampen American Franchise Fund

 


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–92.2%
 
       
 
Aerospace & Defense–2.1%
 
       
Goodrich Corp.
    67,620     $ 4,630,618  
 
 
Agricultural Products–0.8%
 
       
Bunge Ltd. (Bermuda)
    31,666       1,678,298  
 
 
Air Freight & Logistics–2.0%
 
       
C.H. Robinson Worldwide, Inc.
    40,486       2,631,185  
 
Expeditors International of Washington, Inc.
    44,054       1,744,098  
 
              4,375,283  
 
 
Airlines–1.3%
 
       
Continental Airlines, Inc., Class B(a)
    127,620       2,851,031  
 
 
Apparel Retail–3.8%
 
       
Limited Brands, Inc.
    175,605       4,144,278  
 
Ross Stores, Inc.
    85,011       4,219,096  
 
              8,363,374  
 
 
Application Software–1.7%
 
       
Salesforce.com, Inc.(a)
    34,153       3,752,732  
 
 
Asset Management & Custody Banks–0.8%
 
       
Ameriprise Financial, Inc.
    38,739       1,688,246  
 
 
Biotechnology–1.5%
 
       
Gilead Sciences, Inc.(a)
    103,171       3,287,028  
 
 
Broadcasting & Cable TV–2.2%
 
       
Comcast Corp., Class A
    277,040       4,742,925  
 
 
Broadcasting–Diversified–2.1%
 
       
DIRECTV, Class A(a)
    63,467       2,406,669  
 
Time Warner Cable, Inc.
    42,749       2,206,276  
 
              4,612,945  
 
 
Casinos & Gaming–1.3%
 
       
Las Vegas Sands Corp.(a)
    101,385       2,872,237  
 
 
Communications Equipment–1.8%
 
       
Cisco Systems, Inc.(a)
    197,549       3,960,857  
 
 
Computer Hardware–8.9%
 
       
Apple, Inc.(a)
    60,813       14,800,060  
 
International Business Machines Corp.
    36,454       4,492,226  
 
              19,292,286  
 
 
Computer Storage & Peripherals–2.7%
 
       
EMC Corp.(a)
    324,060       5,910,854  
 
 
Construction & Farm Machinery & Heavy Trucks–2.0%
 
       
Deere & Co.
    67,450       4,267,561  
 
 
Consumer Finance–1.7%
 
       
American Express Co.
    91,222       3,637,021  
 
 
Data Processing & Outsourced Services–1.7%
 
       
Visa, Inc., Class A
    54,155       3,735,612  
 
 
Fertilizers & Agricultural Chemicals–3.7%
 
       
Monsanto Co.
    78,301       4,122,547  
 
Mosaic Co.
    68,189       3,999,967  
 
              8,122,514  
 
 
Food Retail–0.0%
 
       
Tesco PLC (United Kingdom)
    17,992       112,291  
 
 
General Merchandise Stores–1.1%
 
       
Dollar Tree, Inc.(a)
    53,345       2,418,129  
 
 
Gold–2.2%
 
       
Barrick Gold Corp. (Canada)(b)
    102,095       4,773,962  
 
 
Health Care Equipment–1.6%
 
       
Edwards Lifesciences Corp.(a)
    26,073       1,501,023  
 
Hospira, Inc.(a)
    38,972       2,001,602  
 
              3,502,625  
 
 
Health Care Services–1.1%
 
       
Express Scripts, Inc.(a)
    24,740       1,053,924  
 
Medco Health Solutions, Inc.(a)
    29,090       1,264,833  
 
              2,318,757  
 
 
Health Care Supplies–1.1%
 
       
Alcon, Inc. (Switzerland)
    14,844       2,407,697  
 
 
Home Improvement Retail–0.8%
 
       
Home Depot, Inc.
    61,137       1,700,220  
 
 
Industrial Machinery–1.4%
 
       
Ingersoll-Rand PLC (Ireland)
    93,591       3,044,515  
 
 
Integrated Oil & Gas–4.5%
 
       
Exxon Mobil Corp.
    93,308       5,520,101  
 
Occidental Petroleum Corp.
    57,658       4,213,647  
 
              9,733,748  
 
 
Internet Retail–1.1%
 
       
Amazon.com, Inc.(a)
    19,149       2,390,370  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Van Kampen American Franchise Fund


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    Shares   Value
 
 
Internet Software & Services–3.2%
 
       
Baidu, Inc.–ADR (Cayman Islands)(a)
    60,808     $ 4,769,171  
 
Google, Inc., Class A(a)
    4,902       2,205,998  
 
              6,975,169  
 
 
IT Consulting & Other Services–2.0%
 
       
Cognizant Technology Solutions Corp., Class A(a)
    73,987       4,262,021  
 
 
Life & Health Insurance–1.2%
 
       
Prudential Financial, Inc.
    49,982       2,527,590  
 
 
Life Sciences Tools & Services–0.9%
 
       
Thermo Fisher Scientific, Inc.(a)
    46,003       1,937,646  
 
 
Managed Health Care–2.0%
 
       
UnitedHealth Group, Inc.
    138,101       4,380,564  
 
 
Oil & Gas Equipment & Services–3.9%
 
       
Cameron International Corp.(a)
    45,456       1,671,872  
 
Halliburton Co.
    117,965       3,327,792  
 
Schlumberger Ltd. (Netherlands Antilles)
    66,794       3,562,124  
 
              8,561,788  
 
 
Oil & Gas Exploration & Production–0.6%
 
       
EOG Resources, Inc.
    14,248       1,237,724  
 
 
Pharmaceuticals–4.9%
 
       
Abbott Laboratories
    91,348       4,507,110  
 
Mead Johnson Nutrition Co.
    94,582       4,936,235  
 
Teva Pharmaceutical Industries Ltd.–ADR (Israel)
    21,974       1,111,445  
 
              10,554,790  
 
 
Property & Casualty Insurance–1.0%
 
       
Berkshire Hathaway, Inc., Class B(a)
    28,400       2,237,352  
 
 
Railroads–2.4%
 
       
Union Pacific Corp.
    70,096       5,112,802  
 
 
Restaurants–1.8%
 
       
McDonald’s Corp.
    51,550       3,766,243  
 
Starbucks Corp.
    8,444       194,128  
 
              3,960,371  
 
 
Semiconductors–3.0%
 
       
Broadcom Corp., Class A
    60,315       1,807,641  
 
Intel Corp.
    131,617       2,332,253  
 
Xilinx, Inc.
    94,902       2,291,883  
 
              6,431,777  
 
 
Soft Drinks–1.5%
 
       
Dr. Pepper Snapple Group, Inc.
    88,621       3,263,025  
 
 
Systems Software–5.1%
 
       
Microsoft Corp.
    113,125       2,656,175  
 
Red Hat, Inc.(a)
    70,978       2,452,290  
 
Rovi Corp.(a)
    90,591       3,941,614  
 
VMware, Inc., Class A(a)
    25,544       2,006,992  
 
              11,057,071  
 
 
Wireless Telecommunication Services–1.7%
 
       
American Tower Corp., Class A(a)
    79,024       3,703,065  
 
Total Common Stocks–92.2% (Cost $186,347,585)
            200,386,491  
                 
 
 
Money Market Funds–6.2%
 
       
Liquid Assets Portfolio–Institutional Class(c)
    6,727,054       6,727,054  
 
Premier Portfolio–Institutional Class(c)
    6,727,054       6,727,054  
 
Total Money Market Funds–6.2% (Cost $13,454,108)
            13,454,108  
 
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–98.4% (Cost $199,801,693)
            213,840,599  
 
 
Investments Purchased with Cash Collateral from Securities on Loan
 
       
 
Money Market Funds–1.7%
 
       
Liquid Assets Portfolio–Institutional Class(c)(d)(Cost $3,637,122)
    3,637,122       3,637,122  
 
TOTAL INVESTMENTS–100.1% (Cost $203,438,815)
            217,477,721  
 
Foreign Currency–0.0% (Cost $4)
            4  
 
OTHER ASSETS LESS LIABILITIES–(0.1)%
            (103,949 )
 
NET ASSETS–100.0%
          $ 217,373,776  
 
 
Investment Abbreviation:
 
ADR – American Depositary Receipt
 
Percentages are calculated as a percentage of net assets.
 
Notes to Schedule of Investments:
 
(a) Non-income producing security.
(b) All or portion of this security was out on loan at August 31, 2010.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.
(d) 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 1(K).
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Van Kampen American Franchise Fund


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Fair Value Measurements
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further information regarding fair value measurements.)
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value.
 
                                 
    Level 1   Level 2   Level 3    
        Other Significant
  Significant
   
    Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Equity Securities
  $ 217,365,430     $ 112,291     $     $ 217,477,721  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $186,347,585)*
  $ 200,386,491  
 
Investments in affiliated money market funds, at value and cost
    17,091,230  
 
Total investments, at value (Cost $203,438,815)
    217,477,721  
 
Foreign currency (Cost $4)
    4  
 
Receivables:
       
Investments sold
    4,686,097  
 
Dividends
    505,813  
 
Fund shares sold
    356,684  
 
Other
    1,291  
 
Total assets
    223,027,610  
 
 
Liabilities:
 
Payables:
       
Collateral upon return of securities loaned
    3,637,122  
 
Investments purchased
    1,110,216  
 
Fund shares repurchased
    486,339  
 
Distributor and affiliates
    158,126  
 
Accrued expenses
    262,031  
 
Total liabilities
    5,653,834  
 
Net assets
  $ 217,373,776  
 
 
Net assets consist of:
 
Capital (Par value of $0.01 per share with an unlimited number of shares authorized)
  $ 266,513,675  
 
Net unrealized appreciation
    14,051,226  
 
Accumulated undistributed net investment income (loss)
    (165,074 )
 
Accumulated net realized gain (loss)
    (63,026,051 )
 
Net assets
  $ 217,373,776  
 
 
Maximum offering price per share:
 
Class A shares:
       
Net asset value and redemption price per share (Based on net assets of $168,731,338 and 17,228,118 shares of beneficial interest issued and outstanding)
  $ 9.79  
 
Maximum sales charge (5.50% of offering price)
    0.57  
 
Maximum offering price to public
  $ 10.36  
 
Class B shares:
       
Net asset value and offering price per share (Based on net assets of $22,332,151 and 2,315,491 shares of beneficial interest issued and outstanding)
  $ 9.64  
 
Class C shares:
       
Net asset value and offering price per share (Based on net assets of $23,717,877 and 2,451,344 shares of beneficial interest issued and outstanding)
  $ 9.68  
 
Class Y shares:
       
Net asset value and offering price per share (Based on net assets of $2,592,410 and 263,713 shares of beneficial interest issued and outstanding)
  $ 9.83  
 
At August 31, 2010, securities with an aggregate value of $3,580,460 were on loan to brokers.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the Year Ended August 31, 2010
 
 
         
 
Investment Income:
 
Dividends (net of foreign withholding taxes of $106,359)
  $ 3,479,845  
 
Dividends from affiliated money market funds
    6,800  
 
Interest
    5,561  
 
Total income
    3,492,206  
 
 
Expenses:
 
Investment advisory fee
    1,729,791  
 
Distribution fees
       
Class A
    486,023  
 
Class B
    245,709  
 
Class C
    227,004  
 
Transfer agent fees —
    503,227  
 
Reports to shareholders
    124,133  
 
Administrative services fees
    73,397  
 
Professional fees
    56,905  
 
Registration fees
    50,832  
 
Trustees and officers’ fees and benefits
    27,700  
 
Custody
    23,322  
 
Other
    24,297  
 
Total expenses
    3,572,340  
 
Expense reduction
    4,049  
 
Net expense
    3,568,291  
 
Net investment income (loss)
    (76,085 )
 
 
Realized and unrealized gain (loss)
:
 
Realized gain (loss):
       
Investments
    45,892,763  
 
Foreign currency transactions
    (197,220 )
 
Net realized gain
    45,695,543  
 
Unrealized appreciation (depreciation):
       
Beginning of the period
    29,984,322  
 
End of the period:
       
Investments
    14,038,906  
 
Foreign currency translation
    12,320  
 
      14,051,226  
 
Net unrealized appreciation (depreciation) during the period
    (15,933,096 )
 
Net realized and unrealized gain
    29,762,447  
 
Net increase in net assets from operations
  $ 29,686,362  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
 
                 
    For The
  For The
    Year Ended
  Year Ended
    August 31,
  August 31,
    2010   2009
 
 
From Investment Activities:
 
       
 
Operations:
 
       
Net investment income (loss)
  $ (76,085 )   $ 3,443,820  
 
Net realized gain (loss)
    45,695,543       (90,771,161 )
 
Net unrealized appreciation (depreciation) during the period
    (15,933,096 )     49,533,241  
 
Change in net assets from operations
    29,686,362       (37,794,100 )
 
 
Distributions from net investment income:
 
       
Class A shares
    (2,517,727 )     (4,110,002 )
 
Class B shares
    (162,720 )     (269,527 )
 
Class C shares
    (152,378 )     (281,286 )
 
Class Y shares
    (39,480 )     (29,245 )
 
Total distributions
    (2,872,305 )     (4,690,060 )
 
Net change in net assets from investment activities
    26,814,057       (42,484,160 )
 
 
From capital transactions:
 
       
Proceeds from shares sold
    30,839,042       98,653,024  
 
Net asset value of shares issued through dividend reinvestment
    2,791,563       4,284,372  
 
Cost of shares repurchased
    (93,177,185 )     (106,411,396 )
 
Net change in net assets from capital transactions
    (59,546,580 )     (3,474,000 )
 
Total decrease in net assets
    (32,732,523 )     (45,958,160 )
 
 
Net Assets:
 
       
Beginning of the period
    250,106,299       296,064,459  
 
End of the period (including accumulated undistributed net investment income (loss) of $(165,074) and $2,784,562 respectively)
  $ 217,373,776     $ 250,106,299  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco Van Kampen American Franchise Fund


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Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                         
    Class A Shares
    Year Ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 8.87     $ 10.23     $ 12.19     $ 11.41     $ 10.17  
 
Net investment income(a)
    0.01       0.13       0.13       0.36       0.15  
 
Net realized and unrealized gain (loss)
    1.03       (1.33 )     (1.20 )     0.52       1.15  
 
Total from investment operations
    1.04       (1.20 )     (1.07 )     0.88       1.30  
 
Less:
 
                                       
Distributions from net investment income
    0.12       0.16       0.31       0.10       0.06  
 
Distributions from net realized gain
    -0-       -0-       0.58       -0- (b)     -0-  
 
Total distributions
    0.12       0.16       0.89       0.10       0.06  
 
Net asset value, end of the period
  $ 9.79     $ 8.87     $ 10.23     $ 12.19     $ 11.41  
 
Total return*
    11.75 %(c)     (11.40 )%(d)     (9.31 )%(d)     7.75 %(d)     12.80 %(d)
 
Net assets at end of the period (in millions)
  $ 168.7     $ 200.1     $ 241.0     $ 394.0     $ 173.7  
 
Ratio of expenses to average net assets*
    1.30 %(e)     1.35 %(f)     1.24 %(f)     1.19 %(f)     1.36 %(f)
 
Ratio of net investment income to average net assets*
    0.11 %(e)     1.60 %     1.22 %     2.93 %     1.39 %
 
Portfolio turnover(g)
    101 %     105 %     18 %     39 %     17 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
Ratio of expenses to average net assets
    1.30 %(e)     1.41 %(f)     N/A       N/A       1.46 %(f)
 
Ratio of net investment income to average net assets
    0.11 %(e)     1.54 %     N/A       N/A       1.29 %
 
(a) Based on average shares outstanding.
(b) Amount is less than $0.01 per share.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or a contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) Ratios are based on average daily net assets (000’s omitted) of $194,409.
(f) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If this credit was reflected as a reduction of expenses, the ratio would decrease by 0.01% for the year ended August 31, 2006.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A=Not Applicable
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
15        Invesco Van Kampen American Franchise Fund


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Financial Highlights—(continued)
 
                                         
    Class B Shares
    Year Ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 8.75     $ 10.08     $ 12.03     $ 11.30     $ 10.15  
 
Net investment income (loss)(a)
    (0.06 )     0.07       0.05       0.26       0.07  
 
Net realized and unrealized gain (loss)
    1.01       (1.31 )     (1.18 )     0.53       1.13  
 
Total from investment operations
    0.95       (1.24 )     (1.13 )     0.79       1.20  
 
Less:
 
                                       
Distributions from net investment income
    0.06       0.09       0.24       0.06       0.05  
 
Distributions from net realized gain
    -0-       -0-       0.58       -0- (b)     -0-  
 
Total distributions
    0.06       0.09       0.82       0.06       0.05  
 
Net asset value, end of the period
  $ 9.64     $ 8.75     $ 10.08     $ 12.03     $ 11.30  
 
Total return*
    10.89 %(c)     (12.09 )%(d)     (9.98 )%(d)     7.01 %(d)     11.90 %(d)
 
Net assets at end of the period (in millions)
  $ 22.3     $ 23.5     $ 28.3     $ 38.4     $ 19.5  
 
Ratio of expenses to average net assets*
    2.05 %(e)     2.10 %(f)     2.00 %(f)     1.95 %(f)     2.11 %(f)
 
Ratio of net investment income (loss) to average net assets*
    (0.64 )%(e)     0.86 %     0.45 %     2.15 %     0.65 %
 
Portfolio turnover(g)
    101 %     105 %     18 %     39 %     17 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
                                       
Ratio of expenses to average net assets
    2.05 %(e)     2.16 %(f)     N/A       N/A       2.21 %(f)
 
Ratio of net investment income (loss) to average net assets
    (0.64 )%(e)     0.80 %     N/A       N/A       0.55 %
 
(a) Based on average shares outstanding.
(b) Amount is less than $0.01 per share.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC charge of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) Ratios are based on average daily net assets (000’s omitted) of $24,571.
(f) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If this credit was reflected as a reduction of expenses, the ratio would decrease by 0.01% for the year ended August 31, 2006.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A=Not Applicable
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Van Kampen American Franchise Fund


Table of Contents

Financial Highlights—(continued)
 
                                         
    Class C Shares
    Year Ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 8.76     $ 10.10     $ 12.02     $ 11.30     $ 10.15  
 
Net investment income (loss)(a)
    (0.05 )     0.06       0.06       0.26       0.07  
 
Net realized and unrealized gain (loss)
    1.03       (1.30 )     (1.18 )     0.53       1.13  
 
Total from investment operations
    0.98       (1.24 )     (1.12 )     0.79       1.20  
 
Less:
 
                                       
Distributions from net investment income
    0.06       0.10       0.22       0.07       0.05  
 
Distributions from net realized gain
    -0-       -0-       0.58       -0- (b)     -0-  
 
Total distributions
    0.06       0.10       0.80       0.07       0.05  
 
Net asset value, end of the period
  $ 9.68     $ 8.76     $ 10.10     $ 12.02     $ 11.30  
 
Total return*
    11.14 %(c)(d)     (12.11 )%(e)     (9.89 )%(e)(g)     6.99 %(e)     11.91 %(e)
 
Net assets at end of the period (in millions)
  $ 23.7     $ 25.1     $ 26.6     $ 46.4     $ 24.8  
 
Ratio of expenses to average net assets*
    1.93 %(d)(f)     2.16 %(h)     1.92 %(g)(h)     1.95 %(h)     2.11 %(h)
 
Ratio of net investment income (loss) to average net assets*
    (0.52 )%(d)(f)     0.78 %     0.55 %(g)     2.15 %     0.64 %
 
Portfolio turnover(i)
    101 %     105 %     18 %     39 %     17 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
Ratio of expenses to average net assets
    1.93 %(d)(f)     2.22 %(h)     N/A       N/A       2.21 %(h)
 
Ratio of net investment income (loss) to average net assets
    (0.52 )%(d)(f)     0.72 %     N/A       N/A       0.54 %
 
(a) Based on average shares outstanding.
(b) Amount is less than $0.01 per share.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income (Loss) to Average Net Assets reflect actual Rule 12b-1 fees of 0.88%.
(e) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC charge of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(f) Ratios are based on average daily net assets (000’s omitted) of $25,819.
(g) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual Rule 12b-1 fees less than 1%.
(h) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If this credit was reflected as a reduction of expenses, the ratio would decrease by 0.01% for the year ended August 31, 2006.
(i) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A=Not Applicable
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
                                         
    Class Y Shares Ù
    Year Ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 8.91     $ 10.27     $ 12.23     $ 11.44     $ 10.17  
 
Net investment income(a)
    0.04       0.14       0.18       0.42       0.18  
 
Net realized and unrealized gain (loss)
    1.02       (1.31 )     (1.22 )     0.48       1.15  
 
Total from investment operations
    1.06       (1.17 )     (1.04 )     0.90       1.33  
 
Less:
 
                                       
Distributions from net investment income
    0.14       0.19       0.34       0.11       0.06  
 
Distributions from net realized gain
    -0-       -0-       0.58       -0-(b )     -0-  
 
Total distributions
    0.14       0.19       0.92       0.11       0.06  
 
Net asset value, end of the period
  $ 9.83     $ 8.91     $ 10.27     $ 12.23     $ 11.44  
 
Total return*
    11.95 %(c)     (11.07 )%(d)     (9.05 )%(d)     7.93 %(d)     13.22 %(d)
 
Net assets at end of the period (in millions)
  $ 2.6     $ 1.5     $ 0.1     $ 1.6     $ 1.0  
 
Ratio of expenses to average net assets*
    1.05 %(e)     1.10 %(f)     1.00 %(f)     0.93 %(f)     1.11 %(f)
 
Ratio of net investment income to average net assets*
    0.35 %(e)     1.77 %     1.65 %     3.42 %     1.79 %
 
Portfolio turnover(g)
    101 %     105 %     18 %     39 %     17 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
Ratio of expenses to average net assets
    1.05 %(e)     1.18 %(f)     N/A       N/A(f )     1.21 %(f)
 
Ratio of net investment income to average net assets
    0.35 %(e)     1.69 %     N/A       N/A       1.69 %
 
(a) Based on average shares outstanding.
(b) Amount is less than $0.01 per share.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Assumes reinvestment of all distributions for the period. These returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) Ratios are based on average daily net assets (000’s omitted) of $2,571.
(f) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If this credit was reflected as a reduction of expenses, the ratio would decrease by 0.01% for the year ended August 31, 2006.
Ù On June 1, 2010, the Fund’s former Class I Shares were reorganized into Class Y Shares.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A=Not Applicable
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen American Franchise Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  Prior to June 1, 2010, the Fund operated as Van Kampen American Franchise Fund (the “Acquired Fund”), an investment portfolio of Van Kampen Equity Trust II. The Acquired Fund was reorganized on June 1, 2010 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is long-term capital appreciation.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B
 
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shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
 
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    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Repurchase Agreements — The Fund may enter into repurchase agreements. Collateral on repurchase agreements, including the Fund’s pro-rata interest in joint repurchase agreements, is taken into possession by the Fund upon entering into the repurchase agreement. Eligible securities for collateral are securities consistent with the Fund’s investment objectives and may consist of U.S. Government Securities, U.S. Government Sponsored Agency Securities and/or, Investment Grade Debt Securities. Collateral consisting of U.S. Government Securities and U.S. Government Sponsored Agency Securities is marked to market daily to ensure its market value is at least 102% of the sales price of the repurchase agreement. Collateral consisting of Investment Grade Debt Securities is marked to market daily to ensure its market value is at least 105% of the sales price of the repurchase agreement. The investments in some repurchase agreements, pursuant to procedures approved by the Board of Trustees, are through participation with other mutual funds, private accounts and certain non-registered investment companies managed by the investment advisor or its affiliates (“Joint repurchase agreements”). The principal amount of the repurchase agreement is equal to the value at period-end. If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the Fund might incur expenses in enforcing its rights, and could experience losses, including a decline in the value of the collateral and loss of income.
J. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
K. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy 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. Lending securities
 
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entails a risk of loss to the 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 fails to return the securities. 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. The Fund could experience delays and costs in gaining access to the collateral. The 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. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0 .70%
 
Next $500 million
    0 .65%
 
Over $1 billion
    0 .60%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $1,330,258 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, and Class Y shares to 1.35%, 2.10%, 2.10%, and 1.10%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the period ended August 31, 2010, the Adviser waived advisory fees of $4,049.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $25,604 to VKII. For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
  Prior to the Reorganization, under a legal services agreement, VKII provided legal services to the Acquired Fund. Pursuant to such agreement, the Acquired Fund paid $14,285 to VKII.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $118,297 for providing such services. Prior to the Reorganization, the Acquired Fund paid $118,232 to Van Kampen Investor Services Inc., which served as the Acquired Fund’s transfer agent. For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares and Class C shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets and up to 1.00% each of Class B and Class C average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
 
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  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $740,472 to VKFI.
  For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $4,830 in front-end sales commissions from the sale of Class A shares and $0, $15,302 and $478 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. Prior to the Reorganization, VKFI retained $33,078 in front-end sales commissions from the sale of Class A shares and $61,028, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. Prior to the Reorganization, the Acquired Fund recognized expense of $3,883 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP, of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund.
 
NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 2,872,305     $ 4,690,060  
 
Long-term capital gain
    -0-       -0-  
 
Total distributions
  $ 2,872,305     $ 4,690,060  
 
 
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Tax Components of Net Assets at Period-End:
 
         
    2010
 
Net unrealized appreciation — investments
  $ 13,312,172  
 
Net unrealized appreciation — other investments
    12,320  
 
Post-October currency loss deferral
    (165,074 )
 
Capital loss carryforward
    (62,299,317 )
 
Shares of beneficial interest
    266,513,675  
 
Total net assets
  $ 217,373,776  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $0 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2016
  $ 3,318,019  
 
August 31, 2017
    35,915,314  
 
August 31, 2018
    23,065,984  
 
Total capital loss carryforward
  $ 62,299,317  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $237,682,002 and $313,662,786, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 19,451,251  
 
Aggregate unrealized (depreciation) of investment securities
    (6,139,079 )
 
Net unrealized appreciation of investment securities
  $ 13,312,172  
 
Cost of investments for tax purposes is $204,165,549
 
NOTE 8—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, accumulated undistributed net investment income (loss) was decreased by $1,246, accumulated net realized gain (loss) was increased by $197,220 and shares of beneficial interest decreased by $195,974. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 9—Share Information
 
 
                                 
    For the
  For the
    year ended
  year ended
    August 31, 2010(a)   August 31, 2009
    Shares   Value   Shares   Value
 
Sales:
                               
Class A
    2,272,877 (b)   $ 22,481,196 (b)     10,262,168     $ 80,713,964  
 
Class B
    278,730       2,757,084       846,247       6,505,002  
 
Class C
    251,034       2,484,206       1,254,211       9,691,211  
 
Class Y
    316,694       3,116,556       223,949       1,742,847  
 
Total Sales
    3,119,335       30,839,042       12,586,575       98,653,024  
 
Dividend reinvestment:
                               
Class A
    254,295       2,479,382       505,826       3,743,187  
 
Class B
    16,396       158,221       35,704       262,070  
 
Class C
    14,122       136,561       34,206       251,415  
 
Class Y
    1,781       17,399       3,738       27,700  
 
Total dividend reinvestment
    286,594       2,791,563       579,474       4,284,372  
 
Repurchases:
                               
Class A
    (7,851,906 )(b)     (77,885,375 )(b)     (11,771,734 )     (89,993,407 )
 
Class B
    (660,819 )     (6,509,089 )     (1,011,800 )     (7,700,871 )
 
Class C
    (674,167 )     (6,643,790 )     (1,061,620 )     (8,148,482 )
 
Class Y
    (217,671 )     (2,138,931 )     (75,308 )     (568,636 )
 
Total Repurchases
    (9,404,563 )   $ (93,177,185 )     (13,920,462 )   $ (106,411,396 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 59% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b) Includes automatic conversion of 46,387 Class B shares into 45,762 Class A shares at a value of $461,494.
Effective November 30, 2010, all Invesco Funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 10—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen American Franchise Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen American Franchise Fund (formerly known as Van Kampen American Franchise Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides reasonable basis for our opinion. The statement of changes in net assets for the year ended August 31, 2009 and the financial highlights of the Fund for the periods ended August 31, 2009 and prior were audited by other independent auditors whose report dated October 26, 2009 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
            ACTUAL     (5% annual return before expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio3
A
    $ 1,000.00       $ 992.90       $ 6.33       $ 1,018.85       $ 6.41         1.26 %
                                                             
B
      1,000.00         989.73         10.08         1,015.07         10.21         2.01  
                                                             
C
      1,000.00         989.76         9.33         1,015.83         9.45         1.86  
                                                             
Y
      1,000.00         994.94         5.03         1,020.16         5.09         1.00  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
3  The expense ratio for Class C reflects actual 12b-1 fees of less than 1%.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen American Franchise Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
 
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the
 
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financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    99.94%  
Corporate Dividends Received Deduction*
    99.94%  
U.S. Treasury Obligations*
    0%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Van Kampen American Franchise Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
(1)
  Approve an Agreement and Plan of Reorganization     13,846,880       384,073       884,993       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/ completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)

     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
     
VK-AMFR-AR-1
  Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Invesco Van Kampen Core Equity Fund
Annual Report to Shareholders   §   August 31, 2010
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
15
  Financial Highlights
19
  Notes to Financial Statements
26
  Auditor’s Report
27
  Fund Expenses
28
  Approval of Investment Advisory and Sub-Advisory Agreements
30
  Results of Proxy
T-1
  Trustees and Officers



Table of Contents

Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Van Kampen Core Equity Fund


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Van Kampen Core Equity Fund


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
Effective June 25, 2010, Meggan Walsh assumed management of the Invesco Van Kampen Core Equity Fund as the lead portfolio manager along with Jonathan Harrington as portfolio manager and a team of equity analysts. We have extensive industry experience, specifically with strategies that focus on dividend-paying stocks. We appreciate the opportunity to manage your Fund and look forward to a long-term partnership.
     For the five months ended August 31, 2010, Invesco Van Kampen Core Equity Fund underperformed its style-specific benchmark, the S&P 500 Index. While we were managing the Fund for only part of this time, our comments will encompass the entire reporting period. The Fund’s underperformance for the period was largely due to an overweight in the consumer discretionary sector relative to the index. The Fund’s holdings in the industrials and financials sectors also detracted from relative results. Holdings in the consumer staples and utilities sectors had a positive effect on the Fund.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 3/31/10 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -10.99 %
 
Class B Shares
    -11.32  
 
Class C Shares
    -11.32  
 
Class R Shares
    -11.11  
 
Class Y Shares
    -10.84  
 
S&P 500 Index (Broad Market Index/Style-Specific Index)
    -9.48  
 
  Lipper Inc.

 
How we invest
Our total return approach focuses on balancing long-term capital appreciation, current income and capital preservation. The Fund can serve as a conservative cornerstone within a well-diversified asset allocation strategy, complementing more aggressive and cyclical investments.
     We seek companies that we believe have normalized earnings power greater than that implied by their current market valuation and that also return capital to shareholders via dividends and share repurchases. All stocks in the portfolio pay a dividend, and the Fund pays a quarterly dividend to shareholders. We strive to manage risk utilizing a valuation framework, careful stock selection and a rigorous buy-and-sell discipline.
     We look for dividend-paying companies with strong profitability, solid balance sheets and capital allocation policies that support sustained or increasing dividends and share repurchases. We perform extensive fundamental research, incorporating both financial statement analysis and an assessment of the potential reward relative to the downside risk to determine a fair valuation over our two-year investment horizon for each stock. We believe our process can provide the best combination of dividend income, price appreciation and capital preservation.
     We maintain a rigorous sell discipline and consider selling or trimming a stock when it no longer meets our investment criteria, including when:


n   A stock reaches its fair valuation (target price).
 
n   The company’s fundamental business prospects deteriorate.
 
n   A more attractive investment opportunity presents itself.
 
Market conditions and your Fund
During the reporting period, equity markets were volatile as the market began to question the sustainability of the recovery. Fears of a double-dip recession arose as the sovereign debt crisis unfolded in the euro zone and economic indicators remained weak domestically. In the U.S., unemployment, consumer spending and the housing market all remained subdued, adding to fears that the recovery was slowing to a sub-normal growth rate.
     In this environment, eight out of 10 sectors of the S&P 500 Index declined during the period.1 The more economically sensitive sectors such as financials, information technology (IT) and health care had the lowest returns, while traditionally defensive telecommunication services and utilities sectors had the highest returns. The health care sector, which historically has been more defensive, interestingly was one of the worst performers during the reporting period, mostly due to U.S. health care reform.
     The largest detractor from Fund performance was General Electric in the industrials sector, and we eliminated this position during the period. The Fund’s exposure to the consumer discretionary sector also detracted from Fund performance with Royal Caribbean, Guess? and Best Buy among the top detractors. We eliminated our positions in Royal Caribbean and Guess?, but continued to hold Best Buy at the end of the reporting period.
     The Fund owned foreign currency forward transactions during the reporting period. Portfolio managers used these


 
Portfolio Composition
By sector
         
Financials
    18.7 %
 
Consumer Staples
    17.0  
 
Consumer Discretionary
    15.5  
 
Industrials
    10.8  
 
Information Technology
    7.5  
 
Health Care
    5.8  
 
Utilities
    5.2  
 
Energy
    4.9  
 
Materials
    4.3  
 
Telecommunication Services
    2.9  
 
Money Market Funds Plus
Other Assets Less Liabilities
    7.4  
 
Total Net Assets   $34.6 million
     
Total Number of Holdings*   70
 
Top 10 Equity Holdings*
 
         
1.   Philip Morris International, Inc.
    3.0 %
 
2.   AT&T, Inc.
    2.9  
 
3.   Kimberly-Clark Corp.
    2.8  
4.   American Electric Power Co., Inc.
    2.1  
 
5.   SunTrust Banks, Inc.
    2.1  
 
6.   Automatic Data Processing, Inc.
    2.0  
 
7.   Johnson & Johnson
    2.0  
 
8.   Capital One Financial Corp.
    1.7  
 
9.   General Dynamics Corp.
    1.7  
 
10. Altria Group, Inc.
    1.7  
 
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


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contracts to hedge exposure to foreign currency depreciation. The contracts detracted slightly from Fund performance for the period, and no contracts were held at the end of the period.
     Since taking over management of the Fund, we added new holdings, such as General Mills and Coca-Cola, increasing our overweight exposure to the consumer staples sector. The Fund benefited as these companies delivered positive returns. Other strong contributors during the reporting period included telecommunications holding AT&T and utilities holding Public Service Enterprise Group (PSEG). We continued to hold our AT&T position at the end of the reporting period, but eliminated our exposure to PSEG, as we believed there were better total return opportunities elsewhere within the utilities sector.
     We also increased exposure to the financials and industrials sectors during the reporting period, while trimming exposure to the IT, health care and energy sectors. At the end of the period, our largest sector overweights relative to the S&P 500 index were in materials, consumer discretionary and utilities. Our largest underweights were in IT, health care and energy.
     The past several months have indeed been challenging for the markets. Although there have been signs of a slowdown in growth, we believe this is a normal part of the economic cycle as we transition out of the recovery phase. There are a number of positives which make us more optimistic about the markets. Corporate operating leverage is strong and profitability remains high given the dramatic cost reductions taken during the market downturn. Balance sheets are flush with cash, which can be used to benefit shareholders through dividends and/ or share repurchases. Dividend-paying stocks are also attractive versus bonds as equity yields remained higher. The removal of many regulatory-related uncertainties also bodes well for equity valuations.
     We believe one of our competitive advantages is a disciplined approach to evaluating stocks from a total return perspective; focusing not only on their capital appreciation potential, but also on their current dividend income and capital preservation. This approach can help create a well-diversified fund that can serve as a cornerstone allocation within an overall portfolio.
     We thank you for your commitment to Invesco Van Kampen Core Equity Fund.
1 Lipper Inc.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF MEGGAN WALSH)
Meggan Walsh
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Van Kampen Core Equity Fund.
Ms. Walsh began her investment career in 1987 and joined Invesco in 1991. She earned a B.S. in finance from the University of Maryland and an M.B.A. from Loyola University Maryland.
(PHOTO OF JONATHAN HARRINGTON)
Jonathan Harrington
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Core Equity Fund.
Mr. Harrington joined Invesco in 2001 in its corporate associate rotation program. He earned a B.A. in history and philosophy from Dartmouth College and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.


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Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund data from 8/27/07, Index data from 8/31/07
(PERFORMANCE CHART)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but
they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
 


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Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
Class A Shares
       
 
Inception (8/27/07)
    -13.45 %
 
1 Year
    -4.59  
 
 
       
Class B Shares
       
 
Inception (8/27/07)
    -13.28 %
 
1 Year
    -4.76  
 
 
       
Class C Shares
       
 
Inception (8/27/07)
    -12.47 %
 
1 Year
    -0.69  
 
 
       
Class R Shares
       
 
Inception (8/27/07)
    -12.07 %
 
1 Year
    0.79  
 
 
       
Class Y Shares
       
 
Inception (8/27/07)
    -11.62 %
 
1 Year
    1.34  
 
Effective June 1, 2010, Class A, Class B, Class C, Class R and Class I shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B, Class C, Class R and Class Y shares, respectively, of Invesco Van Kampen Core Equity Fund. Returns shown above for Class A, Class B, Class C, Class R and Class Y shares are blended returns of the predecessor fund and Invesco Van Kampen Core Equity Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R and Class Y shares was 1.20%, 1.95%, 1.95%, 1.45% and 0.95%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R and Class Y
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
Class A Shares
       
 
Inception (8/27/07)
    -14.46 %
 
1 Year
    7.02  
 
 
       
Class B Shares
       
 
Inception (8/27/07)
    -14.19 %
 
1 Year
    7.58  
 
 
       
Class C Shares
       
 
Inception (8/27/07)
    -13.38 %
 
1 Year
    11.49  
 
 
       
Class R Shares
       
 
Inception (8/27/07)
    -12.97 %
 
1 Year
    13.13  
 
 
       
Class Y Shares
       
 
Inception (8/27/07)
    -12.54 %
 
1 Year
    13.56  
shares was 1.63%, 2.38%, 2.38%, 1.88% and 1.38%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R and Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


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Invesco Van Kampen Core Equity Fund’s investment objective is to seek capital growth and income.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
 
n   Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and other expenses. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
n   The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   VCEAX
Class B Shares   VCEBX
Class C Shares   VCECX
Class R Shares   VCERX
Class Y Shares   VCEIX


8   Invesco Van Kampen Core Equity Fund


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Schedule of Investments
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–92.6%
 
       
 
Aerospace & Defense–4.4%
 
       
General Dynamics Corp.
    10,709     $ 598,312  
 
Raytheon Co.
    8,772       385,266  
 
United Technologies Corp.
    8,200       534,722  
 
              1,518,300  
 
 
Apparel, Accessories & Luxury Goods–1.3%
 
       
VF Corp.
    6,371       449,920  
 
 
Apparel Retail–1.2%
 
       
Ross Stores, Inc.
    8,021       398,082  
 
 
Asset Management & Custody Banks–2.5%
 
       
Federated Investors, Inc., Class B
    21,875       456,094  
 
State Street Corp.
    11,563       405,630  
 
              861,724  
 
 
Auto Parts & Equipment–1.4%
 
       
Johnson Controls, Inc.
    18,430       488,948  
 
 
Brewers–1.7%
 
       
Heineken NV (Netherlands)
    13,049       582,878  
 
 
Building Products–1.5%
 
       
Masco Corp.
    49,224       516,360  
 
 
Casinos & Gaming–1.3%
 
       
International Game Technology
    31,253       456,294  
 
 
Communications Equipment–1.1%
 
       
Corning, Inc.
    24,480       383,846  
 
 
Computer & Electronics Retail–1.3%
 
       
Best Buy Co., Inc.
    14,330       449,819  
 
 
Computer Hardware–1.3%
 
       
IBM Corp.
    3,520       433,770  
 
 
Construction & Farm Machinery & Heavy Trucks–1.2%
 
       
Caterpillar, Inc.
    6,596       429,795  
 
 
Consumer Finance–3.3%
 
       
American Express Co.
    13,211       526,723  
 
Capital One Financial Corp.
    15,819       598,907  
 
              1,125,630  
 
 
Data Processing & Outsourced Services–2.0%
 
       
Automatic Data Processing, Inc.
    18,098       698,764  
 
 
Distributors–0.7%
 
       
Genuine Parts Co.
    5,678       238,078  
 
 
Diversified Banks–1.0%
 
       
Societe Generale (France)
    7,117       359,911  
 
 
Diversified Chemicals–1.5%
 
       
Du Pont (E.I.) de Nemours & Co.
    12,965       528,583  
 
 
Drug Retail–0.7%
 
       
Walgreen Co.
    9,322       250,575  
 
 
Electric Utilities–3.3%
 
       
American Electric Power Co., Inc.
    20,671       731,960  
 
Entergy Corp.
    5,160       406,814  
 
              1,138,774  
 
 
Electrical Components & Equipment–1.1%
 
       
Emerson Electric Co.
    8,402       391,953  
 
 
Food Distributors–1.5%
 
       
Sysco Corp.
    18,775       516,125  
 
 
Gas Utilities–0.5%
 
       
Southern Union Co.
    7,784       175,140  
 
 
General Merchandise Stores–1.7%
 
       
Target Corp.
    11,492       587,931  
 
 
Health Care Equipment–1.4%
 
       
Stryker Corp.
    11,136       480,964  
 
 
Household Appliances–2.2%
 
       
Snap-On, Inc.
    10,878       448,500  
 
Whirlpool Corp.
    4,035       299,236  
 
              747,736  
 
 
Household Products–2.8%
 
       
Kimberly-Clark Corp.
    15,140       975,016  
 
 
Industrial Machinery–1.4%
 
       
Pentair, Inc.
    16,318       491,172  
 
 
Insurance Brokers–1.4%
 
       
Marsh & McLennan Cos., Inc.
    20,605       488,751  
 
 
Integrated Oil & Gas–3.7%
 
       
Chevron Corp.
    5,822       431,759  
 
ENI SpA (Italy)
    20,650       408,118  
 
Exxon Mobil Corp.
    2,934       173,575  
 
Total SA (France)
    5,823       271,146  
 
              1,284,598  
 
 
Integrated Telecommunication Services–2.9%
 
       
AT&T, Inc.
    37,200       1,005,516  
 
 
Investment Banking & Brokerage–0.8%
 
       
Charles Schwab Corp.
    20,253       258,428  
 
 
Leisure Products–0.8%
 
       
Mattel, Inc.
    13,104       275,053  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Life & Health Insurance–2.4%
 
       
Lincoln National Corp.
    11,777     $ 275,111  
 
MetLife, Inc.
    15,170       570,392  
 
              845,503  
 
 
Lodging/Resorts–0.6%
 
       
Marriott International, Inc., Class A
    6,561       210,018  
 
 
Motorcycle Manufacturers–0.5%
 
       
Harley-Davidson, Inc.
    7,454       181,281  
 
 
Movies & Entertainment–1.2%
 
       
Time Warner, Inc.
    14,049       421,189  
 
 
Multi-Utilities–1.4%
 
       
DTE Energy Co.
    10,580       495,673  
 
 
Office Services & Supplies–1.2%
 
       
Pitney Bowes, Inc.
    20,770       399,615  
 
 
Oil & Gas Equipment & Services–1.1%
 
       
Baker Hughes, Inc.
    10,563       396,958  
 
 
Other Diversified Financial Services–1.0%
 
       
JPMorgan Chase & Co.
    9,047       328,949  
 
 
Packaged Foods & Meats–3.9%
 
       
Campbell Soup Co.
    10,485       390,671  
 
General Mills, Inc.
    10,776       389,660  
 
Kraft Foods, Inc., Class A
    18,883       565,546  
 
              1,345,877  
 
 
Paper Products–1.7%
 
       
International Paper Co.
    28,640       585,974  
 
 
Pharmaceuticals–4.4%
 
       
Bristol-Myers Squibb Co.
    19,545       509,734  
 
Johnson & Johnson
    12,206       695,986  
 
Mead Johnson Nutrition Co.
    2,640       137,781  
 
Pfizer, Inc.
    12,245       195,063  
 
              1,538,564  
 
 
Property & Casualty Insurance–1.6%
 
       
Travelers Cos., Inc.
    11,290       552,984  
 
 
Regional Banks–3.4%
 
       
Fifth Third Bancorp
    41,297       456,332  
 
SunTrust Banks, Inc.
    31,697       712,865  
 
              1,169,197  
 
 
Restaurants–1.4%
 
       
Brinker International, Inc.
    30,253       476,485  
 
 
Semiconductors–0.6%
 
       
Texas Instruments, Inc.
    8,785       202,319  
 
 
Soft Drinks–1.6%
 
       
Coca-Cola Co.
    10,176       569,042  
 
 
Specialty Chemicals–1.1%
 
       
Lubrizol Corp.
    4,081       380,798  
 
 
Systems Software–2.5%
 
       
Microsoft Corp.
    14,291       335,553  
 
Oracle Corp.
    24,430       534,528  
 
              870,081  
 
 
Thrifts & Mortgage Finance–1.4%
 
       
Hudson City Bancorp, Inc.
    40,994       472,456  
 
 
Tobacco–4.7%
 
       
Altria Group, Inc.
    26,779       597,707  
 
Philip Morris International, Inc.
    20,250       1,041,660  
 
              1,639,367  
 
Total Common Stocks–92.6% (Cost $31,921,313)
            32,070,764  
 
 
Money Market Funds–7.7%
 
       
Liquid Assets Portfolio–Institutional Class(a)
    1,337,142       1,337,142  
 
Premier Portfolio–Institutional Class(a)
    1,337,142       1,337,142  
 
Total Money Market Funds–7.7% (Cost $2,674,284)
            2,674,284  
 
TOTAL INVESTMENTS–100.3% (Cost $34,595,597)
            34,745,048  
 
FOREIGN CURRENCY–0.0% (Cost $16,032)
            16,051  
 
LIABILITIES IN EXCESS OF OTHER ASSETS–(0.3%)
            (114,008 )
 
NET ASSETS–-100.0%
          $ 34,647,091  
 
 
Notes to Schedule of Investments:
 
Percentages are calculated as a percentage of net assets.
 
(a) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Fair Value Measurements
 
  Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further information regarding fair value measurements.)
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value.
 
                                 
    Level 1   Level 2   Level 3    
        Other Significant
  Significant
   
    Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Equity Securities
  $ 33,122,995     $ 1,622,053     $     $ 34,745,048  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $31,921,313)
  $ 32,070,764  
 
Investments in affiliated money market funds, at value and cost
    2,674,284  
 
Foreign currency (Cost $16,032)
    16,051  
 
Receivables:
       
Investments sold
    1,379,238  
 
Dividends
    79,581  
 
Expense reimbursement from adviser
    27,792  
 
Fund shares sold
    16,236  
 
Other assets
    223  
 
Total assets
    36,264,169  
 
 
Liabilities:
 
Payables:
       
Investments purchased
    1,467,339  
 
Fund shares repurchased
    38,159  
 
Distributor and affiliates
    22,433  
 
Accrued expenses
    89,147  
 
Total liabilities
    1,617,078  
 
Net assets
  $ 34,647,091  
 
 
Net assets consist of:
 
Capital (par value of $0.01 per share with an unlimited number of shares authorized)
  $ 37,583,414  
 
Accumulated undistributed net investment income
    232,349  
 
Net unrealized appreciation
    149,446  
 
Accumulated net realized gain (loss)
    (3,318,118 )
 
Net assets
  $ 34,647,091  
 
 
Maximum offering price per share:
 
Class A Shares:
       
Net asset value and redemption price per share (Based on net assets of $8,696,812 and 1,310,557 shares of beneficial interest issued and outstanding)
  $ 6.64  
 
Maximum sales charge (5.50% of offering price)
    0.39  
 
Maximum offering price to public
  $ 7.03  
 
Class B Shares:
       
Net asset value and offering price per share (Based on net assets of $641,815 and 97,537 shares of beneficial interest issued and outstanding)
  $ 6.58  
 
Class C Shares:
       
Net asset value and offering price per share (Based on net assets of $901,988 and 137,125 shares of beneficial interest issued and outstanding)
  $ 6.58  
 
Class R Shares:
       
Net asset value and offering price per share (Based on net assets of $66,381 and 10,000 shares of beneficial interest issued and outstanding)
  $ 6.64  
 
Class Y Shares:
       
Net asset value and offering price per share (Based on net assets of $24,340,095 and 3,655,796 shares of beneficial interest issued and outstanding)
  $ 6.66  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Operations
 
 
                 
    For the
  For the
    five months ended
  year ended
    August 31, 2010   March 31, 2010
 
 
Investment income:
 
       
Dividends (net of foreign withholding taxes of $627 and $0, respectively)
  $ 349,682     $ 842,466  
 
Dividends from Affiliated Money Market Fund
    1,102        
 
Interest
    184       770  
 
Total income
    350,968       843,236  
 
 
Expenses:
 
       
Investment advisory fee
    106,306       249,665  
 
Registration fees
    35,257       43,538  
 
Transfer agent fees
    21,348       56,645  
 
Distribution fees
               
Class A
    9,691       19,616  
 
Class B
    2,926       6,881  
 
Class C
    4,035       7,154  
 
Class R
    149       327  
 
Reports to shareholders
    24,490       31,551  
 
Administrative services fees
    23,385       55,584  
 
Professional fees
    21,254       51,509  
 
Custody
    3,078       7,909  
 
Trustees’ and officers’ fees and benefits
    7,046       19,119  
 
Other
    8,193       17,570  
 
Total expenses
    267,158       567,068  
 
Expense reduction
    95,488       168,178  
 
Less credits earned on cash balances
    -0-       11  
 
Net expenses
    171,670       398,879  
 
Net investment income
    179,298       444,357  
 
 
Realized and unrealized gain/loss
:
 
       
Realized gain/loss:
               
Investments
    3,118,222       129,229  
 
Foreign currency transactions
    (1,395 )     -0-  
 
Net realized gain
    3,116,827       129,229  
 
Unrealized appreciation/depreciation:
               
Beginning of the period
    8,070,769       (6,328,666 )
 
End of the period:
               
Investments
    149,451       8,070,769  
 
Foreign currency translation
    (5 )     -0-  
 
      149,446       8,070,769  
 
Net unrealized appreciation (depreciation) during the period
    (7,921,323 )     14,399,435  
 
Net realized and unrealized gain (loss)
    (4,804,496 )     14,528,664  
 
Net increase (decrease) in net assets from operations
  $ (4,625,198 )   $ 14,973,021  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
 
                         
    For the
  For the
  For the
    five months ended
  year ended
  year ended
    August 31, 2010   March 31, 2010   March 31, 2009
 
 
From investment activities:
 
               
Operations:
                       
                         
Net investment income
  $ 179,298     $ 444,357     $ 389,093  
 
Net realized gain/loss
    3,116,827       129,229       (6,335,505 )
 
Net unrealized appreciation/depreciation during the period
    (7,921,323 )     14,399,435       (5,078,755 )
 
Change in net assets from operations
    (4,625,198 )     14,973,021       (11,025,167 )
 
 
Distributions from net investment income:
 
               
Class A Shares
    -0-       (99,387 )     (26,778 )
 
Class B Shares
    -0-       (4,003 )     (1,659 )
 
Class C Shares
    -0-       (4,806 )     -0-  
 
Class R Shares
    -0-       (656 )     (25 )
 
Class Y Shares
    -0-       (419,107 )     (246,199 )
 
Total distributions
    -0-       (527,959 )     (274,661 )
 
Net change in net assets from investment activities
    (4,625,198 )     14,445,062       (11,299,828 )
 
 
From capital transactions:
 
               
Proceeds from shares sold
    2,469,613       12,550,339       40,384,822  
 
Net asset value of shares issued through dividend reinvestment
    -0-       473,462       231,688  
 
Cost of shares repurchased
    (6,479,983 )     (11,783,890 )     (14,399,072 )
 
Net change in net assets from capital transactions
    (4,010,370 )     1,239,911       26,217,438  
 
Total increase (decrease) in net assets
    (8,635,568 )     15,684,973       14,914,610  
 
 
Net assets:
 
               
Beginning of the period
    43,282,659       27,597,686       12,680,076  
 
End of the period (including accumulated undistributed net investment income of $232,349, $54,446 and $138,595 respectively)
  $ 34,647,091     $ 43,282,659     $ 27,597,686  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                 
    Class A
                August 27, 2007
                (commencement of
    Five months ended
  Year ended
  Year ended
  operations) to
    August 31,
  March 31,
  March 31,
  March 31,
    2010   2010   2009   2008
 
Net asset value, beginning of the period
  $ 7.46     $ 4.97     $ 8.91     $ 10.00  
 
Net investment income(a)
    0.03       0.07       0.09       0.06  
 
Net realized and unrealized gain (loss)
    (0.85 )     2.50       (4.00 )     (1.01 )
 
Total from investment operations
    (0.82 )     2.57       (3.91 )     (0.95 )
 
Less:
 
                               
Distributions from net investment income
    -0-       0.08       0.03       0.11  
 
Distributions from net realized gain
    -0-       -0-       -0-       0.03  
 
Total distributions
    -0-       0.08       0.03       0.14  
 
Net asset value, end of the period
  $ 6.64     $ 7.46     $ 4.97     $ 8.91  
 
Total return*
    (10.99 )%(b)     51.84 %(c)     (43.89 )%(c)     (9.69 )%(c)**
 
Net assets at end of the period (in millions)
  $ 8.7     $ 9.4     $ 4.4     $ 3.4  
 
Ratio of expenses to average net assets*
    1.20 %(d)     1.20 %     1.20 %     1.20 %
 
Ratio of net investment income to average net assets*
    0.96 %(d)     1.00 %     1.47 %     1.11 %
 
Portfolio turnover(e)
    61 %     48 %     66 %     14 %
 
* If certain expenses had not been voluntarily assumed by the Adviser, total return would have been lower and the ratios would have been as follows:
 
                               
Ratio of expenses to average net assets
    1.80 %(d)     1.64 %     3.34 %     4.14 %
 
Ratio of net investment income (loss) to average net assets
    0.36 %(d)     0.56 %     (0.67 )%     (1.83 )%
 
**  Non-annualized
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $9,248.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
                                 
    Class B shares
                August 27, 2007
                (commencement of
    Five months ended
  Year ended
  Year ended
  operations) to
    August 31,
  March 31,
  March 31,
  March 31,
    2010   2010   2009   2008
 
Net asset value, beginning of the period
  $ 7.42     $ 4.95     $ 8.92     $ 10.00  
 
Net investment income(a)
    0.01       0.01       0.05       0.05  
 
Net realized and unrealized gain (loss)
    (0.85 )     2.50       (4.00 )     (1.01 )
 
Total from investment operations
    (0.84 )     2.51       (3.95 )     (0.96 )
 
Less:
 
                               
Distributions from net investment income
    -0-       0.04       0.02       0.09  
 
Distributions from net realized gain
    -0-       -0-       -0-       0.03  
 
Total distributions
    -0-       0.04       0.02       0.12  
 
Net asset value, end of the period
  $ 6.58     $ 7.42     $ 4.95     $ 8.92  
 
Total return*
    (11.32 )%(b)     50.69 %(c)     (44.35 )%(c)     (9.79 )%(c)(d)**
 
Net assets at end of the period (in millions)
  $ 0.6     $ 0.7     $ 0.5     $ 0.2  
 
Ratio of expenses to average net assets*
    1.95 %(e)     1.96 %     1.97 %     1.38 %(d)
 
Ratio of net investment income to average net assets*
    0.23 %(e)     0.23 %     0.75 %     0.95 %(d)
 
Portfolio turnover(f)
    61 %     48 %     66 %     14 %
 
* If certain expenses had not been voluntarily assumed by the Adviser, total return would have been lower and the ratios would have been as follows:
 
                               
Ratio of expenses to average net assets
    2.54 %(e)     2.40 %     4.13 %     4.53 %(d)
 
Ratio of net investment income (loss) to average net assets
    (0.35 )%(e)     (0.21 )%     (1.41 )%     (2.20 )%(d)
 
**  Non-annualized
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income(Loss) to Average Net Assets reflect actual 12b-1 fees of less than 1%.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $698.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
                                 
    Class C shares
                August 27, 2007
                (commencement of
    Five months ended
  Year ended
  Year ended
  operations) to
    August 31,
  March 31,
  March 31,
  March 31,
    2010   2010   2009   2008
 
Net asset value, beginning of the period
  $ 7.42     $ 4.96     $ 8.90     $ 10.00  
 
Net investment income(a)
    0.01       0.01       0.05       0.04  
 
Net realized and unrealized gain (loss)
    (0.85 )     2.49       (3.99 )     (1.02 )
 
Total from investment operations
    (0.84 )     2.50       (3.94 )     (0.98 )
 
Less:
 
                               
Distributions from net investment income
    -0-       0.04       -0-       0.09  
 
Distributions from net realized gain
    -0-       -0-       -0-       0.03  
 
Total distributions
    -0-       0.04       -0-       0.12  
 
Net asset value, end of the period
  $ 6.58     $ 7.42     $ 4.96     $ 8.90  
 
Total return*
    (11.32 )%(b)     50.51 %(c)     (44.27 )%(c)(d)     (9.96 )%(c)(d)**
 
Net assets at end of the period (in millions)
  $ 0.9     $ 0.9     $ 0.5     $ 0.4  
 
Ratio of expenses to average net assets*
    1.95 %(e)     2.01 %     1.90 %(d)     1.74 %(d)
 
Ratio of net investment income to average net assets*
    0.21 %(e)     0.19 %     0.74 %(d)     0.66 %(d)
 
Portfolio turnover(f)
    61 %     48 %     66 %     14 %
 
* If certain expenses had not been voluntarily assumed by the Adviser, total return would have been lower and the ratios would have been as follows:
 
                               
Ratio of expenses to average net assets
    2.55 %(e)     2.45 %     4.00 %(d)     4.79 %(d)
 
Ratio of net investment income (loss) to average net assets
    (0.39 %)(e)     (0.25 )%     (1.36 )%(d)     (2.39 )%(d)
 
**  Non-annualized
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income (Loss) to Average Net Assets reflect actual 12b-1 fees of less than 1%.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $962.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
                                 
    Class R shares
                August 27, 2007
                (commencement of
    Five months ended
  Year ended
  Year ended
  operations) to
    August 31,
  March 31,
  March 31,
  March 31,
    2010   2010   2009   2008
 
Net asset value, beginning of the period
  $ 7.47     $ 4.98     $ 8.91     $ 10.00  
 
Net investment income(a)
    0.02       0.05       0.07       0.05  
 
Net realized and unrealized gain (loss)
    (0.85 )     2.51       (4.00 )     (1.01 )
 
Total from investment operations
    (0.83 )     2.56       (3.93 )     (0.96 )
 
Less:
 
                               
Distributions from net investment income
    -0-       0.07       -0-(b )     0.10  
 
Distributions from net realized gain
    -0-       -0-       -0-       0.03  
 
Total distributions
    -0-       0.07       -0-       0.13  
 
Net asset value, end of the period
  $ 6.64     $ 7.47     $ 4.98     $ 8.91  
 
Total return*
    (11.11 )%(c)     51.41 %(d)     (44.08 )%(d)     (9.80 )%(d)**
 
Net assets at end of the period (in millions)
  $ 0.1     $ 0.1     $ 0.1     $ 0.1  
 
Ratio of expenses to average net assets*
    1.45 %(e)     1.45 %     1.45 %     1.45 %
 
Ratio of net investment income to average net assets*
    0.71 %(e)     0.74 %     1.03 %     0.85 %
 
Portfolio turnover(f)
    61 %     48 %     66 %     14 %
 
* If certain expenses had not been voluntarily assumed by the Adviser, total return would have been lower and the ratios would have been as follows:
 
                               
Ratio of expenses to average net assets
    2.05 %(e)     1.89 %     4.09 %     4.61 %
 
Ratio of net investment income (loss) to average net assets
    0.11 %(e)     0.30 %     (1.61 )%     (2.31 )%
 
**  Non-annualized
(a) Based on average shares outstanding.
(b) Amount is less than $0.01.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Assumes reinvestment of all distributions for the period. These returns include combined Rule 12b-1 fees and service fees of up to 0.50% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $71.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
                                 
    Class Y sharesÙ
                August 27, 2007
                (commencement of
    Five months ended
  Year ended
  Year ended
  operations) to
    August 31,
  March 31,
  March 31,
  March 31,
    2010   2010   2009   2008
 
Net asset value, beginning of the period
  $ 7.47     $ 4.98     $ 8.92     $ 10.00  
 
Net investment income(a)
    0.04       0.08       0.12       0.08  
 
Net realized and unrealized gain (loss)
    (0.85 )     2.50       (4.02 )     (1.02 )
 
Total from investment operations
    (0.81 )     2.58       (3.90 )     (0.94 )
 
Less:
 
                               
Distributions from net investment income
    -0-       0.09       0.04       0.11  
 
Distributions from net realized gain
    -0-       -0-       0       0.03  
 
Total distributions
    -0-       0.09       0.04       0.14  
 
Net asset value, end of the period
  $ 6.66     $ 7.47     $ 4.98     $ 8.92  
 
Total return*
    (10.84 )%(b)     52.01 %(c)     (43.75 )%(c)     (9.57 )%(c)**
 
Net assets at end of the period (in millions)
  $ 24.3     $ 32.1     $ 22.1     $ 8.7  
 
Ratio of expenses to average net assets*
    0.95 %(d)     0.95 %     0.95 %     0.95 %
 
Ratio of net investment income to average net assets*
    1.19 %(d)     1.25 %     2.02 %     1.35 %
 
Portfolio turnover(e)
    61 %     48 %     66 %     14 %
 
* If certain expenses had not been voluntarily assumed by the Adviser, total return would have been lower and the ratios would have been as follows:
 
                               
Ratio of expenses to average net assets
    1.53 %(d)     1.39 %     2.44 %     4.11 %
 
Ratio of net investment income (loss) to average net assets
    0.61 %(d)     0.81 %     0.53 %     (1.81 )%
 
**  Non-annualized
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. These do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $28,037.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
Ù On June 1, 2010, the Fund’s former Class I shares were reorganized to Class Y shares.
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen Core Equity Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  Prior to June 1, 2010, the Fund operated as Van Kampen Core Equity Fund (the “Acquired Fund”), an investment portfolio of Van Kampen Equity Trust. The Acquired Fund was reorganized on June 1, 2010 (The “Reorganization Date”) through the transfer of all its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C, Class R and Class I shares received Class A, Class B, Class C, Class R and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  On August 31, 2010, the Fund’s fiscal year-end changed from March 31 to August 31.
  The Fund’s investment objective is capital growth and income.
  The Fund currently consists of five different classes of shares: Class A, Class B, Class C, Class R and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”).
 
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Class B shares and Class C shares are sold with a CDSC. Class R and Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the
 
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laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
J. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy 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. Lending securities entails a risk of loss to the 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 fails to return the securities. 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. The Fund could experience delays and costs in gaining access to the collateral. The 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. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
 
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NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $1 billion
    0 .65%
 
Next $1.5 billion
    0 .60%
 
Over $2.5 billion
    0 .55%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $46,595 and $249,665 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets for the period April 1, 2010 to May 31, 2010 and for the year ended March 31, 2010, respectively.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization Date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class R and Class Y shares to 1.20%, 1.95%, 1.95%, 1.45% and 0.95% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
  Prior to the Reorganization, Van Kampen had voluntarily waived $12,380 and $168,178 of advisory fees and/or reimbursed expenses of the Acquired Fund for the period April 1, 2010 to May 31, 2010 and for the year ended March 31, 2010, respectively.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the period ended August 31, 2010, the Adviser waived advisory fees under of $83,108 under this agreement.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $5,596 and $23,800 to VKII for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively. For the period ended August 31, 2010 and the year ended March 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
  Prior to the Reorganization, under a legal services agreement, VKII provided legal services to the Acquired Fund. Pursuant to such agreement, the Acquired Fund paid $4,520 and $18,700 to VKII for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $10,408 for providing such services. Prior to the Reorganization, the Acquired Fund paid $8,569 and $43,800 to Van Kampen Investor Services Inc., which served as the Acquired Fund’s transfer agent, for the period April 1, 2010 to May 31, 2010 and for the year ended March 31, 2010. For the period ended August 31, 2010 and the year ended March 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares, Class C shares and Class R shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets, up to 1.00% each of Class B and Class C average daily net assets and up to 0.50% of Class R average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B, Class C and Class R shares. Pursuant to such agreements, the Acquired Fund paid $6,950 and $33,978 to VKFI for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively.
 
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  For the period ended August 31, 2010 and the year ended March 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $646 in front-end sales commissions from the sale of Class A shares and $0, $702 and $54 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period April 1, 2010 to May 31, 2010, VKFI retained $1,742 in front-end sales commissions from the sale of Class A shares and $170, for CDSC imposed on redemptions by shareholders. For the year ended March 31, 2010, VKFI retained $9,200 in front-end sales commissions from the sale of Class A shares and $1,300, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. For the period April 1, 2010 to May 31, 2010, the Acquired Fund recognized expenses of $0 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund. For the year ended March 31, 2010, the Acquired Fund recognized expenses of $1,300 representing legal services provided by Skadden.
 
NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Five Months Ended August 31, 2010 and the Years Ended March 31, 2010 and 2009:
 
                         
    August 31,
  March 31,
  March 31,
    2010   2010   2009
 
Ordinary income
  $ -0-     $ 527,959     $ 274,661  
 
 
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Tax Components of Net Assets at Period-End:
 
         
    August 31,
    2010
 
Undistributed ordinary income
  $ 232,349  
 
Net unrealized appreciation — investments
    137,397  
 
Net unrealized appreciation (depreciation) — other
    (5 )
 
Capital loss carryforward
    (3,306,064 )
 
Shares of beneficial interest
    37,583,414  
 
Total net assets
  $ 34,647,091  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $3,117,488 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 3,306,064  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund from April 1, 2010 to August 31, 2010 was $22,612,393 and $28,765,254, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 1,492,567  
 
Aggregate unrealized (depreciation) of investment securities
    (1,355,170 )
 
Net unrealized appreciation of investment securities
  $ 137,397  
 
Cost of investments for tax purposes is $34,607,651.
 
NOTE 8—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions, on August 31, 2010, undistributed net investment income was decreased by $1,395 and undistributed net realized gain (loss) was increased by $1,395. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 9—Share Information
 
 
                                                 
    For the
  For the
  For the
    five months ended
  year ended
  year ended
    August 31, 2010(a)   March 31, 2010   March 31, 2009
    Shares   Value   Shares   Value   Shares   Value
 
Sales:
                                               
Class A
    170,238(b )   $ 1,227,440(b )     843,375     $ 5,213,461       1,152,806     $ 6,951,982  
 
Class B
    20,992       149,606       71,384       466,217       141,873       928,123  
 
Class C
    17,604       131,855       61,559       417,348       183,737       1,178,458  
 
Class R
    -0-       -0-       -0-       -0-       -0-       -0-  
 
Class Y
    133,592       960,712       1,017,248       6,453,313       5,402,879       31,326,259  
 
Total sales
    342,426     $ 2,469,613       1,993,566     $ 12,550,339       6,881,295     $ 40,384,822  
 
Dividend reinvestment:
                                               
Class A
    -0-     $ -0-       13,393     $ 93,480       4,512     $ 24,774  
 
Class B
    -0-       -0-       512       3,564       264       1,447  
 
Class C
    -0-       -0-       505       3,513       -0-       -0-  
 
Class R
    -0-       -0-       -0-       -0-       -0-       -0-  
 
Class Y
    -0-       -0-       53,349       372,905       37,426       205,467  
 
Total dividend reinvestment
    -0-     $ -0-       67,759     $ 473,462       42,202     $ 231,688  
 
Repurchases:
                                               
Class A
    (127,084 )   $ (906,215 )     (475,278 )   $ (3,126,163 )     (647,557 )   $ (3,987,742 )
 
Class B
    (16,763 )(b)     (115,613 )(b)     (80,299 )     (539,261 )     (58,501 )     (322,823 )
 
Class C
    (8,455 )     (60,874 )     (33,342 )     (208,105 )     (127,752 )     (815,127 )
 
Class R
    -0-       -0-       -0-       -0-       -0-       -0-  
 
Class Y
    (775,606 )     (5,397,281 )     (1,219,233 )     (7,910,361 )     (1,968,081 )     (9,273,380 )
 
Total repurchases
    (927,908 )     (6,479,983 )     (1,808,152 )   $ (11,783,890 )     (2,801,891 )   $ (14,399,072 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 89% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
  In addition, 0.2% of the outstanding shares of the Fund are owned by Invesco or an investment advisor under common control with Invesco.
(b) Includes automatic conversion of 1,176 Class B shares into 1,167 Class A shares at a value of $7,981.
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 10—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen Core Equity Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen Core Equity Fund (formerly known as Van Kampen Core Equity Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended March 31, 2010 and prior were audited by other independent auditors whose report dated May 18, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 947.22       $ 5.89       $ 1,019.16       $ 6.11         1.20 %
                                                             
B
      1,000.00         942.69         9.55         1,015.38         9.91         1.95  
                                                             
C
      1,000.00         942.69         9.55         1,015.38         9.91         1.95  
                                                             
R
      1,000.00         945.87         7.11         1,017.90         7.38         1.45  
                                                             
Y
      1,000.00         947.37         4.66         1,020.42         4.84         0.95  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen Core Equity Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the
 
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terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Van Kampen Core Equity Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
(1)
  Approve an Agreement and Plan of Reorganization     3,157,965       167,866       289,303       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/ completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov.
The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  VK-CEQ-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Invesco Van Kampen Equity and Income Fund
Annual Report to Shareholders   August 31, 2010
 
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
22
  Financial Statements
25
  Financial Highlights
28
  Notes to Financial Statements
37
  Auditor’s Report
38
  Fund Expenses
39
  Approval of Investment Advisory and Sub-Advisory Agreements
41
  Tax Information
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
     
 
   
2
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
     
 
   
3
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the eight months ended August 31, 2010, Invesco Van Kampen Equity and Income Fund at net asset value (NAV) underperformed the Barclays Capital U.S. Government/Credit Index. As the Fund uses a bottom-up stock selection approach, stock selection in various sectors was the primary reason the Fund underperformed the index.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 12/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -2.40
 
Class B Shares
    -2.40  
 
Class C Shares
    -2.81  
 
Class R Shares
    -2.51  
 
Class Y Shares
    -2.15  
 
Institutional Class Shares*
    -2.21  
 
Russell 1000 Value Index (Broad Market Index)
    -3.03  
 
Barclays Capital U.S. Government/Credit Index (Style-Specific Index)
    8.67  
 
  Lipper Inc.
 
*   Share class incepted during the reporting period. For a detailed explanation of Fund performance see page 7.

 
How we invest
We call our investment philosophy “value with a catalyst.” We believe that undervalued companies which are experiencing positive changes (i.e., catalysts) have the potential to generate long-term stock price growth for shareholders. We generally seek to identify companies that are out of favor with investors, under-earning relative to their potential and attractively valued. For these companies, we attempt to identify catalysts that may improve the financial results and/or correct the undervaluation. Examples of catalysts typically include improved operational efficiency, changing industry dynamics and/or a change in management.
     We initially identify potential investments through a series of quantitative screens including, but not limited to, return on capital and enterprise value to sales metrics. We then conduct fundamental research on the most attractive opportunities. The research process includes a thorough review of a company’s financial statements, an evaluation of its competitive position
and stability, and meetings with its executives. During the research process, we also value the company under various scenarios to determine if the investment is an attractive opportunity relative to its risks. This is also where we typically identify the positive catalyst, a pre-requisite for potential investment. Finally, we generally set a price target for a stock based on normalized earnings and historical valuation multiples.
     In short, our objective is to exploit negative sentiment toward a company’s stock by analyzing the company’s operations in the context of a cyclical environment and identifying one or more catalysts that may improve the company’s financial performance. Improved financial performance, in turn, has the potential to drive the company’s stock price higher.
     We typically sell an investment when it reaches our estimate of fair value or when we identify a more attractive investment opportunity.
     The Fund also invests in investment-grade corporate bonds, convertible


securities and U.S. government-issued bonds. The fixed income portion helps to reduce volatility compared to an equity-only portfolio and may be able to provide downside protection in an uncertain market environment.
 
Market conditions and your Fund
At the beginning of the reporting period, riskier assets, like stocks, were outperforming securities considered safe havens, like U.S. Treasuries. This continued through the middle of April 2010. However, renewed credit problems in Europe and the market corrections that occurred in May, June and August, created a more uncertain environment, which prompted many investors to favor safety over risk. Although recent market volatility created challenges, it also created some investment opportunities, as companies with positive fundamentals became more attractively valued. Also, despite the market finishing lower at the reporting period end, there were also a number of positives, including improved market liquidity, lean corporate infrastructures and merger and acquisition activity.
     Within the fixed income markets, the broad U.S. bond market (as measured by the Barclays Capital U.S. Aggregate Index) generated a positive total return for the trailing eight months, as falling interest rates across maturities combined with tighter credit spreads (the difference between the yields of U.S. Treasuries and other types of fixed income securities that carry credit risk) reflected the increased prices of fixed income assets. During the second quarter of 2010, sovereign risks in Europe caused investors to scale back their risk profile and embrace the safe haven of U.S. government-related securities.
     In the equity portion of the Fund, an overweight allocation to the consumer discretionary sector was one of the largest contributors to performance of the Fund, as media stocks performed well within this sector due to an increase in advertisement revenue over the reporting period.
     Also, stock selection in health care was a contributor to Fund performance.


 
Portfolio Composition
By security type
         
Common Stocks
    61.5 %
 
Convertible Corporate Obligations
    16.3  
 
Corporate Bonds
    10.2  
 
United States Treasury Obligations
    6.9  
 
Convertible Preferred Stocks
    1.9  
 
Foreign Government Obligations
    0.3  
 
Municipal Bonds
    0.3  
 
Asset Backed Securities
    0.1  
 
Money Markets Plus Other
       
 
Assets In Excess of Liabilities
    2.5  
 
Top 10 Equity Holdings*
                 
  1.    
JPMorgan Chase & Co.
    3.0 %
 
  2.    
Marsh & McLennan Cos., Inc.
    2.2  
 
  3.    
General Electric Co.
    2.1  
 
  4.    
Viacom, Inc., Class B
    1.9  
 
  5.    
eBay, Inc.
    1.7  
 
  6.    
Kraft Foods, Inc., Class A
    1.5  
 
  7.    
American Electric Power Co., Inc.
    1.5  
 
  8.    
Occidental Petroleum Corp.
    1.5  
 
  9.    
Bank of America Corp.
    1.4  
 
  10.    
Bristol-Myers Squibb Co.
    1.3  
 
         
Total Net Assets
  $10.7 billion
 
       
Total Number of Holdings*
    330  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


     
 
   
4
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

Notably, Genzyme’s stock price rose on the announcement from Sanofi-aventis Pharmaceuticals of its interest in acquiring Genzyme. We sold Genzyme on the acquisition announcement and resulting run-up in stock price.
     One of the largest detractors from relative and absolute performance for the Fund was the financials sector. In general, financial stocks performed strongly over the reporting period. However, the Fund was underweight in the financials sector relative to its broad market benchmark, and our financial stocks did not appreciate as much as those of the index. In general, we focused on what we believed were lower risk financial companies with stronger balance sheets and less credit risk given the systemic risk in most financial stocks. However, the portfolio had no exposure to REITs (real estate investment trusts), which performed well throughout the period. The Fund’s lack of exposure to REIT’s was based on our concern that valuations were high and that the commercial real estate market had weakened.
     Technology stocks also adversely affected relative Fund performance. The Fund was overweight in the sector versus the Russell 1000 Value Index and was adversely affected by its exposure to stocks in the hardware and equipment industry. Notably detracting from Fund performance was Hewlett-Packard, as the stock sold off significantly on the announcement that the CEO was leaving.
     Finally, stock selection in the energy sector also detracted from relative Fund performance. The Fund had most of its energy sector exposure in exploration and production companies. We had exposure to British Petroleum and Anadarko Petroleum. Each company was negatively affected by the oil spill in the Gulf of Mexico. During the period we eliminated our position in British Petroleum and reduced our exposure to Anadarko Petroleum.
     In general, the fixed income portion of the Fund generated positive returns for the reporting period. Sector selection contributed to both positive absolute returns and performance relative to the Fund’s style-specific index. A measured overweight position in investment grade corporate credit and to the financials sector contributed favorably. Compared to the style-specific index, security selection was a slight detractor from overall Fund returns due to the negative effect of holdings within the energy sector, government-related industries and the consumer non-cyclical corporate sub sector.
     The contribution to Fund performance from duration positioning was mixed over the period, but overall it had a small negative effect. The Fund maintained a shorter-than-benchmark duration positioning relative to the style-specific index as interest rates trended lower over most of the reporting period. U.S. Treasury note futures, a derivative instrument, were used to actively manage portfolio duration.
     The contribution to performance from the Fund’s yield curve positioning was another small detractor from performance relative to the style-specific index. Near the end of the reporting period, the Fund was mainly invested in short-intermediate maturities and did not fully participate in the upside performance from falling yields in the longer end of the yield curve.
     Equity markets experienced a strong recovery during the period covered by this report. We believe that market volatility and the market correction that began in the second quarter of 2010 have created opportunities to invest in companies with attractive valuations and strong fundamentals.
     As always, we would like to caution investors against making investment decisions based on short-term performance. We recommend that you consult a financial adviser to discuss your individual financial program.
     Thank you for your investment in Invesco Van Kampen Equity and Income Fund and for sharing our long-term investment horizon.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
Thomas Bastian
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. He joined Invesco in 2010. Mr. Bastian earned a B.A. in accounting from St. John’s University and an M.B.A. in finance from the University of Michigan. He is a member of the CFA Institute and the Houston Society of Financial Analysts.
Cindy Brien
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. She joined Invesco in 1996. Ms. Brien earned a B.B.A. from The University of Texas at Austin.
Chuck Burge
Portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. He joined Invesco in 2002. Mr. Burge earned a B.S. in economics from Texas A&M University and an M.B.A. in finance from Rice University.
Mark Laskin
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. He joined Invesco in 2010. Mr. Laskin earned a B.A. in history from Swarth-more College and an M.B.A. and M.A. from the Wharton School and Lauder Institute, respectively, of the University of Pennsylvania.
Mary Jayne Maly
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. She joined Invesco in 2010. Ms. Maly earned a B.A. from the University of Pittsburgh and an M.B.A. from the American Graduate School of International Management. She is a member of the Houston Society of Financial Analysts.
Sergio Marcheli
Portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. He joined Invesco in 2010. Mr. Marcheli earned a B.B.A. from the University of Houston and an M.B.A. from the University of St. Thomas.
James Roeder
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity and Income Fund. He joined Invesco in 2010. Mr. Roeder earned a B.S. in accounting from Clem-son University and an M.B.A. in economics and finance from the University of Chicago Graduate School of Business. He is a member of the CFA Institute and the Houston Society of Financial Analysts.


     
 
   
5
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment — Oldest Share Class
Fund and index data from 8/31/00
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and
table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each
segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.


     
 
   
6
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
                 
Class A Shares        
 
Inception (8/3/60)     10.02 %
 
  10    
Years
    3.07  
 
  5    
Years
    0.37  
 
  1    
Year
    -0.55  
 
       
 
       
Class B Shares        
 
Inception (5/1/92)     8.92 %
 
  10    
Years
    3.12  
 
  5    
Years
    0.88  
 
  1    
Year
    0.20  
 
       
 
       
Class C Shares        
 
Inception (7/6/93)     8.14 %
 
  10    
Years
    2.90  
 
  5    
Years
    0.78  
 
  1    
Year
    3.47  
 
       
 
       
Class R Shares        
 
Inception (10/1/02)     5.97 %
 
  5    
Years
    1.28  
 
  1    
Year
    5.03  
 
       
 
       
Class Y Shares        
 
Inception (12/22/04)     2.62 %
 
  5    
Years
    1.79  
 
  1    
Year
    5.58  
 
       
 
       
Institutional Class Shares        
 
  10    
Years
    3.68 %
 
  5    
Years
    1.56  
 
  1    
Year
    5.39  
Effective June 1, 2010, Class A, Class B, Class C, Class I and Class R shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B, Class C, Class Y and Class R shares, respectively, of Invesco Van Kampen Equity and Income Fund. Returns shown above for Class A, Class B, Class C, Class R and Class Y shares are blended returns of the predecessor fund and Invesco Van Kampen Equity and Income Fund. Share class returns will differ from the predecessor fund because of different expenses.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                 
Class A Shares        
 
Inception (8/3/60)     10.00 %
 
  10    
Years
    3.67  
 
  5    
Years
    0.58  
 
  1    
Year
    8.46  
 
       
 
       
Class B Shares        
 
Inception (5/1/92)     8.87 %
 
  10    
Years
    3.71  
 
  5    
Years
    1.07  
 
  1    
Year
    9.64  
 
       
 
       
Class C Shares        
 
Inception (7/6/93)     8.09 %
 
  10    
Years
    3.51  
 
  5    
Years
    0.97  
 
  1    
Year
    12.96  
 
       
 
       
Class R Shares        
 
Inception (10/1/02)     5.78 %
 
  5    
Years
    1.47  
 
  1    
Year
    14.42  
 
       
 
       
Class Y Shares        
 
Inception (12/22/04)     2.25 %
 
  5    
Years
    1.98  
 
  1    
Year
    15.06  
 
       
 
       
Institutional Class Shares        
 
  10    
Years
    4.27 %
 
  5    
Years
    1.74  
 
  1    
Year
    14.85  
     Institutional Class shares incepted on June 1, 2010. Performance shown prior to that date is that of the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance.
Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 0.82%, 1.57%, 1.57%, 1.07%, 0.57% and 0.50%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.


 
continued from page 8
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally
    accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


     
 
   
7
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

 
Invesco Van Kampen Equity and Income Fund’s investment objective is to seek the highest possible income consistent with safety of principal. Long-term growth of capital is an important secondary investment objective.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
 
n   Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and other expenses. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets.
 
n   The Fund emphasizes a value style of investing, which focuses on undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on value equity securities are less than returns on other styles of investing or the overall stock market.
    Value stocks also may decline in price, even though in theory they are already under priced.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
n   The ability of the Fund’s equity securities to generate income generally depends on the earnings and the continuing declaration of dividends by the issuers of such securities. The interest income on debt securities generally is affected by prevailing interest rates, which can vary widely over the short-and long-term. If dividends are reduced or discontinues or interest rates drop, distributions to shareholders from the Fund may drop as well.
 
n   If interest rates fall, it is possible that issuers of callable securities held by the Fund will call or prepay their securities before their maturity dates. In this event, the proceeds from the called securities would most likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders and termination of any conversion option on convertible securities.
n   Credit risk is the risk of loss on an investment due to the deterioration of an issuer’s financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer’s securities and may lead to the issuer’s inability to honor its contractual obligations, including making timely payment of interest and principal.
 
About indexes used in this report
n   The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
 
n   The Barclays Capital U.S. Government/Credit Index includes Treasuries and agencies that represent the government portion of the index, and includes publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements to represent the credit interests.
 
n   The Barclays Capital U.S. Aggregate Index is an unmanaged index considered representative of the U.S. investment-grade, fixed-rate bond market.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
continued on page 7


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares
  ACEIX
Class B Shares
  ACEQX
Class C Shares
  ACERX
Class R Shares
  ACESX
Class Y Shares
  ACETX
Institutional Shares
  ACEKX


     
 
   
8
  Invesco Van Kampen Equity and Income Fund

 


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–61.5%
 
       
 
Air Freight & Logistics–0.3%
 
       
FedEx Corp.
    444,959     $ 34,729,050  
 
 
Apparel Retail–0.3%
 
       
Gap, Inc.
    1,968,590       33,249,485  
 
 
Application Software–0.6%
 
       
Amdocs Ltd. (Guernsey)(a)
    2,596,104       68,095,808  
 
 
Asset Management & Custody Banks–0.8%
 
       
Janus Capital Group, Inc.
    1,854,072       16,834,974  
 
State Street Corp.
    1,831,632       64,253,650  
 
              81,088,624  
 
 
Automobile Manufacturers–0.4%
 
       
Ford Motor Co.(a)
    3,965,613       44,771,771  
 
 
Broadcasting & Cable TV–1.1%
 
       
Comcast Corp., Class A
    6,559,338       112,295,867  
 
 
Broadcasting–Diversified–0.8%
 
       
Time Warner Cable, Inc.
    1,659,513       85,647,466  
 
 
Communications Equipment–0.8%
 
       
Cisco Systems, Inc.(a)
    4,025,808       80,717,450  
 
 
Computer Hardware–1.7%
 
       
Dell, Inc.(a)
    6,005,263       70,681,945  
 
Hewlett-Packard Co.
    2,910,098       111,980,571  
 
              182,662,516  
 
 
Consumer Electronics–0.7%
 
       
Sony Corp.–ADR (Japan)
    2,623,383       73,428,490  
 
 
Data Processing & Outsourced Services–0.7%
 
       
Western Union Co.
    4,652,842       72,956,563  
 
 
Diversified Banks–0.9%
 
       
U.S. Bancorp
    1,962,483       40,819,646  
 
Wells Fargo & Co.
    2,446,559       57,616,465  
 
              98,436,111  
 
 
Diversified Chemicals–1.7%
 
       
Bayer AG–ADR (Germany)
    1,154,003       70,620,945  
 
Dow Chemical Co.
    2,207,944       53,807,595  
 
PPG Industries, Inc.
    903,646       59,487,016  
 
              183,915,556  
 
 
Diversified Commercial & Professional Services–0.4%
 
       
Cintas Corp.
    1,563,219       39,846,452  
 
 
Drug Retail–0.8%
 
       
Walgreen Co.
    3,168,081       85,158,017  
 
 
Electric Utilities–3.0%
 
       
American Electric Power Co., Inc.
    4,546,533       160,992,733  
 
Edison International
    1,292,436       43,619,715  
 
Entergy Corp.
    756,489       59,641,593  
 
FirstEnergy Corp.
    1,624,307       59,335,935  
 
              323,589,976  
 
 
Food Distributors–0.6%
 
       
Sysco Corp.
    2,463,868       67,731,731  
 
 
Health Care Distributors–0.4%
 
       
Cardinal Health, Inc.
    1,421,902       42,600,184  
 
 
Health Care Equipment–0.7%
 
       
Covidien PLC (Ireland)
    2,204,441       77,904,945  
 
 
Home Improvement Retail–0.8%
 
       
Home Depot, Inc.
    3,221,337       89,585,382  
 
 
Human Resource & Employment Services–0.6%
 
       
Manpower, Inc.
    878,691       37,344,367  
 
Robert Half International, Inc.
    1,360,607       29,361,899  
 
              66,706,266  
 
 
Hypermarkets & Super Centers–1.3%
 
       
Wal-Mart Stores, Inc.
    2,704,220       135,589,591  
 
 
Industrial Conglomerates–3.6%
 
       
General Electric Co.
    15,425,106       223,355,535  
 
Siemens AG–ADR (Germany)
    599,128       54,239,058  
 
Tyco International Ltd. (Switzerland)
    2,914,264       108,643,762  
 
              386,238,355  
 
 
Industrial Machinery–0.9%
 
       
Dover Corp.
    1,157,790       51,822,680  
 
Ingersoll-Rand PLC (Ireland)
    1,519,928       49,443,258  
 
              101,265,938  
 
 
Insurance Brokers–2.2%
 
       
Marsh & McLennan Cos., Inc.
    9,793,062       232,291,431  
 
 
Integrated Oil & Gas–4.8%
 
       
ConocoPhillips
    1,529,828       80,208,882  
 
Exxon Mobil Corp.
    1,174,769       69,499,334  
 
Hess Corp.
    1,626,423       81,727,756  
 
Occidental Petroleum Corp.
    2,129,763       155,643,080  
 
Royal Dutch Shell PLC–ADR (United Kingdom)
    2,436,821       129,273,354  
 
              516,352,406  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Van Kampen Equity and Income Fund


Table of Contents

                 
    Shares   Value
 
 
Integrated Telecommunication Services–0.7%
 
       
Verizon Communications, Inc.
    2,468,701     $ 72,851,366  
 
 
Internet Software & Services–2.4%
 
       
eBay, Inc.(a)
    7,870,814       182,917,718  
 
Yahoo!, Inc.(a)
    5,450,103       71,287,347  
 
              254,205,065  
 
 
Investment Banking & Brokerage–1.1%
 
       
Charles Schwab Corp.
    6,784,334       86,568,102  
 
Morgan Stanley
    1,457,323       35,981,305  
 
              122,549,407  
 
 
Life & Health Insurance–0.5%
 
       
Principal Financial Group, Inc.
    2,114,055       48,728,968  
 
 
Managed Health Care–1.2%
 
       
UnitedHealth Group, Inc.
    3,946,985       125,198,364  
 
 
Motorcycle Manufacturers–0.2%
 
       
Harley-Davidson, Inc.
    989,296       24,059,679  
 
 
Movies & Entertainment–3.1%
 
       
Time Warner, Inc.
    4,453,537       133,517,039  
 
Viacom, Inc., Class B
    6,308,968       198,227,775  
 
              331,744,814  
 
 
Office Services & Supplies–0.4%
 
       
Avery Dennison Corp.
    1,255,183       40,818,551  
 
 
Oil & Gas Equipment & Services–1.0%
 
       
Cameron International Corp.(a)
    597,182       21,964,354  
 
Schlumberger Ltd. (Netherlands Antilles)
    1,493,883       79,668,780  
 
              101,633,134  
 
 
Oil & Gas Exploration & Production–2.0%
 
       
Anadarko Petroleum Corp.
    2,382,788       109,584,420  
 
Devon Energy Corp.
    1,098,862       66,239,402  
 
Noble Energy, Inc.
    541,131       37,760,121  
 
              213,583,943  
 
 
Other Diversified Financial Services–5.0%
 
       
Bank of America Corp.
    11,587,489       144,264,238  
 
Citigroup, Inc.(a)
    18,328,233       68,181,027  
 
JPMorgan Chase & Co.
    8,718,389       317,000,624  
 
              529,445,889  
 
 
Packaged Foods & Meats–2.3%
 
       
Kraft Foods, Inc., Class A
    5,396,927       161,637,964  
 
Unilever NV (Netherlands)
    3,253,041       87,148,968  
 
              248,786,932  
 
 
Personal Products–0.7%
 
       
Avon Products, Inc.
    2,585,060       75,225,246  
 
 
Pharmaceuticals–4.5%
 
       
Abbott Laboratories
    1,118,673       55,195,326  
 
Bristol-Myers Squibb Co.
    5,225,503       136,281,118  
 
Merck & Co., Inc.
    3,219,634       113,202,331  
 
Pfizer, Inc.
    6,631,418       105,638,489  
 
Roche Holdings AG–ADR (Switzerland)
    2,081,331       70,814,582  
 
              481,131,846  
 
 
Property & Casualty Insurance–0.7%
 
       
Chubb Corp.
    1,413,011       77,885,166  
 
 
Regional Banks–1.8%
 
       
BB&T Corp.
    1,694,189       37,475,461  
 
Fifth Third Bancorp
    3,083,474       34,072,388  
 
PNC Financial Services Group, Inc.
    2,386,670       121,624,703  
 
              193,172,552  
 
 
Semiconductor Equipment–0.2%
 
       
Lam Research Corp.(a)
    620,087       22,391,342  
 
 
Semiconductors–0.7%
 
       
Intel Corp.
    4,055,551       71,864,364  
 
 
Soft Drinks–1.0%
 
       
Coca-Cola Co.
    1,072,089       59,951,217  
 
Coca-Cola Enterprises, Inc.
    1,810,760       51,534,229  
 
              111,485,446  
 
 
Wireless Telecommunication Services–1.1%
 
       
Vodafone Group PLC–ADR (United Kingdom)
    4,991,513       120,694,784  
 
Total Common Stocks–61.5%
            6,584,312,289  
 
 
Convertible Preferred Stocks–1.9%
 
       
 
Agricultural Products–0.3%
 
       
Archer-Daniels-Midland Co., 6.250%
    832,350       34,142,997  
 
 
Electric Utilities–0.4%
 
       
Centerpoint Energy, Inc.(c), 3.074%
    1,300,669       37,576,327  
 
 
Health Care Facilities–0.2%
 
       
HEALTHSOUTH Corp., Ser A, 6.500%
    27,000       21,404,250  
 
 
Health Care Services–0.1%
 
       
Omnicare Capital Trust II, 4.000%
    356,855       11,669,159  
 
 
Office Services & Supplies–0.2%
 
       
Avery Dennison Corp., 7.875%
    529,725       20,394,412  
 
 
Oil & Gas Storage & Transportation–0.3%
 
       
El Paso Energy Capital Trust I, 4.750%
    875,900       32,714,865  
 
 
Regional Banks–0.4%
 
       
KeyCorp Ser A, 7.750%
    427,098       44,200,372  
 
Total Convertible Preferred Stocks–1.9%
            202,102,382  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Convertible Corporate Obligations–16.3%
 
                       
 
Advertising–0.6%
 
                       
Interpublic Group of Cos, Inc.
    4.750 %     03/15/23     $ 17,229     $ 18,585,784  
 
Interpublic Group of Cos., Inc.
    4.250       03/15/23       37,739       39,908,992  
 
                              58,494,776  
 
 
Application Software–0.2%
 
                       
Cadence Design Systems, Inc.(d)
    2.625       06/01/15       17,327       19,016,383  
 
 
Asset Management & Custody Banks–0.1%
 
                       
Janus Capital Group, Inc.
    3.250       07/15/14       5,368       5,629,690  
 
 
Auto Parts & Equipment–0.4%
 
                       
BorgWarner, Inc.
    3.500       04/15/12       31,810       45,806,400  
 
 
Automobile Manufacturers–1.0%
 
                       
Ford Motor Co.
    4.250       11/15/16       60,143       83,749,128  
 
Navistar International Corp.
    3.000       10/15/14       17,645       19,343,331  
 
                              103,092,459  
 
 
Banking–0.6%
 
                       
Goldman Sachs Group, Inc.(d)
    1.000       03/15/17       61,461       59,492,404  
 
 
Biotechnology–2.8%
 
                       
Amgen, Inc.
    0.375       02/01/13       145,000       144,637,500  
 
Amylin Pharmaceuticals, Inc.
    3.000       06/15/14       37,072       33,364,800  
 
Gilead Sciences, Inc.(d)
    1.625       05/01/16       75,120       74,556,600  
 
Invitrogen Corp.
    1.500       02/15/24       45,000       49,725,000  
 
                              302,283,900  
 
 
Broadcasting & Cable TV–0.8%
 
                       
Liberty Media LLC
    3.125       03/30/23       64,249       70,192,033  
 
Sinclair Broadcast Group, Inc.
    6.000       09/15/12       21,235       20,385,600  
 
                              90,577,633  
 
 
Casinos & Gaming–0.7%
 
                       
International Game Technology
    3.250       05/01/14       46,844       51,469,845  
 
MGM Resorts International(d)
    4.250       04/15/15       30,154       24,952,435  
 
                              76,422,280  
 
 
Coal & Consumable Fuels–0.4%
 
                       
Massey Energy Co.
    3.250       08/01/15       53,300       46,237,750  
 
 
Communications Equipment–0.5%
 
                       
Ciena Corp.
    0.250       05/01/13       25,049       21,730,008  
 
JDS Uniphase Corp.(d)
    1.000       05/15/26       34,000       31,237,500  
 
                              52,967,508  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Health Care–1.2%
 
                       
LifePoint Hospitals, Inc.
    3.500 %     05/15/14     $ 46,059     $ 43,986,345  
 
Mylan Labs, Inc.
    1.250       03/15/12       62,100       63,186,750  
 
Wright Medical Group, Inc.
    2.625       12/01/14       21,330       18,317,138  
 
                              125,490,233  
 
 
Health Care Services–0.4%
 
                       
Omnicare, Inc.
    3.250       12/15/35       54,120       45,325,500  
 
 
Hotels, Resorts & Cruise Lines–0.3%
 
                       
Gaylord Entertainment Co.(d)
    3.750       10/01/14       31,562       37,085,350  
 
 
Industrial Conglomerates–0.1%
 
                       
Textron, Inc.
    4.500       05/01/13       9,876       14,702,895  
 
 
Internet Software & Services–0.5%
 
                       
Symantec Corp.
    1.000       06/15/13       54,340       54,951,325  
 
 
Noncaptive-Consumer Finance–0.3%
 
                       
Jefferies Group, Inc.
    3.875       11/01/29       28,658       28,550,034  
 
 
Oil & Gas Equipment & Services–0.2%
 
                       
Cal Dive International, Inc.
    3.250       12/15/25       25,155       23,016,825  
 
 
Other Diversified Financial Services–0.7%
 
                       
Affiliated Managers Group, Inc.
    3.950       08/15/38       39,246       38,902,597  
 
NASDAQ OMX Group, Inc.
    2.500       08/15/13       33,536       33,032,960  
 
                              71,935,557  
 
 
Pharmaceuticals–1.0%
 
                       
Cephalon, Inc.
    2.500       05/01/14       44,388       47,661,615  
 
Endo Pharmaceuticals Holdings, Inc.(d)
    1.750       04/15/15       28,137       31,056,214  
 
King Pharmaceuticals, Inc.
    1.250       04/01/26       35,517       32,853,225  
 
                              111,571,054  
 
 
Semiconductors–0.8%
 
                       
Micron Technology, Inc.
    1.875       06/01/14       51,757       44,834,501  
 
Xilinx, Inc.(d)
    3.125       03/15/37       40,978       36,880,200  
 
                              81,714,701  
 
 
Steel–0.4%
 
                       
Allegheny Technologies, Inc.
    4.250       06/01/14       33,735       42,506,100  
 
 
Technology–2.0%
 
                       
Cadence Design Systems, Inc.
    1.375       12/15/11       2,649       2,596,020  
 
Cadence Design Systems, Inc.
    1.500       12/15/13       22,000       19,772,500  
 
Linear Technology Corp.(d)
    3.000       05/01/27       36,420       36,556,575  
 
Lucent Technologies, Inc., Ser B
    2.875       06/15/25       76,524       68,202,015  
 
SanDisk Corp.
    1.000       05/15/13       94,995       87,632,887  
 
                              214,759,997  
 
 
Thrifts & Mortgage Finance–0.1%
 
                       
MGIC Investment Corp.
    5.000       05/01/17       8,927       8,692,666  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Wireless Telecommunication Services–0.2%
 
                       
SBA Communications Corp.
    1.875 %     05/01/13     $ 24,081     $ 25,495,759  
 
Total Convertible Corporate Obligations–16.3%
                            1,745,819,179  
 
 
Corporate Bonds–10.2%
 
                       
 
Agency–1.2%
 
                       
Federal Home Loan Mortgage Corp.
    3.000       07/28/14       23,700       25,324,635  
 
Federal Home Loan Mortgage Corp.
    4.875       06/13/18       33,000       38,777,557  
 
Federal Home Loan Mortgage Corp.
    6.750       03/15/31       7,000       9,920,103  
 
Federal National Mortgage Association
    4.375       10/15/15       37,970       43,041,379  
 
Federal National Mortgage Association
    6.625       11/15/30       5,970       8,314,357  
 
                              125,378,031  
 
 
Airlines–0.0%
 
                       
Delta Air Lines, Inc.
    6.200       07/02/18       3,200       3,316,000  
 
 
Automotive–0.0%
 
                       
DaimlerChrysler NA Holding Corp.
    7.750       01/18/11       3,730       3,825,846  
 
 
Automotive Retail–0.1%
 
                       
Advance Auto Parts, Inc.
    5.750       05/01/20       4,300       4,574,125  
 
AutoZone, Inc.
    6.500       01/15/14       5,245       5,942,902  
 
                              10,517,027  
 
 
Banking–3.0%
 
                       
Abbey National Treasury Services PLC (United Kingdom)(d)
    3.875       11/10/14       4,645       4,755,614  
 
American Express Co.
    8.125       05/20/19       3,380       4,370,350  
 
Bank of America Corp., Ser L
    5.650       05/01/18       15,855       16,584,854  
 
Bank of America Corp.
    5.750       12/01/17       2,575       2,734,450  
 
Barclays Bank PLC (United Kingdom)
    6.750       05/22/19       8,290       9,859,420  
 
Capital One Bank USA NA
    8.800       07/15/19       8,625       10,954,929  
 
Citibank NA
    1.750       12/28/12       18,400       18,833,627  
 
Citigroup, Inc.
    2.250       12/10/12       69,000       71,462,635  
 
Citigroup, Inc.
    6.125       11/21/17       11,285       12,144,845  
 
Citigroup, Inc.
    6.125       05/15/18       6,965       7,603,318  
 
Citigroup, Inc.
    8.500       05/22/19       4,075       4,995,059  
 
Commonwealth Bank of Australia (Australia)(d)
    5.000       10/15/19       6,095       6,628,385  
 
Credit Suisse (Switzerland)
    5.400       01/14/20       1,775       1,872,206  
 
Credit Suisse New York (Switzerland)
    5.300       08/13/19       3,630       4,013,579  
 
GMAC, Inc.
    2.200       12/19/12       11,500       11,885,719  
 
Goldman Sachs Group, Inc.
    6.150       04/01/18       15,465       16,940,498  
 
Goldman Sachs Group, Inc.
    6.750       10/01/37       4,475       4,624,947  
 
HBOS PLC (United Kingdom)(d)
    6.750       05/21/18       8,310       8,354,916  
 
JPMorgan Chase & Co.
    6.000       01/15/18       7,335       8,341,598  
 
KeyBank NA
    3.200       06/15/12       7,500       7,846,316  
 
Lloyds TSB Bank PLC (United Kingdom)(d)
    5.800       01/13/20       1,360       1,419,877  
 
National Australia Bank Ltd. (Australia)(d)
    3.750       03/02/15       3,250       3,419,652  
 
Nationwide Building Society (United Kingdom)(d)
    6.250       02/25/20       8,640       9,618,102  
 
Nordea Bank AB (Sweden)(d)
    4.875       01/27/20       4,395       4,800,389  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
13        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Banking–(continued)
 
                       
                                 
PNC Funding Corp.
    5.125 %     02/08/20     $ 5,185     $ 5,616,978  
 
PNC Funding Corp.
    6.700       06/10/19       3,555       4,232,594  
 
Rabobank Nederland NV (Netherlands)(d)
    4.750       01/15/20       8,895       9,662,464  
 
Royal Bank of Scotland PLC (United Kingdom)
    4.875       03/16/15       7,480       7,839,235  
 
Santander US Debt SA Unipersonal (Spain)(d)
    3.724       01/20/15       3,200       3,234,977  
 
Standard Chartered Bank (United Kingdom)(d)
    6.400       09/26/17       2,310       2,593,571  
 
Standard Chartered PLC (United Kingdom)(d)
    3.850       04/27/15       3,730       3,880,355  
 
UBS AG Stamford Branch (Switzerland)
    5.875       12/20/17       5,100       5,747,136  
 
UBS AG Stamford CT (Switzerland)
    3.875       01/15/15       1,435       1,491,751  
 
US Bank, NA(c)
    3.778       04/29/20       7,200       7,540,610  
 
Wells Fargo & Co.
    5.625       12/11/17       14,445       16,308,757  
 
                              322,213,713  
 
 
Brokerage–0.2%
 
                       
Bear Stearns Co., Inc.
    7.250       02/01/18       7,950       9,596,155  
 
Credit Suisse New York (Switzerland)
    6.000       02/15/18       1,647       1,802,840  
 
Merrill Lynch & Co., Inc.
    6.875       04/25/18       8,375       9,227,127  
 
                              20,626,122  
 
 
Building Materials–0.0%
 
                       
Holcim US Finance Sarl & Cie SCS (Luxembourg)(d)
    6.000       12/30/19       1,885       2,085,870  
 
 
Chemicals–0.0%
 
                       
Potash Corp. of Saskatchewan, Inc. (Canada)
    5.875       12/01/36       2,175       2,426,768  
 
 
Diversified Banks–0.3%
 
                       
Bank of Nova Scotia (Canada)
    2.375       12/17/13       5,955       6,150,419  
 
HSBC Bank PLC (United Kingdom)(d)
    4.125       08/12/20       6,615       6,844,585  
 
US Bancorp
    2.000       06/14/13       7,955       8,154,439  
 
Westpac Banking Corp. (Australia)
    2.100       08/02/13       6,465       6,544,941  
 
                              27,694,384  
 
 
Diversified Capital Markets–0.1%
 
                       
Credit Suisse New York (Switzerland)
    4.375       08/05/20       6,350       6,407,229  
 
 
Diversified Manufacturing–0.1%
 
                       
Brascan Corp. (Canada)
    7.125       06/15/12       1,330       1,428,485  
 
Brookfield Asset Management, Inc. (Canada)
    5.800       04/25/17       2,470       2,534,064  
 
General Electric Co.
    5.250       12/06/17       4,265       4,799,906  
 
                              8,762,455  
 
 
Electric–0.3%
 
                       
Electricite de France SA (France)(d)
    4.600       01/27/20       2,100       2,309,317  
 
Enel Finance International SA, (Luxembourg)(d)
    5.125       10/07/19       6,605       6,841,216  
 
FirstEnergy Solutions Corp.
    6.050       08/15/21       4,550       4,863,675  
 
Iberdrola Finance Ireland Ltd. (Ireland)(d)
    3.800       09/11/14       2,100       2,155,233  
 
Indianapolis Power & Light Co.(d)
    6.300       07/01/13       1,330       1,487,810  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Electric–(continued)
 
                       
                                 
NiSource Finance Corp.
    6.800 %     01/15/19     $ 2,040     $ 2,420,515  
 
Progress Energy, Inc.
    7.050       03/15/19       6,560       8,214,715  
 
                              28,292,481  
 
 
Food & Beverage–0.3%
 
                       
Anheuser-Busch InBev Worldwide, Inc.(d)
    7.200       01/15/14       4,705       5,486,720  
 
Bunge Ltd. Finance Corp.
    8.500       06/15/19       315       381,590  
 
ConAgra Foods, Inc.
    7.000       10/01/28       1,342       1,655,795  
 
ConAgra Foods, Inc.
    8.250       09/15/30       4,085       5,548,322  
 
FBG Finance Ltd. (Australia)(d)
    5.125       06/15/15       6,815       7,571,374  
 
Kraft Foods, Inc.
    5.375       02/10/20       2,150       2,401,175  
 
Kraft Foods, Inc.
    6.875       02/01/38       842       1,039,015  
 
Kraft Foods, Inc.
    6.875       01/26/39       2,030       2,519,281  
 
Kraft Foods, Inc.
    7.000       08/11/37       7,025       8,758,043  
 
                              35,361,315  
 
 
Food Retail–0.2%
 
                       
Safeway, Inc.
    3.950       08/15/20       11,320       11,512,038  
 
Wrigley (WM) Jr., Co.(d)(e)
    1.912       06/28/11       10,705       10,737,127  
 
                              22,249,165  
 
 
Health Care Equipment–0.1%
 
                       
Boston Scientific Corp.
    5.450       06/15/14       5,896       6,170,164  
 
CareFusion Corp.
    4.125       08/01/12       5,885       6,169,801  
 
                              12,339,965  
 
 
Health Care Services–0.1%
 
                       
Express Scripts, Inc.
    5.250       06/15/12       13,930       14,885,561  
 
 
Integrated Energy–0.0%
 
                       
Hess Corp.
    6.000       01/15/40       3,175       3,477,679  
 
 
Integrated Oil & Gas–0.0%
 
                       
Shell International Finance BV (Netherlands)
    3.100       06/28/15       1,920       2,019,373  
 
 
Internet Retail–0.1%
 
                       
Expedia, Inc.(d)
    5.950       08/15/20       6,935       7,128,373  
 
 
Investment Banking & Brokerage–0.3%
 
                       
Charles Schwab Corp.
    4.450       07/22/20       7,675       8,073,454  
 
Jefferies Group, Inc.
    6.875       04/15/21       8,855       9,433,848  
 
Morgan Stanley
    4.000       07/24/15       11,695       11,758,631  
 
                              29,265,933  
 
 
Life & Health Insurance–0.1%
 
                       
Aflac, Inc.
    6.450       08/15/40       4,700       4,965,779  
 
MetLife, Inc.
    2.375       02/06/14       2,235       2,241,850  
 
MetLife, Inc.
    4.750       02/08/21       3,035       3,181,168  
 
MetLife, Inc.
    5.875       02/06/41       2,255       2,470,486  
 
                              12,859,283  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
15        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Life Insurance–0.3%
 
                       
Aegon NV (Netherlands)
    4.625 %     12/01/15     $ 3,000     $ 3,163,184  
 
MetLife, Inc., Ser A
    6.817       08/15/18       3,070       3,659,529  
 
Nationwide Financial Services, Inc.
    6.250       11/15/11       3,155       3,289,066  
 
Pacific LifeCorp(d)
    6.000       02/10/20       3,350       3,664,922  
 
Platinum Underwriters Finance, Inc., Ser B
    7.500       06/01/17       3,100       3,437,344  
 
Prudential Financial, Inc.
    4.750       09/17/15       4,910       5,287,635  
 
Prudential Financial, Inc.
    6.625       12/01/37       3,395       3,929,751  
 
Prudential Financial, Inc.
    7.375       06/15/19       365       443,651  
 
Reinsurance Group of America, Inc.
    6.450       11/15/19       3,350       3,686,187  
 
                              30,561,269  
 
 
Managed Health Care–0.1%
 
                       
Aetna, Inc.
    3.950       09/01/20       8,940       8,879,630  
 
WellPoint, Inc.
    4.350       08/15/20       5,460       5,645,493  
 
                              14,525,123  
 
 
Media-Cable–0.3%
 
                       
Comcast Corp.
    5.150       03/01/20       3,280       3,580,039  
 
Comcast Corp.
    5.700       05/15/18       4,535       5,208,184  
 
Comcast Corp.
    6.450       03/15/37       2,000       2,293,801  
 
Cox Communications, Inc.
    7.250       11/15/15       5,000       6,022,876  
 
DirecTV Holdings LLC
    7.625       05/15/16       6,540       7,243,050  
 
Time Warner Cable, Inc.
    6.750       06/15/39       1,725       2,028,197  
 
Time Warner Cable, Inc.
    8.750       02/14/19       3,855       5,062,024  
 
Time Warner, Inc.
    5.875       11/15/16       2,595       3,007,297  
 
                              34,445,468  
 
 
Media-Noncable–0.1%
 
                       
Grupo Televisa SA (Mexico)
    6.000       05/15/18       1,285       1,445,371  
 
WPP Finance UK (United Kingdom)
    8.000       09/15/14       3,125       3,682,710  
 
                              5,128,081  
 
 
Metals–0.3%
 
                       
Anglo American Capital PLC (United Kingdom)(d)
    9.375       04/08/19       4,085       5,567,691  
 
ArcelorMittal (Luxembourg)
    9.850       06/01/19       6,840       8,616,424  
 
Freeport-McMoRan Cooper & Gold, Inc.
    8.375       04/01/17       5,365       5,966,886  
 
Rio Tinto Finance USA Ltd. (Australia)
    9.000       05/01/19       5,115       7,087,578  
 
Southern Copper Corp.
    5.375       04/16/20       1,145       1,200,766  
 
Southern Copper Corp.
    6.750       04/16/40       1,655       1,797,133  
 
Vale Overseas Ltd. (Cayman Islands)
    5.625       09/15/19       3,570       3,840,713  
 
Vale Overseas Ltd. (Cayman Islands)
    6.875       11/10/39       1,040       1,174,017  
 
                              35,251,208  
 
 
Multi-Line Insurance–0.0%
 
                       
CNA Financial Corp.
    5.875       08/15/20       4,785       4,855,141  
 
 
Noncaptive-Consumer Finance–0.8%
 
                       
American Express Credit Corp., Ser C
    7.300       08/20/13       7,075       8,101,073  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Noncaptive-Consumer Finance–(continued)
 
                       
                                 
General Electric Capital Corp.
    2.625 %     12/28/12     $ 46,300     $ 48,320,505  
 
General Electric Capital Corp.
    5.625       05/01/18       9,325       10,320,487  
 
General Electric Capital Corp.
    5.875       01/14/38       2,775       2,861,865  
 
Household Finance Corp.
    6.375       10/15/11       6,316       6,672,066  
 
HSBC Finance Corp.
    5.500       01/19/16       740       809,220  
 
HSBC Finance Corp.
    6.750       05/15/11       4,430       4,612,254  
 
                              81,697,470  
 
 
Office–0.1%
 
                       
Digital Realty Trust, LP(d)
    4.500       07/15/15       5,075       5,220,635  
 
 
Oil & Gas Exploration & Production–0.1%
 
                       
Petroleos Mexicanos (Mexico)(d)
    5.500       01/21/21       5,545       5,787,349  
 
 
Oil Field Services–0.0%
 
                       
Petrobras International Finance Co. (Cayman Islands)
    5.750       01/20/20       3,055       3,259,049  
 
 
Other–0.0%
 
                       
NASDAQ OMX Group, Inc.
    5.550       01/15/20       4,325       4,597,123  
 
 
Other Diversified Financial Services–0.1%
 
                       
Erac USA Finance Co.(d)
    2.750       07/01/13       4,455       4,546,104  
 
Erac USA Finance Co.(d)
    5.800       10/15/12       1,195       1,294,599  
 
JPMorgan Chase & Co.
    4.400       07/22/20       5,520       5,611,699  
 
                              11,452,402  
 
 
Packaged Foods & Meats–0.0%
 
                       
Grupo Bimbo SAB de CV (Mexico)(d)
    4.875       06/30/20       4,480       4,667,015  
 
 
Paper Packaging–0.0%
 
                       
Sealed Air Corp.
    7.875       06/15/17       1,765       1,922,187  
 
 
Pipelines–0.2%
 
                       
Enterprise Products Operating LLC
    5.250       01/31/20       2,325       2,521,670  
 
Enterprise Products Operating LLC
    6.500       01/31/19       4,310       5,025,842  
 
Plains All American Pipeline LP
    6.700       05/15/36       2,815       3,091,637  
 
Spectra Energy Capital LLC
    7.500       09/15/38       2,245       2,805,930  
 
Texas Eastern Transmission LP
    7.000       07/15/32       3,835       4,781,933  
 
                              18,227,012  
 
 
Property & Casualty Insurance–0.0%
 
                       
AIG SunAmerica Global Financing VI(d)
    6.300       05/10/11       1,775       1,811,609  
 
 
Railroads–0.1%
 
                       
CSX Corp.
    6.150       05/01/37       1,710       1,969,271  
 
CSX Corp.
    6.750       03/15/11       5,000       5,161,945  
 
                              7,131,216  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
17        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
REITS–0.1%
 
                       
Boston Properties LP
    5.875 %     10/15/19     $ 3,850     $ 4,314,852  
 
WEA Finance LLC(d)
    6.750       09/02/19       4,725       5,595,480  
 
                              9,910,332  
 
 
Restaurants–0.1%
 
                       
Yum! Brands, Inc.
    5.300       09/15/19       4,215       4,727,828  
 
Yum! Brands, Inc.
    6.250       03/15/18       1,130       1,340,405  
 
                              6,068,233  
 
 
Retailers–0.2%
 
                       
CVS Lease Pass-Through Trust
    6.036       12/10/28       7,604       8,041,819  
 
Home Depot, Inc.
    5.875       12/16/36       4,560       4,862,164  
 
Kohl’s Corp.
    6.875       12/15/37       4,210       5,359,026  
 
Wal-Mart Stores, Inc.
    5.250       09/01/35       2,060       2,241,037  
 
Wal-Mart Stores, Inc.
    6.500       08/15/37       710       909,782  
 
                              21,413,828  
 
 
Sovereigns–0.0%
 
                       
Korea Development Bank(Republic of Korea (South Korea))
    4.375       08/10/15       3,360       3,547,538  
 
 
Steel–0.1%
 
                       
ArcelorMittal (Luxembourg)
    3.750       08/05/15       8,330       8,297,870  
 
 
Supermarkets–0.1%
 
                       
Delhaize Group (Belgium)
    5.875       02/01/14       3,780       4,265,116  
 
Kroger Co.
    6.900       04/15/38       1,000       1,258,896  
 
                              5,524,012  
 
 
Technology–0.1%
 
                       
Corning, Inc.
    6.625       05/15/19       715       860,996  
 
Corning, Inc.
    7.250       08/15/36       1,160       1,368,091  
 
IBM Corp.
    5.600       11/30/39       2,310       2,730,754  
 
Xerox Corp.
    5.625       12/15/19       890       991,470  
 
Xerox Corp.
    6.350       05/15/18       2,795       3,217,640  
 
                              9,168,951  
 
 
Tobacco–0.1%
 
                       
BAT International Finance PLC (United Kingdom)(d)
    9.500       11/15/18       3,465       4,709,796  
 
Philip Morris International, Inc.
    5.650       05/16/18       4,510       5,260,435  
 
                              9,970,231  
 
 
Wireline–0.4%
 
                       
AT&T Corp.
    8.000       11/15/31       61       84,218  
 
AT&T, Inc.
    6.300       01/15/38       8,767       10,161,792  
 
AT&T, Inc.(d)
    5.350       09/01/40       2,044       2,068,086  
 
Deutsche Telekom International Finance BV (Netherlands)
    8.750       06/15/30       2,485       3,511,489  
 
SBC Communications, Inc.
    6.150       09/15/34       3,610       3,988,069  
 
Telecom Italia Capital SA (Luxembourg)
    6.999       06/04/18       6,160       7,026,494  
 
Telecom Italia Capital SA (Luxembourg)
    7.175       06/18/19       3,260       3,782,145  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
18        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Wireline–(continued)
 
                       
                                 
Telefonica Europe (Netherlands)
    8.250 %     09/15/30     $ 5,750     $ 7,596,448  
 
Verizon Communications, Inc.
    6.350       04/01/19       3,930       4,763,045  
 
Verizon Communications, Inc.
    8.950       03/01/39       3,435       5,192,512  
 
                              48,174,298  
 
Total Corporate Bonds–10.2%
                            1,093,747,223  
 
 
United States Treasury Obligations–6.9%
 
                       
United States Treasury Bonds
    3.500       02/15/39       30,000       29,840,627  
 
United States Treasury Bonds
    4.250       05/15/39       9,700       10,959,485  
 
United States Treasury Bonds
    4.375       11/15/39       13,000       14,986,562  
 
United States Treasury Bonds
    4.625       02/15/40       17,900       21,479,999  
 
United States Treasury Bonds
    6.125       11/15/27       19,000       26,623,749  
 
United States Treasury Bonds
    8.000       11/15/21       3,557       5,394,969  
 
United States Treasury Notes
    1.375       09/15/12       21,200       21,574,313  
 
United States Treasury Notes
    1.500       12/31/13       25,000       25,574,218  
 
United States Treasury Notes
    1.750       08/15/12       4,080       4,181,044  
 
United States Treasury Notes
    1.750       03/31/14       9,500       9,786,484  
 
United States Treasury Notes
    2.000       09/30/10       10,000       10,012,600  
 
United States Treasury Notes
    2.125       11/30/14       75,435       78,593,840  
 
United States Treasury Notes
    2.250       01/31/15       19,180       20,067,075  
 
United States Treasury Notes
    2.375       10/31/14       225,565       237,301,427  
 
United States Treasury Notes
    2.625       07/31/14       95,125       101,040,587  
 
United States Treasury Notes
    3.375       11/15/19       20,000       21,606,250  
 
United States Treasury Notes
    3.625       08/15/19       56,760       62,613,374  
 
United States Treasury Notes
    3.750       11/15/18       34,000       38,080,000  
 
Total United States Treasury Obligations–6.9%
                            739,716,603  
 
 
Foreign Government Obligations–0.3%
 
                       
Brazilian Government International Bond (Brazil)
    6.000       01/17/17       16,195       18,705,225  
 
Italian Republic (Italy)
    6.875       09/27/23       6,235       7,762,844  
 
Republic of Peru (Peru)
    7.125       03/30/19       1,615       2,004,457  
 
Total Foreign Government Obligations–0.3%
                            28,472,526  
 
 
Municipal Bonds–0.3%
 
                       
 
California–0.0%
 
                       
California St Taxable Var Purp 3
    5.950       04/01/16       2,390       2,639,922  
 
 
Georgia–0.1%
 
                       
Municipal Elec Auth GA Build America Bonds
    6.655       04/01/57       4,980       5,270,583  
 
Municipal Elec Auth GA Build America Bonds Taxable Plt
    6.637       04/01/57       2,600       2,787,538  
 
                              8,058,121  
 
 
Illinois–0.1%
 
                       
Chicago, IL O’Hare Intl Arpt Build America Bonds
    6.395       01/01/40       1,480       1,643,792  
 
Chicago, IL Transit Auth Sales Tax Receipts Rev Build America Bonds, Ser B
    6.200       12/01/40       3,945       4,000,901  
 
Illinois St Toll Hwy Auth Toll Hwy Rev Build America Bonds Direct Pmt Taxable Sr Priority
    6.184       01/01/34       2,970       3,194,086  
 
                              8,838,779  
 
                                 
                                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
19        Invesco Van Kampen Equity and Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
New York–0.1%
 
                       
New York Build America Bonds
    5.968 %     03/01/36     $ 3,555     $ 3,935,563  
 
 
Texas–0.0%
 
                       
Texas St Trans Commn Taxable First Tier, Ser B
    5.028       04/01/26       3,360       3,699,998  
 
Total Municipal Bonds–0.3%
                            27,172,383  
 
 
Asset Backed Securities–0.1%
 
                       
ARI Fleet Lease Trust(d)(e)
    1.726       08/15/18       3,216       3,216,741  
 
GE Dealer Floorplan Master Note Trust(d)(e)
    1.816       10/20/14       5,075       5,143,498  
 
Total Asset Backed Securities–0.1%
                            8,360,239  
 
Total Long-Term Investments–97.5% (Cost $10,640,439,187)
                            10,429,702,824  
 
 
                 
    Shares   Value
 
 
Money Market Funds–2.3%
 
       
Liquid Assets Portfolio–Institutional Class(b)
    124,404,885     $ 124,404,885  
 
Premier Portfolio–Institutional Class(b)
    124,404,885       124,404,885  
 
Total Money Market Funds–2.3%
(Cost $248,809,770)
            248,809,770  
 
 
Short-Term Investments–0.0%
 
       
 
United States Government Agency Obligations–0.0%
 
       
United States Treasury Bill ($3,400,000 par, yielding 0.202%, 10/28/10 maturity)(f)
(Cost $3,398,928)
            3,398,928  
 
TOTAL INVESTMENTS–99.8% (Cost $10,892,647,885)
            10,681,911,522  
 
OTHER ASSETS IN EXCESS OF LIABILITIES–0.2%
            18,317,424  
 
NET ASSETS–-100.0%
          $ 10,700,228,946  
 
 
Investment Abbreviation:
 
     
ADR
  – American Depositary Receipt
 
Notes to Schedule of Investments:
 
Percentages are calculated as a percentage of net assets.
(a) Non-income producing security.
(b) The money market fund and the Fund are affiliated by having the same investment adviser.
(c) Variable Rate Coupon
(d) 144A-Private Placement security which is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers.
(e) Floating Rate Coupon
(f) All or a portion of this security has been physically segregated in connection with open futures contracts.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
20        Invesco Van Kampen Equity and Income Fund


Table of Contents

                 
Futures Contracts Outstanding as of August 31, 2010
        Unrealized
    Number of
  Appreciation/
    Contracts   Depreciation
 
Long Contracts:
 
               
U.S. Treasury Note 2-Year Futures, December 2010
               
(Current Notional Value of $219,141 per contract)
    1,741     $ 186,785  
 
Short Contracts:
 
               
U.S. Treasury Bond 30-Year Futures, December 2010
               
(Current Notional Value of $135,031 per contract)
    262       (106,988 )
 
U.S. Treasury Notes 5-Year Futures, December 2010
               
(Current Notional Value of $120,320 per contract)
    1,669       (1,294,364 )
 
U.S. Treasury Note 10-Year Futures, September 2010
               
(Current Notional Value of $126,500 per contract)
    1,143       (6,892,609 )
 
Total Short Contracts
    3,074       (8,293,961 )
 
Total Futures Contracts
    4,815     $ (8,107,176 )
 
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further information regarding fair value measurements.)
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value.
 
                                 
    Level 1   Level 2   Level 3    
        Other Significant
  Significant
   
    Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Investments in an Asset Position
                               
Equity Securities
                               
Common Stocks (excluding ADR securities)
  $ 5,978,092,108     $     $     $ 5,978,092,108  
 
ADR Securities
    464,784,655       141,435,526             606,220,181  
 
Convertible Preferred Stocks
    143,121,805       58,980,577             202,102,382  
 
Money Market Funds
    248,809,770                   248,809,770  
 
Convertible Corporate Obligations
          1,745,819,179             1,745,819,179  
 
Corporate Bonds
          1,093,747,223             1,093,747,223  
 
United States Treasury Obligations
          739,716,603             739,716,603  
 
Foreign Government Obligations
          28,472,526             28,472,526  
 
Municipal Bonds
          27,172,383             27,172,383  
 
Asset Backed Securities
          8,360,239             8,360,239  
 
Short-Term Investments
          3,398,928             3,398,928  
 
Futures
    186,785                   186,785  
 
Total Investments in an Asset Position
  $ 6,834,995,123     $ 3,847,103,184     $     $ 10,682,098,307  
 
Investments in a Liability Position
                               
Futures
  $ (8,293,961 )   $     $     $ (8,293,961 )
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
21        Invesco Van Kampen Equity and Income Fund


Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $10,643,838,115)
  $ 10,433,101,752  
 
Investments in affiliated money market funds, at value and cost
    248,809,770  
 
Cash
    5  
 
Receivables:
       
Interest
    29,212,874  
 
Dividends
    19,718,339  
 
Investments sold
    15,701,721  
 
Fund shares sold
    10,796,805  
 
Other
    69,427  
 
Total assets
    10,757,410,693  
 
 
Liabilities:
 
Payables:
       
Fund shares repurchased
    24,418,674  
 
Investments purchased
    21,396,681  
 
Distributor and affiliates
    6,325,745  
 
Variation margin on futures
    1,139,132  
 
Accrued expenses
    3,901,515  
 
Total liabilities
    57,181,747  
 
Net assets
  $ 10,700,228,946  
 
 
Net assets consist of:
 
Capital (Par value of $0.01 per share with an unlimited number of shares authorized)
  $ 11,667,764,220  
 
Accumulated undistributed net investment income
    38,387,747  
 
Net unrealized appreciation (depreciation)
    (218,843,539 )
 
Accumulated net realized gain (loss)
    (787,079,482 )
 
Net assets
  $ 10,700,228,946  
 
 
Maximum offering price per share:
 
 
Class A Shares:
       
Net asset value and redemption price per share (Based on net assets of $7,560,462,147 and 1,003,430,664 shares of beneficial interest issued and outstanding)
  $ 7.53  
 
Maximum sales charge (5.50% of offering price)
    0.44  
 
Maximum offering price to public
  $ 7.97  
 
Class B Shares:
       
Net asset value and offering price per share (Based on net assets of $1,278,734,229 and 173,061,758 shares of beneficial interest issued and outstanding)
  $ 7.39  
 
Class C Shares:
       
Net asset value and offering price per share (Based on net assets of $1,211,088,790 and 163,207,905 shares of beneficial interest issued and outstanding)
  $ 7.42  
 
Class R Shares:
       
Net asset value and offering price per share (Based on net assets of $172,143,381 and 22,753,587 shares of beneficial interest issued and outstanding)
  $ 7.57  
 
Class Y Shares:
       
Net asset value and offering price per share (Based on net assets of $414,202,899 and 54,942,806 shares of beneficial interest issued and outstanding)
  $ 7.54  
 
Institutional Share Class:
       
Net asset value and offering price per share (Based on net assets of $63,597,500 and 8,436,538 shares of beneficial interest issued and outstanding)
  $ 7.54  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
22        Invesco Van Kampen Equity and Income Fund


Table of Contents

Statements of Operations
 
For the period January 1, 2010 through August 31, 2010 and the year ended December 31, 2009
 
 
                 
    For the
  For the
    eight months ended
  year ended
    August 31,
  December 31,
    2010   2009
 
 
Investment income:
 
       
Dividends (net of foreign taxes of $989,792 and $3,859,222)
  $ 118,287,775     $ 192,084,331  
 
Interest
    90,705,150       143,064,008  
 
Total income
    208,992,925       335,148,339  
 
 
Expenses:
 
       
Investment advisory fee
    27,578,844       39,904,669  
 
Distribution fees
               
Class A
    13,669,074       19,676,007  
 
Class B
    3,787,038       3,892,009  
 
Class C
    8,807,407       12,776,200  
 
Class R
    593,631       745,061  
 
Transfer agent fees — A, B, C, R and Y
    10,233,551       19,240,793  
 
Transfer agent fees Institutional
    5,491       -0-  
 
Reports to shareholders
    1,582,123       1,976,225  
 
Administrative services fees
    1,026,491       1,487,794  
 
Trustees’ and officers’ fees and benefits
    245,424       262,712  
 
Custody
    231,319       484,682  
 
Professional fees
    209,428       528,502  
 
Registration fees
    109,132       149,804  
 
Other
    197,788       359,401  
 
Total expenses
    68,276,741       101,483,859  
 
Expense reduction
    71,576       -0-  
 
Net expenses
    68,205,165       101,483,859  
 
Net investment income
    140,787,760       233,664,480  
 
 
Realized and unrealized gain (loss):
 
       
Realized gain (loss) on sales of unaffiliated investments
    426,910,722       (19,301,613 )
 
Realized gain (loss) on sales of affiliated investments
    -0-       (7,274,392 )
 
Swap contracts
    80,232       150,369,078  
 
Futures contracts
    (15,351,081 )     3,235,175  
 
Foreign currency transactions
    -0-       (78,923 )
 
Written options
    -0-       (2,340,738 )
 
Net realized gain
    411,639,873       124,608,587  
 
Unrealized appreciation (depreciation):
               
Beginning of the period
    585,509,667       (1,393,959,583 )
 
End of the period:
               
Investments
    (210,736,363 )     583,835,030  
 
Futures contracts
    (8,107,176 )     1,669,337  
 
Swap contracts
    -0-       5,300  
 
      (218,843,539 )     585,509,667  
 
Net unrealized appreciation (depreciation) during the period
    (804,353,206 )     1,979,469,250  
 
Net realized and unrealized gain (loss)
    (392,713,333 )     2,104,077,837  
 
Net increase (decrease) in net assets from operations
  $ (251,925,573 )   $ 2,337,742,317  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
23        Invesco Van Kampen Equity and Income Fund


Table of Contents

Statements of Changes in Net Assets
 
For the period January 1, 2010 through August 31, 2010 and the years ended December 31, 2009 and 2008
 
 
                         
    For the
  For the
  For the
    eight months ended
  year ended
  year ended
    August 31,
  December 31,
  December 31,
    2010   2009   2008
 
 
From investment activities:
 
               
Operations:
                       
Net investment income
  $ 140,787,760     $ 233,664,480     $ 397,313,444  
 
Net realized gain (loss)
    411,639,873       124,608,587       (1,232,625,977 )
 
Net unrealized appreciation (depreciation) during the period
    (804,353,206 )     1,979,469,250       (3,550,450,672 )
 
Change in net assets from operations
    (251,925,573 )     2,337,742,317       (4,385,763,205 )
 
 
Distributions from net investment income:
 
               
Class A
    (78,392,006 )     (169,870,784 )     (311,097,826 )
 
Class B
    (13,309,304 )     (34,279,040 )     (67,418,301 )
 
Class C
    (7,935,103 )     (18,888,668 )     (39,897,038 )
 
Class R
    (1,478,570 )     (2,837,918 )     (4,776,162 )
 
Class Y
    (5,662,982 )     (10,397,866 )     (12,268,513 )
 
Institutional Class
    (53 )     -0-       -0-  
 
      (106,778,018 )     (236,274,276 )     (435,457,840 )
 
 
Distributions from net realized gain:
 
               
Class A
    -0-       -0-       (9,737,846 )
 
Class B
    -0-       -0-       (2,204,383 )
 
Class C
    -0-       -0-       (1,736,510 )
 
Class R
    -0-       -0-       (154,420 )
 
Class Y
    -0-       -0-       (327,844 )
 
Institutional Class
    -0-       -0-       -0-  
 
      -0-       -0-       (14,161,003 )
 
Total distributions
    (106,778,018 )     (236,274,276 )     (449,618,843 )
 
Net change in net assets from investment activities
    (358,703,591 )     2,101,468,041       (4,835,382,048 )
 
 
From capital transactions:
 
               
Proceeds from shares sold
    1,129,565,763       1,465,117,527       2,256,739,415  
 
Net asset value of shares issued through dividend reinvestment
    98,637,404       217,024,419       410,686,331  
 
Cost of shares repurchased
    (2,234,360,492 )     (3,473,291,737 )     (5,308,254,206 )
 
Net change in net assets from capital transactions
    (1,006,157,325 )     (1,791,149,791 )     (2,640,828,460 )
 
Total increase (decrease) in net assets
    (1,364,860,916 )     310,318,250       (7,476,210,508 )
 
 
Net assets:
 
               
Beginning of the period
    12,065,089,862       11,754,771,612       19,230,982,120  
 
End of the period (including accumulated undistributed net investment income (loss) of $38,387,747, $(347,446) and $(26,087,660), respectively)
  $ 10,700,228,946     $ 12,065,089,862     $ 11,754,771,612  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
24        Invesco Van Kampen Equity and Income Fund


Table of Contents

Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A Shares
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 7.79     $ 6.45     $ 8.84     $ 9.12     $ 8.68     $ 8.62  
 
Net investment income
    0.10 (a)     0.15 (a)     0.20 (a)     0.22 (a)     0.20 (a)     0.17  
 
Net realized and unrealized gain (loss)
    (0.28 )     1.34       (2.36 )     0.08       0.86       0.49  
 
Total from investment operations
    (0.18 )     1.49       (2.16 )     0.30       1.06       0.66  
 
Less:
                                               
Distributions from net investment income
    0.08       0.15       0.22       0.22       0.20       0.18  
 
Distributions from net realized gain
    -0-       -0-       0.01       0.36       0.42       0.42  
 
Total distributions
    0.08       0.15       0.23       0.58       0.62       0.60  
 
Net asset value, end of the period
  $ 7.53     $ 7.79     $ 6.45     $ 8.84     $ 9.12     $ 8.68  
 
Total return
    (2.40 )%(b)     23.51 %(c)     (24.78 )%(c)     3.26 %(c)     12.53 %(c)     7.81 %(c)
 
Net assets at end of the period (in millions)
    $7,560.5       $8,395.7       $8,214.1       $13,332.5       $12,604.9       $10,376.7  
 
Ratio of expenses to average net assets
    0.78 %(d)     0.82 %     0.79 %     0.76 %     0.78 %     0.78 %
 
Ratio of net investment income to average net assets
    1.89 %(d)     2.15 %     2.59 %     2.32 %     2.29 %     1.98 %
 
Portfolio turnover(e)
    24 %     78 %     56 %     35 %     39 %     38 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $8,219,270.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
25        Invesco Van Kampen Equity and Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class B Shares
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 7.64     $ 6.33     $ 8.68     $ 8.97     $ 8.55     $ 8.49  
 
Net investment income
    0.09 (a)     0.14 (a)     0.20 (a)     0.17 (a)     0.13 (a)     0.11  
 
Net realized and unrealized gain (loss)
    (0.27 )     1.32       (2.32 )     0.08       0.84       0.49  
 
Total from investment operations
    (0.18 )     1.46       (2.12 )     0.25       0.97       0.60  
 
Less:
                                               
Distributions from net investment income
    0.07       0.15       0.22       0.18       0.13       0.12  
 
Distributions from net realized gain
    -0-       -0-       0.01       0.36       0.42       0.42  
 
Total distributions
    0.07       0.15       0.23       0.54       0.55       0.54  
 
Net asset value, end of the period
  $ 7.39     $ 7.64     $ 6.33     $ 8.68     $ 8.97     $ 8.55  
 
Total return
    (2.40 )%(b)(c)     23.48 %(d)(f)     (24.78 )%(d)(f)     2.71 %(d)(f)     11.66 %(d)     7.15 %(d)
 
Net assets at end of the period (in millions)
    $1,278.7       $1,594.1       $1,693.8       $2,978.3       $3,270.4       $3,222.1  
 
Ratio of expenses to average net assets
    0.91 %(c)(e)     0.82 %(f)     0.79 %(f)     1.25 %(f)     1.53 %     1.53 %
 
Ratio of net investment income to average net assets
    1.76 %(c)(e)     2.16 %(f)     2.59 %(f)     1.83 %(f)     1.54 %     1.22 %
 
Portfolio turnover(g)
    24 %     78 %     56 %     35 %     39 %     38 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of 0.38%.
(d) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $1,479,602.
(f) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of less than 1%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
                                                 
    Class C Shares
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 7.68     $ 6.36     $ 8.72     $ 9.01     $ 8.58     $ 8.52  
 
Net investment income
    0.06 (a)     0.09 (a)     0.14 (a)     0.14 (a)     0.14 (a)     0.11  
 
Net realized and unrealized gain (loss)
    (0.27 )     1.33       (2.32 )     0.08       0.84       0.49  
 
Total from investment operations
    (0.21 )     1.42       (2.18 )     0.22       0.98       0.60  
 
Less:
                                               
Distributions from net investment income
    0.05       0.10       0.17       0.15       0.13       0.12  
 
Distributions from net realized gain
    -0-       -0-       0.01       0.36       0.42       0.42  
 
Total distributions
    0.05       0.10       0.18       0.51       0.55       0.54  
 
Net asset value, end of the period
  $ 7.42     $ 7.68     $ 6.36     $ 8.72     $ 9.01     $ 8.58  
 
Total return
    (2.81 )%(b)(c)     22.63 %(d)(f)     (25.33 )%(d)(f)     2.41 %(d)     11.73 %(d)     7.12 %(d)
 
Net assets at end of the period (in millions)
    $1,211.1       $1,375.5       $1,340.4       $2,333.4       $2,267.4       $1,968.8  
 
Ratio of expenses to average net assets
    1.52 %(c)(e)     1.56 %(f)     1.50 %(f)     1.51 %     1.53 %     1.53 %
 
Ratio of net investment income to average net assets
    1.15 %(c)(e)     1.40 %(f)     1.88 %(f)     1.57 %     1.54 %     1.22 %
 
Portfolio turnover(g)
    24 %     78 %     56 %     35 %     39 %     38 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of 0.99%.
(d) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $1,334,831.
(f) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of less than 1%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
26        Invesco Van Kampen Equity and Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class R Shares
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 7.83     $ 6.48     $ 8.87     $ 9.16     $ 8.72     $ 8.65  
 
Net investment income
    0.09 (a)     0.13 (a)     0.18 (a)     0.19 (a)     0.18 (a)     0.15  
 
Net realized and unrealized gain (loss)
    (0.28 )     1.35       (2.36 )     0.08       0.86       0.50  
 
Total from investment operations
    (0.19 )     1.48       (2.18 )     0.27       1.04       0.65  
 
Less:
                                               
Distributions from net investment income
    0.07       0.13       0.20       0.20       0.18       0.16  
 
Distributions from net realized gain
    -0-       -0-       0.01       0.36       0.42       0.42  
 
Total distributions
    0.07       0.13       0.21       0.56       0.60       0.58  
 
Net asset value, end of the period
  $ 7.57     $ 7.83     $ 6.48     $ 8.87     $ 9.16     $ 8.72  
 
Total return
    (2.51 )%(b)     23.25 %(c)     (24.89 )%(c)     2.87 %(c)     12.20 %(c)     7.65 %(c)
 
Net assets at end of the period (in millions)
    $172.1       $169.7       $148.4       $192.9       $151.8       $101.8  
 
Ratio of expenses to average net assets
    1.03 %(d)     1.07 %     1.04 %     1.01 %     1.03 %     1.03 %
 
Ratio of net investment income to average net assets
    1.64 %(d)     1.88 %     2.35 %     2.07 %     2.04 %     1.73 %
 
Portfolio turnover(e)
    24 %     78 %     56 %     35 %     39 %     38 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. These returns include combined Rule 12b-1 fees and service fees of up to 0.50% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $178,333.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
                                                 
    Class Y Sharesˆ
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 7.79     $ 6.45     $ 8.84     $ 9.12     $ 8.69     $ 8.61  
 
Net investment income
    0.11 (a)     0.16 (a)     0.22 (a)     0.24 (a)     0.23 (a)     0.17  
 
Net realized and unrealized gain (loss)
    (0.28 )     1.35       (2.36 )     0.08       0.84       0.53  
 
Total from investment operations
    (0.17 )     1.51       (2.14 )     0.32       1.07       0.70  
 
Less:
                                               
Distributions from net investment income
    0.08       0.17       0.24       0.24       0.22       0.20  
 
Distributions from net realized gain
    -0-       -0-       0.01       0.36       0.42       0.42  
 
Total distributions
    0.08       0.17       0.25       0.60       0.64       0.62  
 
Net asset value, end of the period
  $ 7.54     $ 7.79     $ 6.45     $ 8.84     $ 9.12     $ 8.69  
 
Total return
    (2.15 )%(b)     23.82 %(c)     (24.60 )%(c)     3.52 %(c)     12.68 %(c)     8.33 %(c)
 
Net assets at end of the period (in millions)
    $414.2       $530.0       $358.1       $392.8       $154.7       $58.7   
 
Ratio of expenses to average net assets
    0.53 %(d)     0.57 %     0.54 %     0.51 %     0.53 %     0.55 %
 
Ratio of net investment income to average net assets
    2.15 %(d)     2.34 %     2.85 %     2.57 %     2.53 %     2.17 %
 
Portfolio turnover(e)
    24 %     78 %     56 %     35 %     39 %     38 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. This return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $512,136.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
ˆ On June 1, 2010, the Fund’s former Class I Shares were reorganized into Class Y Shares.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
 
         
    Institutional Class
    June 1, 2010
    (Commencement of
    operations) to
    August 31,
    2010
 
Net asset value, beginning of the period
  $ 7.59  
 
Net investment income(a)
    0.03  
 
Net realized and unrealized gain (loss)
    (0.04 )
 
Total from investment operations
    (0.01 )
 
Distributions from net investment income
    0.04  
 
Net asset value, end of the period
  $ 7.54  
 
Total return(b)
    (0.13 )%
 
Net assets at end of the period (in millions)
  $ 63.6  
 
Ratio of expenses to average net assets(c)
    0.45 %
 
Ratio of net investment income to average net assets(c)
    1.79 %
 
Portfolio turnover(d)
    24 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $44,050.
(d) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen Equity and Income Fund, is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from December 31 to August 31.
  Prior to June 1, 2010, the Fund operated as Van Kampen Equity and Income Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010 (The “Reorganization Date”) through the transfer of all its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C, Class R and Class I shares received Class A, Class B, Class C, Class R and Class Y shares, respectively, of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to seek the highest possible income consistent with safety of principal. Long-term growth of capital is an important secondary investment objective.
  The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the
 
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security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Swap agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are valued based on a model which may include end of day net present values, spreads, ratings, industry, and company performance.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Paydown gains and losses on mortgage and asset-backed securities are recorded as adjustments to interest income. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
 
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E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Securities Purchased on a When-Issued and Delayed Delivery Basis — The Fund may purchase and sell interests in Corporate Loans and Corporate Debt Securities and other portfolio securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Fund on such interests or securities in connection with such transactions prior to the date the Fund actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of acquiring such securities, they may sell such securities prior to the settlement date.
J. Swap Agreements — The Fund may enter into various swap transactions, including interest rate, total return, index, currency exchange rate and credit default swap contracts (“CDS”) for investment purposes or to manage interest rate, currency or credit risk.
    Interest rate, total return, index, and currency exchange rate swap agreements are two-party contracts entered into primarily to exchange the returns (or differentials in rates of returns) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or return of an underlying asset, in a particular foreign currency, or in a “basket” of securities representing a particular index.
    A CDS is an agreement between two parties (“Counterparties”) to exchange the credit risk of an issuer. A buyer of a CDS is said to buy protection by paying a fixed payment over the life of the agreement and in some situations an upfront payment to the seller of the CDS. If a defined credit event occurs (such as payment default or bankruptcy), the Fund as a protection buyer would cease paying its fixed payment, the Fund would deliver eligible bonds issued by the reference entity to the seller, and the seller would pay the full notional value, or the “par value”, of the referenced obligation to the Fund. A seller of a CDS is said to sell protection and thus would receive a fixed payment over the life of the agreement and an upfront payment, if applicable. If a credit event occurs, the Fund as a protection seller would cease to receive the fixed payment stream, the Fund would pay the buyer “par value” or the full notional value of the referenced obligation, and the Fund would receive the eligible bonds issued by the reference entity. In turn, these bonds may be sold in order to realize a recovery value. Alternatively, the seller of the CDS and its counterparty may agree to net the notional amount and the market value of the bonds and make a cash payment equal to the difference to the buyer of protection. If no credit event occurs, the Fund receives the fixed payment over the life of the agreement. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the CDS. In connection with these agreements, cash and securities may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default under the swap agreement or bankruptcy/insolvency of a party to the swap agreement.
    Implied credit spreads represent the current level at which protection could be bought or sold given the terms of the existing CDS contract and serve as an indicator of the current status of the payment/performance risk of the CDS. An implied spread that has widened or increased since entry into the initial contract may indicate a deteriorating credit profile and increased risk of default for the reference entity. A declining or narrowing spread may indicate an improving credit profile or decreased risk of default for the reference entity. Alternatively, credit spreads may increase or decrease reflecting the general tolerance for risk in the credit markets.
    Changes in the value of swap agreements are recognized as unrealized gains (losses) in the Statement of Operations by “marking to market” on a daily basis to reflect the value of the swap agreement at the end of each trading day. Payments received or paid at the beginning of the agreement are reflected as such on the Statement of Assets and Liabilities and may be referred to as upfront payments. The Fund accrues for the fixed payment stream and amortizes upfront payments, if any, on swap agreements on a daily basis with the net amount, recorded as a component of realized gain (loss) on the Statement of Operations. A liquidation payment received or made at the termination of a swap agreement is recorded as realized gain (loss) on the Statement of Operations. The Fund segregates liquid securities having a value at least equal to the amount of the potential obligation of a Fund under any swap transaction. The Fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the value of the
 
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contract. The risk may be mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to cover the Fund’s exposure to the counterparty. Entering into these agreements involves, to varying degrees, lack of liquidity and elements of credit, market, and counterparty risk in excess of amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that a swap is difficult to sell or liquidate; the counterparty does not honor its obligations under the agreement and unfavorable interest rates and market fluctuations.
K. Dollar Roll and Forward Commitment Transactions — The Fund may engage in dollar roll and forward commitment transactions with respect to mortgage-backed securities issued by GNMA, FNMA and FHLMC. These transactions are often conducted on a to be announced (“TBA”) basis. In a TBA mortgage-backed transaction, the seller does not specify the particular securities to be delivered. Rather, a Fund agrees to accept any security that meets specified terms, such as an agreed upon issuer, coupon rate and terms of the underlying mortgages. TBA mortgage-backed transactions generally settle once a month on a specific date.
    In a dollar roll transaction, the Fund sells a mortgage-backed security held in the Fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. The mortgage-backed securities to be purchased will bear the same coupon as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. Based on the typical structure of dollar roll transactions by the Fund, the dollar roll transactions are accounted for as financing transactions in which the Fund receives compensation as either a “fee” or a “drop”. “Fee” income which is agreed upon amongst the parties at the commencement of the dollar roll and the “drop” which is the difference between the selling price and the repurchase price of the mortgage-backed securities are amortized to income. During the period between the sale and purchase settlement dates, the Fund will not be entitled to receive interest and principal payments on securities purchased and not yet settled. Proceeds of the sale may be invested in short-term instruments, and the income from these investments, together with any additional fee income received on the sale, could generate income for the Fund exceeding the yield on the security sold. Dollar roll transactions are considered borrowings under the 1940 Act.
    Forward commitment transactions involve commitments by the Fund to acquire or sell TBA mortgage-backed securities from/to a financial institution, such as a bank or broker-dealer at a specified future date and amount. The TBA mortgage-backed security is marked to market until settlement and the unrealized appreciation or depreciation is recorded in the statement of operations.
    At the time the Fund enters into the dollar roll or forward commitment transaction, mortgage-backed securities or other liquid assets held by the Fund having a dollar value equal to the purchase price or in an amount sufficient to honor the forward commitment will be segregated.
    Dollar roll transactions involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities that the Fund has sold but is obligated to purchase under the agreement. In the event that the buyer of securities in a dollar roll transaction files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to purchase the securities. The return earned by the Fund with the proceeds of the dollar roll transaction may not exceed the return on the securities sold.
    Forward commitment transactions involve the risk that a counter-party to the transaction may fail to complete the transaction. If this occurs, the Fund may lose the opportunity to purchase or sell the security at the agreed upon price. Settlement dates of forward commitment transactions may be a month or more after entering into these transactions and as a result the market values of the securities may vary from the purchase or sale prices. Therefore, forward commitment transactions may increase the Fund’s overall interest rate exposure.
L. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
M. Call Options Written — The Fund may write call options. A call option gives the purchaser of such option the right to buy, and the writer (the Fund) the obligation to sell, the underlying security at the stated exercise price during the option period. Written call options are recorded as a liability in the Statement of Assets and Liabilities. The amount of the liability is subsequently valued to reflect the current market value of the option written. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. Realized gains and losses on these contracts are included in the Statement of Operations. A risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised.
 
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N. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
O. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $150 million
    0 .50%
 
Next $100 million
    0 .45%
 
Next $100 million
    0 .40%
 
Over $350 million
    0 .35%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $17,678,037 and $39,904,669 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets for the period January 1, 2010 to May 31, 2010 and for the year ended December 31, 2009, respectively.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization Date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 0.82%, 1.57%, 1.57%, 1.07%, 0.57% and 0.57% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the period ended August 31, 2010, the Adviser waived fees of $71,576.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $299,086 and $770,617 to VKII for the period January 1, 2010 to May 31, 2010 and the year ended December 31, 2009, respectively. For the period ended August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $4,245,770 for providing such services. Prior to the Reorganization, the Acquired Fund paid $2,482,997 and $5,797,296 to Van Kampen Investor Services Inc., which served as the Acquired
 
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Fund’s transfer agent, for the period January 1, 2010 to May 31, 2010 and for the year ended December 31, 2009. For the period ended August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares, Class C shares and Class R shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets, up to 1.00% each of Class B and Class C average daily net assets and up to 0.50% of Class R average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B, Class C and Class R shares. Pursuant to such agreements, the Acquired Fund paid $17,152,807 and $37,089,277 to VKFI for the period January 1, 2010 to May 31, 2010 and the year ended December 31, 2009, respectively.
  For the period ended August 31, 2010 and the year ended December 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $281,605 in front-end sales commissions from the sale of Class A shares and $2,505, $451,290 and $12,009 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period January 1, 2010 to May 31, 2010, VKFI retained $850,761 in front-end sales commissions from the sale of Class A shares and $839,804, for CDSC imposed on redemptions by shareholders. For the year ended December 31, 2009, VKFI retained $1,756,500 in front-end sales commissions from the sale of Class A shares and $2,436,500, for CDSC imposed on redemptions by shareholders.
  The Acquired Fund paid brokerage commissions to Morgan Stanley & Co., Inc., an affiliate of Van Kampen, totaling $0 and $338,204 for the period January 1, 2010 to May 31, 2010 and the year ended December 31, 2009, respectively.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
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NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Interest rate risk
               
Futures contracts(a)
  $ 186,785     $ (8,293,961 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the year ended August 31, 2010
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
                 
    Location of Gain (Loss) on
    Statement of Operations
    Futures*   Swap Agreements*
 
Realized Gain (Loss)
               
Credit risk
  $ -0-     $ 80,232  
 
Interest rate risk
    (15,351,081 )     -0-  
 
Total
  $ (15,351,081 )   $ 80,232  
 
Change in Unrealized Appreciation (Depreciation)
               
Credit risk
  $ -0-     $ (5,300 )
 
Interest rate risk
    (9,776,513 )     -0-  
 
Total
  $ (9,776,513 )   $ (5,300 )
 
The average value of futures and swap agreements outstanding during the period was $632,803,551, and $963,000, respectively.
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. For the period January 1, 2010 to May 31, 2010, the Acquired Fund recognized expenses of $161,427 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund. For the year ended December 31, 2009, the Acquired Fund recognized expenses of $485,300 representing legal services provided by Skadden.
 
NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
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NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Eight Months Ended August 31, 2010 and the Years Ended December 31, 2009 and 2008:
 
                         
    August 31, 2010   December 31, 2009   December 31, 2008
 
Ordinary income
  $ 106,778,018     $ 236,274,276     $ 435,457,840  
 
Long-term capital gain
    -0-       -0-       14,161,003  
 
Total distributions
  $ 106,778,018     $ 236,274,276     $ 449,618,843  
 
 
Tax Components of Net Assets at Period-End:
 
         
    August 31, 2010
 
Undistributed ordinary income
  $ 48,938,655  
 
Net unrealized appreciation (depreciation) — investments
    (225,802,461 )
 
Capital loss carryforward
    (790,671,468 )
 
Shares of beneficial interest
    11,667,764,220  
 
Total net assets
  $ 10,700,228,946  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $396,662,056 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
08/31/2016
  $ 352,132,679  
 
08/31/2017
    438,538,789  
 
Total capital loss carryforward
  $ 790,671,468  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund from January 1, 2010 to August 31, 2010 was $2,408,045,187 and $3,041,524,617, respectively. During the same period, purchases and sales of U.S. Treasury obligations were $317,187,820 and $620,377,013. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 530,952,773  
 
Aggregate unrealized (depreciation) of investment securities
    (756,755,234 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (225,802,461 )
 
Cost of investments for tax purposes is $10,907,713,983.
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, accumulated undistributed net investment income (loss) was increased by $4,725,451, accumulated net realized gain (loss) was decreased by $2,983,612 and shares of beneficial interest decreased by $1,741,839. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 10—Share Information
 
 
                                                 
    For the
  For the
  For the
    eight months ended
  year ended
  year ended
    August 31, 2010(a)   December 31, 2009   December 31, 2008
    Shares   Value   Shares   Value   Shares   Value
 
Sales:
                                               
Class A
    98,417,827(b )   $ 775,393,804(b )     152,455,661     $ 1,019,540,444       209,752,460     $ 1,632,378,217  
 
Class B
    9,862,974       76,560,048       17,040,669       112,317,617       20,444,876       156,684,986  
 
Class C
    8,006,841       62,607,051       14,723,990       97,030,036       22,766,621       174,710,806  
 
Class R
    5,995,073       47,243,796       7,528,313       50,828,631       11,383,764       90,560,554  
 
Class Y
    13,491,946       104,059,515       27,440,102       185,400,799       26,999,012       202,404,852  
 
Institutional Class
    8,655,060       63,701,549       -0-       -0-       -0-       -0-  
 
Total Sales
    144,429,721     $ 1,129,565,763       219,188,735     $ 1,465,117,527       291,346,733     $ 2,256,739,415  
 
Dividend reinvestment:
                                               
Class A
    9,608,352     $ 74,626,926       24,446,316     $ 161,015,444       40,048,573     $ 302,283,375  
 
Class B
    1,636,496       12,524,790       4,987,667       32,122,352       8,744,988       64,763,050  
 
Class C
    870,817       6,684,401       2,469,812       15,782,993       4,593,803       34,171,381  
 
Class R
    160,236       1,249,945       346,588       2,295,727       519,488       3,913,802  
 
Class Y
    459,192       3,551,289       864,221       5,807,903       743,947       5,554,723  
 
Institutional Class
    7       53       -0-       -0-       -0-       -0-  
 
Total Dividend Reinvestment
    12,735,100     $ 98,637,404       33,114,604     $ 217,024,419       54,650,799     $ 410,686,331  
 
Repurchases:
                                               
Class A
    (182,005,149 )   $ (1,429,879,461 )     (373,158,614 )   $ (2,461,244,129 )     (485,002,634 )   $ (3,687,403,278 )
 
Class B
    (46,975,980 )(b)     (363,246,164 )(b)     (81,100,246 )     (528,724,358 )     (104,834,921 )     (783,122,460 )
 
Class C
    (24,667,895 )     (191,292,984 )     (48,861,338 )     (317,406,185 )     (84,462,156 )     (633,567,762 )
 
Class R
    (5,083,175 )     (40,217,738 )     (9,103,508 )     (60,374,499 )     (10,732,968 )     (82,103,959 )
 
Class Y
    (27,008,434 )     (208,035,130 )     (15,826,484 )     (105,542,566 )     (16,669,258 )     (122,056,747 )
 
Institutional Class
    (218,529 )     (1,689,015 )     -0-       -0-       -0-       -0-  
 
Total Repurchases
    (285,959,162 )   $ (2,234,360,492 )     (528,050,190 )   $ (3,473,291,737 )     (701,701,937 )   $ (5,308,254,206 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 35% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. In addition, 0.6% of the outstanding shares of the Fund are owned by Invesco or an investment advisor under common control with Invesco.
(b) Includes automatic conversion of 13,997,523 Class B shares into 13,730,129 Class A shares at a value of $107,228,226.
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 11—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen Equity and Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen Equity and Income Fund (formerly known as Van Kampen Equity and Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended December 31, 2009 and prior were audited by other independent auditors whose report dated February 19, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account values and expenses of the Institutional Class shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010, through August 31, 2010. The actual ending account value and expenses of the Institutional Class shares in the example below are based on an investment of $1,000 invested as of close of business June 1, 2010 (commencement date) and held through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business June 1, 2010 through August 31, 2010 for the Institutional Class shares). Because the actual ending account value and expense information in the example is not based upon a six month period for the Institutional Class shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period3     Ratio4
A
    $ 1,000.00       $ 967.29       $ 3.82       $ 1,021.32       $ 3.92         0.77 %
                                                             
B
      1,000.00         967.18         4.71         1,020.42         4.84         0.95  
                                                             
C
      1,000.00         963.17         7.47         1,017.59         7.68         1.51  
                                                             
R
      1,000.00         966.26         5.06         1,020.06         5.19         1.02  
                                                             
Y
      1,000.00         968.56         2.58         1,022.58         2.65         0.52  
                                                             
Institutional
      1,000.00         998.74         1.12         1,022.94         2.29         0.45  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010, through August 31, 2010 (as of close of business June 1, 2010 through August 31, 2010 for the Institutional Class shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year. For the Institutional Class shares actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 91 (as of close of business June 1, 2010 through August 31, 2010)/365. Because the Institutional Class shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.
3  Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in the Institutional Class shares of the Fund and other funds because such data is based on a full six month period.
4  The expense ratios for Class B and C Shares reflect actual 12b-1 fees of less than 1%.
 
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Approval of Investment Advisory and Sub-Advisory Agreements With Invesco Advisers, Inc. And Its Affiliates
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen Equity and Income Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco
 
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Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    78.62%  
Corporate Dividends Received Deduction*
    62.84%  
U.S. Treasury Obligations*
    5.34%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  VK-EQI-AR-1   Invesco Distributors, Inc.

 


 


(GRAPHIC)
 

 
 
Annual Report to Shareholders                                          August 31, 2010
 
Invesco Van Kampen Equity Premium
Income Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
15
  Financial Highlights
19
  Notes to Financial Statements
26
  Auditor’s Report
27
  Fund Expenses
28
  Approval of Investment Advisory and Sub-Advisory Agreements
30
  Tax Information
31
  Results of Proxy
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders

(PHOTO OF  PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Van Kampen Equity Premium Income Fund


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(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Van Kampen Equity Premium Income Fund


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Management’s Discussion of Fund Performance

 
Performance summary
As part of Invesco’s June 1, 2010, acquisition of Morgan Stanley’s retail asset management business, Van Kampen Equity Premium Income Fund was reorganized into Invesco Van Kampen Equity Premium Income Fund. Effective June 25, 2010, Anthony Shufflebotham, Glen Murphy, Ralph Coutant, Lawson McWhorter and Anne Unflat managed the Fund. A listing of your Fund’s managers appears later in this report.
     For the fiscal year ended August 31, 2010, Class A shares of Invesco Van Kampen Equity Premium Income Fund, at net asset value (NAV), lagged the CBOE S&P 500 BuyWrite Index and the Custom Invesco Van Kampen Equity Premium Income Index (75% CBOE S&P 500 BuyWrite Index/25% S&P 500 Index), but outperformed the broad-based S&P 500 Index. The Fund seeks current income with a secondary investment objective of long-term capital appreciation.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    5.26 %
 
Class B Shares
    4.40  
 
Class C Shares
    4.40  
 
Class Y Shares
    5.37  
 
S&P 500 Index (Broad Market Index)
    4.93  
 
Custom Invesco Van Kampen Equity Premium Income Index§ (Style-Specific Index)
    5.99  
 
CBOE S&P 500 BuyWrite Indexs (Style-Specific Index)
    6.28  
 
Lipper Inc.; § Invesco, Lipper Inc.; s Bloomberg

 
How we invest
We manage your Fund to provide exposure to large-cap core equity stocks using both an options portfolio and an underlying stock portfolio. The underlying stock portfolio strives to outperform the S&P 500 Index while potentially minimizing the amount of additional risk relative to the index. The Fund may be used as a long-term allocation to large cap stocks that complements other style-specific strategies within a diversified asset allocation strategy.
     Our investment process integrates the following key steps:
n Universe development
n Stock rankings
n Risk assessment
n Portfolio construction
n Trading
     While the companies included in the S&P 500 Index are used as a general guide for developing the Fund’s investable universe, non-benchmark stocks may also be considered. Each stock in the universe is evaluated on four factors: company earnings momentum, price trend, management action and relative valuation. The scores from these four factors are combined to arrive at an overall alpha score (excess return forecast) for each stock. Each alpha score is relative to the other securities within the same industry. Stocks are also evaluated on a multitude of other factors to develop a stock-specific risk forecast and transaction cost forecast.


     We then incorporate the alpha forecast, risk forecast and transaction cost forecast using an optimizer (a software tool) to build a portfolio that we believe is an optimal balance of the stocks’ potential risk and return. This portfolio is constructed according to certain constraints to increase the probability that the Fund’s relative performance and volatility remain within strategy guidelines. We continually monitor the portfolio and the overall investment process is repeated on a monthly basis to determine which companies should be bought or sold.
     In terms of risk management, we seek to minimize any style biases in the portfolio. Active managers typically add value in one of, or a combination of, four areas: beta bias (relative volatility), style bias, stock selection and sector/industry over- and underweight. We attempt to add value through our stock selection decisions. Consequently, our risk management process seeks to neutralize the Fund’s exposure relative to the benchmark with regard to beta, style and sector/industry exposures.
      For the options portfolio, the Fund writes CBOE S&P 500 call options. This type of investment is a derivative instrument since the price is derived from one or more underlying assets. The derivative itself is a contract between two or more parties. The call that is sold (or written) will have approximately one month remaining to expiration, with an exercise price just above the prevailing index level (i.e., slightly out of the money). The premium collected from the sale of the call is added to the portfolio’s total value. The call is held until its expiration, at which time a new one-month, near-the-money call is written. The expired option, if exercised, is settled in cash. Near the money is the relationship between an


 
Portfolio Composition
By sector
         
Information Technology
    20.1 %
 
Consumer Discretionary
    15.8  
 
Financials
    13.3  
 
Health Care
    12.7  
 
Energy
    12.4  
 
Consumer Staples
    8.6  
 
Telecommunication Services
    5.2  
 
Materials
    4.5  
 
Industrials
    2.7  
 
Utilities
    1.6  
 
Money Market Funds Plus Liabilities in Excess of Other Assets
    3.1  
 
Top 10 Equity Holdings*
                 
 
 
  1.    
Exxon Mobil Corp.
    4.8 %
 
  2.    
Procter & Gamble Co.
    3.8  
 
  3.    
Microsoft Corp.
    3.8  
 
  4.    
AT&T, Inc.
    3.7  
 
  5.    
International Business Machines Corp.
    3.6  
 
  6.    
Chevron Corp.
    3.0  
 
  7.    
Apple, Inc.
    2.9  
 
  8.    
Wal-Mart Stores, Inc.
    2.6  
 
  9.    
American Express Co.
    2.4  
 
  10.    
Hewlett-Packard Co.
    2.4  
 
Total Net Assets   $158.8 million
     
Total Number of Holdings*   76
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Van Kampen Equity Premium Income Fund


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option’s strike price and the value of the underlying instrument, where the strike price is near the underlying instrument’s current market price.
Market conditions and your Fund
At the start of the fiscal year covered by this report, investors were optimistic about the prospect of an improving economy given accommodative monetary policy, fiscal stimulus and improving strength in the manufacturing sector. Optimism turned to pessimism when there was little good news to counter the seeds of economic troubles planted in the first quarter, which were already weighing heavily on the market. In the U.S., waning consumer confidence, a worsening employment outlook and continued pressures in the financial sector con-firmed that economic growth was stalling. Internationally, concerns arose from news of slowing economic growth in China and ongoing concerns about debt burdens in the southern eurozone, despite support from their northern peers. With little positive news to support the market, steady gains became steep losses.
     At the beginning of the 12-month period covered by this report, riskier assets outperformed securities considered safe havens, such as U.S. Treasury securities. This trend continued through the middle of April 2010. However, renewed credit problems overseas and the market correction that occurred in May and continued into August created a more uncertain environment — prompting investors to favor potential safety over risk. Although recent market volatility created challenges, it also created some investment opportunities as companies with positive fundamentals became more attractively valued.
     All sectors of the market posted positive performance, aside from financials, for the reporting period as equity markets rallied through the first quarter of 2010 and in July 2010.1 All investment styles posted positive returns, with mid-cap stocks outperforming large-cap stocks and growth stocks outpacing value stocks for the period.1
     The Fund’s performance during the period relative to the Custom Invesco Van Kampen Equity Premium Income Index was attributable to both the options portfolio and the underlying stock portfolio. During the fiscal year, the Fund wrote CBOE S&P 500 call options.
     On a sector basis, consumer staples, consumer discretionary, energy, health care and industrials contributed positively to the Fund’s absolute return for the fiscal
year. Stock selection within the health care and energy sectors were primary contributors. Detractors from overall positive Fund performance included stocks in the financials and information technology (IT) sectors.
     From an individual stock perspective, AT&T was a top contributor from the telecommunication services sector, and both Merck and Express Scripts contributed positively to the Fund’s relative and absolute performance from the health care sector.
     Detractors from Fund performance included Bank of America, from the financials sector, and SanDisk and Micron Technology from the IT sector.
     For the fiscal year ended August 31, 2010, a portion of the Fund’s total distributions was characterized as a return of capital for federal income tax purposes. A return of capital occurs when the aggregate amount of the Fund’s distributions exceed the Fund’s aggregate earnings and profits during its fiscal year. It is determined at the end of the fiscal year whether all or a portion of the Fund’s distributions should be characterized as a return of capital. When a return of capital occurs, some of the money an investor invested in the Fund is returned to the investor. Such return of capital distributions may decrease the Fund’s assets and may increase the Fund’s expense ratios.
     While the global economy appeared more stable entering 2010 than it did the prior year, forecasting the future direction of the economy remains extremely challenging. The bursting of the U.S. housing bubble, rising unemployment and increasing taxation may likely impede future economic growth, while massive fiscal and monetary stimulus may promote economic growth.
     In a world of moderate but positive economic growth, low inflation and prolonged government liquidity support, we believe the potential for equities may exist. Further, valuations remain reasonable by historical standards, especially after the pullback during the second quarter of 2010.
     We welcome new investors who joined the Fund during the fiscal year and would like to thank all of our shareholders for their investment in Invesco Van Kampen Equity Premium Income Fund.
1   Lipper Inc.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
Ralph Coutant
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity Premium Income Fund. Mr. Coutant joined Invesco in 1999. He earned a B.S. in business administration from the University of New Hampshire.
Glen Murphy
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity Premium Income Fund. Mr. Murphy joined Invesco in 1995. He earned a B.A. in business administration from the University of Massachusetts at Amherst and an M.S. in finance from Boston College.
Lawson McWhorter
Portfolio manager, is manager of Invesco Van Kampen Equity Premium Income Fund. Mr. McWhorter joined Invesco in 2005. He began his investment career in 1994. Mr. McWhorter earned a B.A. with cum laude honors from Davidson College. He is a Chartered Market Technician.
Anthony Shufflebotham
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Equity Premium Income Fund. Mr. Shufflebotham joined Invesco in 1998. He earned a B.S. in economics, accounting and finance from Oxford Brookes University and an M.S. in finance from Boston College.
Anne Unflat
Portfolio manager, is manager of Invesco Van Kampen Equity Premium Income Fund. Ms. Unflat began her investment career in 1988. She graduated magna cum laude from Queens College with a B.A. in economics. She earned her M.B.A. in finance from St. John’s University.


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Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund data from 6/26/06, index data from 6/30/06
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index
results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
      


6   Invesco Van Kampen Equity Premium Income Fund


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Average Annual Total Returns
As of 8/31/10, including maximum applicable
sales charges
             
Class A Shares
 
Inception (6/26/06)     -2.56 %
 
 1
  Year     -0.56  
 
 
Class B Shares
 
Inception (6/26/06)     -2.35 %
 
 1
  Year     -0.59  
 
 
Class C Shares
 
Inception (6/26/06)     -1.97 %
 
 1
  Year     3.40  
 
 
Class Y Shares
 
Inception (6/26/06)     -1.04 %
 
 1
  Year     5.37  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco Van Kampen Equity Premium Income Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Van Kampen Equity Premium Income Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.24%, 1.99%, 1 .99% and 0.99%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
             
Class A Shares
 
Inception (6/26/06)     -3.55 %
 
 1
  Year     6.23  
 
 
Class B Shares
 
Inception (6/26/06)     -3.27 %
 
 1
  Year     6.66  
 
 
Class C Shares
 
Inception (6/26/06)     -2.88 %
 
 1
  Year     10.66  
 
 
Class Y Shares
 
Inception (6/26/06)     -1.95 %
 
 1
  Year     12.82  
prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.39%, 2.14%, 2.14% and 1.14%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


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Invesco Van Kampen Equity Premium Income Fund’s investment objective is to seek current income and its secondary investment objective is to seek long-term capital appreciation.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
n   During periods in which the equity markets are generally unchanged or falling, a diversified equity portfolio such as that held by the Fund which utilizes a covered call option writing strategy may outperform the same portfolio without a covered call option writing strategy because of the additional premiums received from writing covered call options. Similarly, in a modestly rising market, the Fund may also outperform the same portfolio without a covered call option writing strategy. However, in sharply rising markets, the Fund is expected to underperform the
    same portfolio that does not employ a covered call option writing strategy. This underperformance in a sharply rising market could be significant. The Fund’s covered call option writing strategy may not fully protect it against declines in the value of the market.
 
n   In adverse or volatile market conditions, a portion or all of the Fund’s monthly distributions may constitute a return of part of your original investment or a return of capital. The adviser believes, given current and past market conditions, that there is a strong likelihood that substantially all, if not all, of the distributions for the fiscal year ended August 31, 2010, may be characterized as a return of capital. Such return of capital distributions will decrease the Fund’s assets and may increase the Fund’s expense ratio.
 
n   Shares of exchange-traded funds (ETFs) have many of the same risks as direct investments in common stocks or bonds. In addition, certain ETFs involve leverage which may magnify the gains or losses realized from their underlying investments.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
n   The Custom Invesco Van Kampen Equity Premium Index is an unmanaged index created by Invesco to serve as a benchmark for Invesco Van Kampen Equity Premium Income Fund, and is composed of the following indexes: S&P 500 Index (25%) and CBOE BXM Index (75%).
n   The CBOE S&P 500 BuyWrite Index is an unmanaged index designed to show the hypothetical performance of a portfolio that engages in a buy-write strategy using S&P 500 Index call options.
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charter-holder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   VEPAX
Class B Shares   VEPBX
Class C Shares   VEPCX
Class Y Shares   VEPIX


8   Invesco Van Kampen Equity Premium Income Fund


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–97.9%
 
       
 
Airlines–0.4%
 
       
Delta Air Lines, Inc.(a)
    57,000     $ 596,220  
 
 
Apparel, Accessories & Luxury Goods–0.5%
 
       
Jones Apparel Group, Inc.
    56,100       862,818  
 
 
Apparel Retail–1.4%
 
       
Gap, Inc.
    129,700       2,190,633  
 
 
Auto Parts & Equipment–0.1%
 
       
Magna International, Inc. (Canada)
    2,500       194,425  
 
 
Automobile Manufacturers–2.3%
 
       
Ford Motor Co.(a)
    324,700       3,665,863  
 
 
Biotechnology–2.4%
 
       
Amgen, Inc.(a)
    74,100       3,782,064  
 
 
Broadcasting & Cable TV–0.1%
 
       
Comcast Corp.
    11,700       200,304  
 
 
Casinos & Gaming–0.3%
 
       
Las Vegas Sands Corp.(a)
    16,200       458,946  
 
 
Communications Equipment–0.2%
 
       
Tellabs, Inc.
    41,900       297,490  
 
 
Computer Hardware–9.1%
 
       
Apple, Inc.(a)
    19,050       4,636,199  
 
Dell, Inc.(a)
    30,100       354,277  
 
Hewlett-Packard Co.
    99,100       3,813,368  
 
IBM Corp.
    46,200       5,693,226  
 
              14,497,070  
 
 
Computer Storage & Peripherals–3.4%
 
       
Lexmark International, Inc.(a)
    61,700       2,158,883  
 
SanDisk Corp.(a)
    71,300       2,370,012  
 
Seagate Technology PLC (Ireland)(a)
    89,700       908,661  
 
              5,437,556  
 
 
Construction & Farm Machinery & Heavy Trucks–1.0%
 
       
Joy Global, Inc.
    6,200       351,788  
 
Oshkosh Corp.(a)
    49,100       1,221,608  
 
              1,573,396  
 
 
Consumer Finance–4.1%
 
       
American Express Co.
    95,900       3,823,533  
 
Capital One Financial Corp.
    69,600       2,635,056  
 
              6,458,589  
 
 
Data Processing & Outsourced Services–0.5%
 
       
Visa, Inc., Class A
    12,600       869,148  
 
 
Department Stores–2.0%
 
       
Macy’s, Inc.
    162,700       3,162,888  
 
 
Diversified Banks–1.2%
 
       
Wells Fargo & Co.
    84,300       1,985,265  
 
 
Diversified Metals & Mining–2.7%
 
       
Freeport-McMoRan Copper & Gold, Inc.
    26,800       1,929,064  
 
Titanium Metals Corp.(a)
    126,900       2,299,428  
 
              4,228,492  
 
 
Education Services–0.4%
 
       
Career Education Corp.(a)
    36,600       641,598  
 
 
Electronic Manufacturing Services–0.6%
 
       
Flextronics International Ltd. (Singapore)(a)
    208,600       1,028,398  
 
 
Footwear–0.6%
 
       
Crocs, Inc.(a)
    71,300       891,250  
 
 
General Merchandise Stores–0.5%
 
       
Target Corp.
    15,700       803,212  
 
 
Health Care Distributors–0.1%
 
       
Cardinal Health, Inc.
    6,500       194,740  
 
 
Home Improvement Retail–1.0%
 
       
Home Depot, Inc.
    54,500       1,515,645  
 
 
Homebuilding–3.1%
 
       
D.R. Horton, Inc.
    271,900       2,789,694  
 
Lennar Corp.
    159,700       2,103,249  
 
              4,892,943  
 
 
Household Products–3.8%
 
       
Procter & Gamble Co.
    101,300       6,044,571  
 
 
Hypermarkets & Super Centers–2.5%
 
       
Wal-Mart Stores, Inc.
    80,900       4,056,326  
 
 
Independent Power Producers & Energy Traders–1.6%
 
       
Constellation Energy Group, Inc.
    85,000       2,493,050  
 
 
Industrial Conglomerates–0.7%
 
       
General Electric Co.
    76,000       1,100,480  
 
 
Industrial Machinery–0.7%
 
       
Illinois Tool Works, Inc.
    11,800       486,868  
 
Ingersoll-Rand PLC (Ireland)
    2,600       84,578  
 
Parker Hannifin Corp.
    8,400       496,944  
 
                 
              1,068,390  
 
 
Integrated Oil & Gas–10.7%
 
       
Chevron Corp.
    63,400       4,701,744  
 
ConocoPhillips
    49,200       2,579,556  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Integrated Oil & Gas–(continued)
 
       
                 
Exxon Mobil Corp.
    129,500     $ 7,661,220  
 
Occidental Petroleum Corp.
    28,500       2,082,780  
 
              17,025,300  
 
 
Integrated Telecommunication Services–4.7%
 
       
AT&T, Inc.
    218,200       5,897,946  
 
Verizon Communications, Inc.
    51,100       1,507,961  
 
              7,405,907  
 
 
Internet Software & Services–0.2%
 
       
Akamai Technologies, Inc.(a)
    1,900       87,533  
 
AOL, Inc.(a)
    11,400       253,308  
 
              340,841  
 
 
Life & Health Insurance–2.7%
 
       
Aflac, Inc.
    30,600       1,445,850  
 
Prudential Financial, Inc.
    55,100       2,786,407  
 
              4,232,257  
 
 
Managed Health Care–4.0%
 
       
Humana, Inc.(a)
    52,100       2,489,859  
 
UnitedHealth Group, Inc.
    119,600       3,793,712  
 
              6,283,571  
 
 
Movies & Entertainment–2.0%
 
       
Time Warner, Inc.
    107,600       3,225,848  
 
 
Multi-Line Insurance–0.4%
 
       
Assurant, Inc.
    19,100       698,296  
 
 
Oil & Gas Equipment & Services–1.8%
 
       
National Oilwell Varco, Inc.
    75,700       2,845,563  
 
 
Other Diversified Financial Services–0.1%
 
       
JPMorgan Chase & Co.
    3,400       123,624  
 
 
Packaged Foods & Meats–0.1%
 
       
Tyson Foods, Inc.,
    13,600       222,768  
 
 
Paper Products–1.8%
 
       
International Paper Co.
    128,200       2,622,972  
 
MeadWestvaco Corp.
    13,500       293,760  
 
              2,916,732  
 
 
Pharmaceuticals–6.4%
 
       
Bristol-Myers Squibb Co.
    12,500       326,000  
 
Eli Lilly & Co.
    102,000       3,423,120  
 
Forest Laboratories, Inc.(a)
    18,700       510,323  
 
Johnson & Johnson
    56,200       3,204,524  
 
Pfizer, Inc.
    170,100       2,709,693  
 
              10,173,660  
 
 
Property & Casualty Insurance–4.2%
 
       
Berkshire Hathaway, Inc., Class B(a)
    27,400       2,158,572  
 
Travelers Cos., Inc.
    43,400       2,125,732  
 
XL Group PLC (Ireland)
    134,100       2,401,731  
 
              6,686,035  
 
 
Publishing–1.7%
 
       
Gannett Co., Inc.
    202,000       2,442,180  
 
McGraw-Hill Cos., Inc.
    8,100       223,965  
 
                 
              2,666,145  
 
 
Regional Banks–0.8%
 
       
Fifth Third Bancorp
    61,300       677,365  
 
PNC Financial Services Group, Inc.
    10,400       529,984  
 
              1,207,349  
 
 
Semiconductors–2.4%
 
       
Intel Corp.
    87,600       1,552,272  
 
Micron Technology, Inc.(a)
    349,600       2,260,164  
 
              3,812,436  
 
 
Systems Software–3.8%
 
       
Microsoft Corp.
    257,100       6,036,708  
 
 
Tobacco–2.2%
 
       
Philip Morris International, Inc.
    66,600       3,425,904  
 
 
Wireless Telecommunication Services–0.6%
 
       
Sprint Nextel Corp.(a)
    244,600       997,968  
 
Total Long-Term Investments(b)–97.9% (Cost $172,983,707)
            155,518,682
 
 
 
 
Money Market Funds–3.2%
 
       
Liquid Assets Portfolio–Institutional Class(c)
    2,508,735       2,508,735  
 
Premier Portfolio–Institutional Class(c)
    2,508,735       2,508,735  
 
Total Money Market Funds 3.2% (Cost $5,017,470)
            5,017,470  
 
Total Investments–101.1%
               
(Cost $178,001,177)
            160,536,152  
 
Liabilities in Excess of Other Assets–(0.4%)
            (601,553 )
 
Written Options–(0.7%)
            (1,122,590 )
 
Net Assets–100.0%
          $ 158,812,009  
 
 
Percentages are calculated as a percentage of net assets.
 
(a) Non-income producing security.
(b) The Fund may designate up to 100% of its common stock investments to cover outstanding call options.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Futures contracts outstanding as of August 31, 2010:
        Unrealized
    Number of
  Appreciation/
Long Contracts:   Contracts   Depreciation
 
S&P 500 E-Mini Index, September 2010 (Current Notional Value of $52,415 per contract)
    42     $ (48,279 )
 
 
                                         
Written options outstanding as of August 31, 2010:
    Exercise
  Expiration
  Number of
       
Name of Issuer   Price   Date   Contracts   Premium   Value
 
Call — S&P 500 Index, September 2010
  $ 1,070.00       09/18/10       1,106     $ 2,675,675     $ (1,122,590 )
 
 
Fair Value Measurements
 
  Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further information regarding fair value measurements.)
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value.
 
                                 
    Level 1   Level 2   Level 3    
        Other Significant
  Significant
   
    Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Investments in an Asset Position
                               
Equity Securities
  $ 160,536,152     $     $     $ 160,536,152  
 
Investments in a Liability Position
                               
Written Options
  $ (1,122,590 )   $     $     $ (1,122,590 )
 
Futures
    (48,279 )                 (48,279 )
 
Total Investments in a Liability Position
  $ (1,170,869 )   $     $     $ (1,170,869 )
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $172,983,707)
  $ 155,518,682  
 
Investments in affiliated money market, at value and cost
    5,017,470  
 
Cash
    473  
 
Receivables:
       
Dividends
    489,331  
 
Fund shares sold
    58,841  
 
Variation margin on futures
    7,748  
 
Other
    754  
 
Total assets
    161,093,299  
 
 
Liabilities:
 
Payables:
       
Options written, at value (premiums received of $2,675,675 )
    1,122,590  
 
Fund shares repurchased
    855,331  
 
Distributor and affiliates
    127,125  
 
Accrued expenses
    176,244  
 
Total liabilities
    2,281,290  
 
Net assets
  $ 158,812,009  
 
 
Net assets consist of:
 
Capital (par value of $0.01 per share with an unlimited number of shares authorized)
  $ 322,787,747  
 
Accumulated undistributed net investment income (loss)
    (22,213 )
 
Net unrealized appreciation (depreciation)
    (15,960,219 )
 
Accumulated net realized gain (loss)
    (147,993,306 )
 
Net assets
  $ 158,812,009  
 
 
Maximum offering price per share:
 
Class A Shares:
       
Net asset value and redemption price per share (based on net assets of $82,313,976 and 11,230,560 shares of beneficial interest issued and outstanding)
  $ 7.33  
 
Maximum sales charge (5.50% of offering price)
    0.43  
 
Maximum offering price to public
  $ 7.76  
 
Class B Shares:
       
Net asset value and offering price per share (based on net assets of $14,460,194 and 2,000,289 shares of beneficial interest issued and outstanding)
  $ 7.23  
 
Class C Shares:
       
Net asset value and offering price per share (based on net assets of $59,031,470 and 8,164,921 shares of beneficial interest issued and outstanding)
  $ 7.23  
 
Class Y Shares:
       
Net asset value and offering price per share (based on net assets of $3,006,369 and 409,412 shares of beneficial interest issued and outstanding)
  $ 7.34  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends (net of foreign withholding taxes of $113)
  $ 3,755,069  
 
Dividends from affiliated money market funds
    1,082  
 
Interest
    341  
 
Total income
    3,756,492  
 
 
Expenses:
 
Investment advisory fee
    1,350,152  
 
Distribution fees
       
Class A
    253,450  
 
Class B
    168,847  
 
Class C
    718,053  
 
Transfer agent fees
    168,406  
 
Reports to shareholders
    76,998  
 
Administrative services fees
    69,696  
 
Professional fees
    55,940  
 
Registration fees
    51,786  
 
Custody
    25,681  
 
Trustees’ and officers’ fees and benefits
    2,730  
 
Other
    24,272  
 
Total expenses
    2,966,011  
 
Expense reduction
    879  
 
Net expenses
    2,965,132  
 
Net investment income
    791,360  
 
 
Realized and unrealized gain (loss):
 
Realized gain (loss):
       
Investments
    (104,382,824 )
 
Options
    2,639,374  
 
Futures
    348,887  
 
Net realized loss
    (101,394,563 )
 
 
Unrealized appreciation (depreciation):
 
Beginning of the period
    (128,426,220 )
 
End of the period:
       
Investments
    (17,465,025 )
 
Options
    1,553,085  
 
Futures
    (48,279 )
 
      (15,960,219 )
 
Net unrealized appreciation during the period
    112,466,001  
 
Net realized and unrealized gain
    11,071,438  
 
Net increase in net assets from operations
  $ 11,862,798  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
 
                 
    For the
  For the
    year ended
  year ended
    August 31, 2010   August 31, 2009
 
 
From investment activities:
 
       
Operations:
               
Net investment income
  $ 791,360     $ 1,764,485  
 
Net realized gain (loss)
    (101,394,563 )     (38,211,891 )
 
Net unrealized appreciation (depreciation) during the period
    112,466,001       (39,048,691 )
 
Change in net assets from operations
    11,862,798       (75,496,097 )
 
 
Distributions from net investment income:
 
       
Class A shares
    (338,335 )     (1,525,738 )
 
Class B shares
    (49,125 )     (82,151 )
 
Class C shares
    (209,194 )     (381,251 )
 
Class Y shares
    (11,329 )     (39,060 )
 
      (607,983 )     (2,028,200 )
 
 
Distributions from net realized gain:
 
       
Class A shares
    -0-       (4,265,305 )
 
Class B shares
    -0-       (656,365 )
 
Class C shares
    -0-       (3,033,524 )
 
Class Y shares
    -0-       (104,640 )
 
      -0-       (8,059,834 )
 
 
Return of capital distribution:
 
       
Class A shares
    (4,947,521 )     (1,607,116 )
 
Class B shares
    (718,355 )     (229,849 )
 
Class C shares
    (3,059,076 )     (1,062,292 )
 
Class Y shares
    (165,662 )     (36,642 )
 
      (8,890,614 )     (2,935,899 )
 
Total distributions
    (9,498,597 )     (13,023,933 )
 
Net change in net assets from investment activities
    2,364,201       (88,520,030 )
 
 
From capital transactions:
 
       
Proceeds from shares sold
    16,021,921       22,052,295  
 
Net asset value of shares issued through dividend reinvestment
    8,029,120       10,730,378  
 
Cost of shares repurchased
    (76,049,890 )     (133,184,093 )
 
Net change in net assets from capital transactions
    (51,998,849 )     (100,401,420 )
 
Total decrease in net assets
    (49,634,648 )     (188,921,450 )
 
 
Net assets:
 
       
Beginning of the period
    208,446,657       397,368,107  
 
End of the period (including accumulated undistributed net investment income (loss) of $(22,213) and $(205,590), respectively)
  $ 158,812,009     $ 208,446,657  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco Van Kampen Equity Premium Income Fund


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Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                         
    Class A shares
        June 26, 2006
        (Commencement of
    Year ended August 31,   operations) to
    2010   2009   2008   2007   August 31, 2006
 
Net asset value, beginning of the period
  $ 7.34     $ 9.06     $ 10.71     $ 10.29     $ 10.00  
 
Net investment income(a)
    0.06       0.07       0.06       0.04       0.01  
 
Net realized and unrealized gain (loss)
    0.34       (1.39 )     (1.02 )     1.11       0.36  
 
Total from investment operations
    0.40       (1.32 )     (0.96 )     1.15       0.37  
 
Less:
 
                                       
Distributions from net investment income
    0.03       0.06       0.05       0.03       0.01  
 
Distributions from net realized gain
    -0-       0.25       0.64       0.70       0.07  
 
Return of capital distributions
    0.38       0.09       -0-       -0-       -0-  
 
Total distributions
    0.41       0.40       0.69       0.73       0.08  
 
Net asset value, end of the period
  $ 7.33     $ 7.34     $ 9.06     $ 10.71     $ 10.29  
 
Total return*
    5.26 %(b)     (13.90 )%(c)     (9.31 )%(c)     11.31 %(c)     3.75 %**(c)
 
Net assets at end of the period (in millions)
  $ 82.3     $ 112.3     $ 230.0     $ 290.7     $ 31.2  
 
Ratio of expenses to average net assets*
    1.19 %(e)     1.24 %(d)     1.14 %(d)     1.25 %(d)     1.24 %(d)
 
Ratio of net investment income to average net assets*
    0.75 %(e)     1.11 %     0.56 %     0.40 %     1.32 %
 
Portfolio turnover(f)
    131 %     13 %     80 %     73 %     26 %
 
                                         
*  If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
Ratio of expenses to average net assets
    1.19 %(e)     1.40 %(d)     N/A       1.29 %(d)     4.35 %(d)
 
Ratio of net investment income (loss) to average net assets
    0.75 %(e)     0.95 %     N/A       0.36 %     (1.79 )%
 
** Non-Annualized
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended August 31, 2007.
(e) Ratios are based on average daily net assets (000’s omitted) of $101,380.
(f) Portfolio Turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A = Not Applicable
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
 
                                         
    Class B shares
        June 26, 2006
        (Commencement of
    Year ended August 31,   operations) to
    2010   2009   2008   2007   August 31, 2006
 
Net asset value, beginning of the period
  $ 7.25     $ 8.97     $ 10.64     $ 10.28     $ 10.00  
 
Net Investment income (loss)(a)
    0.00 (b)     0.02       (0.02 )     (0.04 )     0.01  
 
Net realized and unrealized gain (loss)
    0.33       (1.37 )     (1.00 )     1.10       0.34  
 
Total from investment operations
    0.33       (1.35 )     (1.02 )     1.06       0.35  
 
Less:
 
                                       
Distributions from net investment income
    0.02       0.03       0.01       0.00(b )     0.00 (b)
 
Distributions from net realized gain
    0-       0.25       0.64       0.70       0.07  
 
Return of capital distributions
    0.33       0.09       -0-       -0-       -0-  
 
Total distributions
    0.35       0.37       0.65       0.70       0.07  
 
Net asset value, end of the period
  $ 7.23     $ 7.25     $ 8.97     $ 10.64     $ 10.28  
 
Total return*
    4.40 %(c)     (14.47 )%(d)     (9.93 )%(d)     10.45 %(d)     3.56 %(d)**
 
Net assets at end of the period (in millions)
  $ 14.5     $ 17.7     $ 26.2     $ 31.8     $ 5.5  
 
Ratio of expenses to average net assets*
    1.94 %(f)     1.99 %(e)     1.89 %(e)     2.00 %(e)     1.99 %(e)
 
Ratio of net investment income (loss) to average net assets*
    0.00 %(f)     0.36 %     (0.19 )%     (0.35 )%     0.37 %
 
Portfolio turnover(g)
    131 %     13 %     80 %     73 %     26 %
 
                                         
*  If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
Ratio of expenses to average net assets
    1.94 %(f)     2.16 %(e)     N/A       2.04 %(e)     5.10 %(e)
 
Ratio of net investment income (loss) to average net assets
    0.00 %(f)     0.19 %     N/A       (0.39 )%     (2.74 )%
 
** Non-Annualized
(a) Based on average shares outstanding.
(b) Amount is less than $0.01 per share.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended August 31, 2007.
(f) Ratios are based on average daily net assets (000’s omitted) of $16,885.
(g) Portfolio Turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A = Not Applicable
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
 
                                         
    Class C shares
                    June 26, 2006
                    (Commencement of
    Year ended August 31,   operations) to
    2010   2009   2008   2007   August 31, 2006
 
Net asset value, beginning of the period
  $ 7.25     $ 8.97     $ 10.64     $ 10.28     $ 10.00  
 
Net investment income (loss)(a)
    0.00 (b)     0.02       (0.02 )     (0.04 )     0.01  
 
Net realized and unrealized gain (loss)
    0.33       (1.37 )     (1.00 )     1.10       0.35  
 
Total from investment operations
    0.33       (1.35 )     (1.02 )     1.06       0.36  
 
Less:
 
                                       
Distributions from net investment income
    0.02       0.03       0.01       0.00 (b)     0.01  
 
Distributions from net realized gain
    -0-       0.25       0.64       0.70       0.07  
 
Return of capital distributions
    0.33       0.09       -0-       -0-       -0-  
 
Total distributions
    0.35       0.37       0.65       0.70       0.08  
 
Net asset value, end of the period
  $ 7.23     $ 7.25     $ 8.97     $ 10.64     $ 10.28  
 
Total return*
    4.40 %(c)     (14.47 )%(d)     (9.93 )%(d)     10.45 %(d)     3.57 %(d)**
 
Net assets at end of the period (in millions)
  $ 59.0     $ 76.9     $ 137.1     $ 154.6     $ 13.0  
 
Ratio of expenses to average net assets*
    1.94 %(f)     1.99 %(e)     1.89 %(e)     2.00 %(e)     1.99 %(e)
 
Ratio of net investment income (loss) to average net assets*
    0.00 %(f)     0.36 %     (0.19 )%     (0.35 )%     0.46 %
 
Portfolio turnover(g)
    131 %     13 %     80 %     73 %     26 %
 
                                         
*  If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
Ratio of expenses to average net assets
    1.94 %(f)     2.15 %(e)     N/A       2.04 %(e)     5.10 %(e)
 
Ratio of net investment income (loss) to average net assets
    0.00 %(f)     0.20 %     N/A       (0.39 )%     (2.65 )%
 
** Non-Annualized
(a) Based on average shares outstanding.
(b) Amount is less than $0.01 per share.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and services fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended August 31, 2007.
(f) Ratios are based on average daily net assets (000’s omitted) of $71,805.
(g) Portfolio Turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A = Not Applicable
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
 
                                         
    Class Y sharesˆ
                    June 26, 2006
                    (Commencement of
    Year ended August 31,   operations) to
    2010   2009   2008   2007   August 31, 2006
 
Net asset value, beginning of the period
  $ 7.36     $ 9.07     $ 10.71     $ 10.29     $ 10.00  
 
Net Investment income(a)
    0.08       0.10       0.08       0.07       0.02  
 
Net realized and unrealized gain (loss)
    0.32       (1.40 )     (1.01 )     1.09       0.35  
 
Total from investment operations
    0.40       (1.30 )     (0.93 )     1.16       0.37  
 
Less:
 
                                       
Distributions from net investment income
    0.03       0.07       0.07       0.04       0.01  
 
Distributions from net realized gain
    -0-       0.25       0.64       0.70       0.07  
 
Return of capital distributions
    0.39       0.09       -0-       -0-       -0-  
 
Total distributions
    0.42       0.41       0.71       0.74       0.08  
 
Net asset value, end of the period
  $ 7.34     $ 7.36     $ 9.07     $ 10.71     $ 10.29  
 
Total return*
    5.37 %(b)     (13.63 )%(c)     (9.04 )%(c)     11.44 %(c)     3.77 %(c)**
 
Net assets at end of the period (in millions)
  $ 3.0     $ 1.6     $ 4.1     $ 2.7     $ 2.7  
 
Ratio of expenses to average net assets*
    0.94 %(e)     0.99 %(d)     0.89 %(d)     1.00 %(d)     0.99 %(d)
 
Ratio of net investment income to average net assets*
    1.02 %(e)     1.51 %     0.81 %     0.65 %     1.33 %
 
Portfolio turnover(f)
    131 %     13 %     80 %     73 %     26 %
 
                                         
*  If certain expenses had not been voluntarily assumed by the adviser, total returns would have been lower and the ratios would have been as follows:
 
Ratio of expenses to average net assets
    0.94 %(e)     1.12 %(d)     N/A       1.04 %(d)     4.10 %(d)
 
Ratio of net investment income (loss) to average net assets
    1.02 %(e)     1.38 %     N/A       0.61 %     (1.78 )%
 
** Non-Annualize
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. These returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption on Fund shares.
(d) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended August 31, 2007.
(e) Ratios are based on average daily net assets (000’s omitted) of $3,150.
(f) Portfolio Turnover is calculated at the fund level and is not annualized for periods less than one year.
N/A = Not Applicable
ˆ On June 1, 2010, the Fund’s former Class I Shares were reorganized into Class Y Shares.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen Equity Premium Income Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  Prior to June 1, 2010, the Fund operated as Van Kampen Equity Premium Income Fund (the “Acquired Fund”), an investment portfolio of Van Kampen Equity Trust II. The Acquired Fund was reorganized on June 1, 2010 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s – Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to seek current income and its secondary investment object is to seek long-term capital appreciation.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
 
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    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are generally declared and paid annually. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Repurchase Agreements — The Fund may enter into repurchase agreements. Collateral on repurchase agreements, including the Fund’s pro-rata interest in joint repurchase agreements, is taken into possession by the Fund upon entering into the repurchase agreement. Eligible securities for collateral are securities consistent with the Fund’s investment objectives and may consist of U.S. Government Securities, U.S. Government Sponsored Agency Securities and/or, Investment Grade Debt Securities. Collateral consisting of U.S. Government Securities and U.S. Government Sponsored Agency Securities is marked to market daily to ensure its market value is at least 102% of the sales price of the repurchase agreement. Collateral consisting of Investment Grade Debt Securities is marked to market daily to ensure its market value is at least 105% of the sales price of the repurchase agreement. The investments in some repurchase agreements, pursuant to procedures approved by the Board of Trustees, are through participation with other mutual funds, private accounts and certain non-registered investment companies managed by the investment advisor or its affiliates (“Joint repurchase agreements”). The principal amount of the repurchase agreement is equal to the value at period-end. If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the Fund might incur expenses in enforcing its rights, and could experience losses, including a decline in the value of the collateral and loss of income.
J. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or
 
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delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
K. Call Options Written — The Fund may write call options. A call option gives the purchaser of such option the right to buy, and the writer (the Fund) the obligation to sell, the underlying security at the stated exercise price during the option period. Written call options are recorded as a liability in the Statement of Assets and Liabilities. The amount of the liability is subsequently valued to reflect the current market value of the option written. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. Realized gains and losses on these contracts are included in the Statement of Operations. A risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised.
L. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy 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. Lending securities entails a risk of loss to the 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 fails to return the securities. 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. The Fund could experience delays and costs in gaining access to the collateral. The 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. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations.
    The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
M. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0 .70%
 
Next $500 million
    0 .65%
 
Over $1 billion
    0 .60%
 
 
  
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $1,055,607 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, and Class Y shares to 1.24%, 1.99%, 1.99%, and 0.99%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to
 
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amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the period ended August 31, 2010, the Adviser waived advisory fees of $879.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $22,425 to VKII. For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
  Prior to the Reorganization, under a legal services agreement, VKII provided legal services to the Acquired Fund. Pursuant to such agreement, the Acquired Fund paid $17,189 to VKII.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $50,920 for providing such services. Prior to the Reorganization, the Acquired Fund paid $52,182 to Van Kampen Investor Services Inc., which served as the Acquired Fund’s transfer agent. For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares and Class C shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets and up to 1.00% each of Class B and Class C average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $889,343 to VKFI.
  For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees. Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $1,455 in front-end sales commissions from the sale of Class A shares and $0, $14,834 and $623 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. Prior to the Reorganization, VKFI retained $14,360 in front-end sales commissions from the sale of Class A shares and $41,569, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
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NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Index risk
  $ -0-     $ (1,122,590 )
 
Index risk
               
Futures contracts(a)
    -0-       (48,279 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the year ended August 31, 2010
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
                 
    Location of Gain (Loss) on
    Statement of Operations
    Futures*   Options*
 
Realized Gain (Loss)
               
Index risk
  $ 348,887     $ 2,639,374  
 
Change in Unrealized Appreciation (Depreciation)
               
Index risk
  $ (48,279 )   $ 694,281  
 
The average value of futures and options outstanding during the period was $10,210 and $(2,267,198), respectively.
 
                 
Transactions During the Period
    Call Option Contracts
    Number of
  Premiums
    Contracts   Received
 
Beginning of period
    1,530     $ 2,761,604  
 
Written
    19,812       41,592,680  
 
Closed
    (12,550 )     (24,362,749 )
 
Exercised
    (1,150 )     (4,941,534 )
 
Expired
    (6,536 )     (12,374,326 )
 
End of period
    1,106     $ 2,675,675  
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. Prior to the Reorganization, the Acquired Fund recognized expense of $4,026 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP, of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund.
 
NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by
 
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earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 607,983     $ 8,064,083  
 
Long-term capital gain
            2,268,017  
 
Return of capital
    8,890,614       2,935,899  
 
Total distributions
  $ 9,498,597     $ 13,267,999  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Net unrealized (depreciation) — investments
  $ (17,688,027 )
 
Post-October deferrals
    (74,962,251 )
 
Capital loss carryforward
    (71,325,460 )
 
Shares of beneficial interest
    322,787,747  
 
Total net assets
  $ 158,812,009  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2018
  $ 71,325,460  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $250,461,826 and $313,632,778, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 803,877  
 
Aggregate unrealized (depreciation) of investment securities
    (18,491,904 )
 
Net unrealized depreciation of investment securities
  $ (17,688,027 )
 
Cost of investments for tax purposes is $178,224,179
       
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, undistributed net investment income (loss) was increased by $8,890,614 and shares of beneficial interest decreased by $8,890,614. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 10—Share Information
 
 
                                 
    For the year ended
  For the year ended
    August 31, 2010(a)   August 31, 2009
    Shares   Value   Shares   Value
 
Sales:
                               
Class A
    1,176,321 (b)   $ 9,154,704 (b)     1,737,444     $ 11,576,397  
 
Class B
    79,389       610,706       269,048       1,827,439  
 
Class C
    461,233       3,522,581       915,501       5,835,518  
 
Class Y
    353,239       2,733,930       449,723       2,812,941  
 
Total Sales
    2,070,182     $ 16,021,921       3,371,716     $ 22,052,295  
 
Dividend Reinvestment:
                               
Class A
    623,752     $ 4,794,997       980,970     $ 6,432,419  
 
Class B
    81,350       616,110       121,450       785,952  
 
Class C
    335,294       2,540,171       528,688       3,424,867  
 
Class Y
    10,115       77,842       13,479       87,140  
 
Total Dividend Reinvestment
    1,050,511     $ 8,029,120       1,644,587     $ 10,730,378  
 
Repurchases:
                               
Class A
    (5,860,510 )   $ (45,379,804 )     (12,809,381 )   $ (84,024,936 )
 
Class B
    (601,851 )(b)     (4,588,082 )(b)     (872,254 )     (5,527,505 )
 
Class C
    (3,240,660 )     (24,724,806 )     (6,119,529 )     (39,623,987 )
 
Class Y
    (173,137 )     (1,357,198 )     (692,893 )     (4,007,665 )
 
Total Repurchases
    (9,876,158 )   $ (76,049,890 )     (20,494,057 )   $ (133,184,093 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 58% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b) Includes automatic conversion of 17,258 Class B shares into 17,017 Class A shares at a value of $129,076.
 
  Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 11—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen Equity Premium Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen Equity Premium Income Fund (formerly known as Van Kampen Equity Premium Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of changes in net assets for the year ended August 31, 2009 and the financial highlights of the Fund for the periods ended August 31, 2009 and prior were audited by other independent auditors whose report dated October 26, 2009 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio3
A
    $ 1,000.00       $ 952.08       $ 5.61       $ 1,019.46       $ 5.80         1.14 %
                                                             
B
      1,000.00         948.97         9.28         1,015.68         9.60         1.89  
                                                             
C
      1,000.00         948.95         9.33         1,015.63         9.65         1.90  
                                                             
Y
      1,000.00         953.30         4.38         1,020.72         4.53         0.89  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
3  The expense ratios reflect an expense waiver.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen Equity Premium Income Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these
 
28        Invesco Van Kampen Equity Premium Income Fund


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services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    8.06%  
Corporate Dividends Received Deduction*
    8.06%  
U.S. Treasury Obligations*
    0%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Van Kampen Equity Premium Income Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
 
(1)
  Approve an Agreement and Plan of Reorganization     13,483,428       379,240       914,019       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
      Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
      Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
      A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
      Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
      Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  VK-EQPI-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Van Kampen Growth and Income Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
15
  Financial Highlights
20
  Notes to Financial Statements
26
  Auditor's Report
27
  Fund Expenses
28
  Approval of Investment Advisory and Sub-Advisory Agreements
30
  Tax Information
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
 
   
2
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
 
   
3
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the nine months ended August 31, 2010, Invesco Van Kampen Growth and Income Fund underperformed its benchmark index, the Russell 1000 Value Index. We apply a bottom-up stock selection process, and due to stock selection in various sectors, the Fund underperformed its benchmark index.
    Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 11/30/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -5.60 %
 
Class B Shares
    -5.74  
 
Class C Shares
    -6.13  
 
Class R Shares
    -5.78  
 
Class Y Shares
    -5.41  
 
Institutional Class Shares*
    -5.48  
 
Russell 1000 Value Index (Broad Market/Style-Specific Index)
    -1.31  
 
  Lipper Inc.
 
*   Share class incepted during the reporting period. For detailed explanation of Invesco Van Kampen Growth and Income Fund performance see page 7.

 
How we invest
Our investment philosophy is best described as value with a catalyst. We believe that undervalued companies experiencing positive changes (i.e., “catalysts”) may have the potential to generate long-term stock price growth for shareholders.
     We seek companies that are:
n   Out of favor with investors.
 
n   Underearning relative to their potential.
 
n   Attractively valued.
     Once we identify these companies, we look for catalysts that may improve the financial results and/or correct the undervaluation. Examples of catalysts include improved operational efficiency, changing industry dynamics and/or a change in management.
     We run potential investments through a series of quantitative screens including, but not limited to, return on capital and
enterprise value to sales metrics. We then conduct fundamental research on the most attractive opportunities. The research process includes a thorough review of a company’s financial statements, an evaluation of its competitive position and stability and meetings with its executives. We also value the company under various scenarios to determine if the investment is an attractive opportunity relative to its potential risk. At this point in our process, we identify the positive catalyst, which is a prerequisite for potential investment. Finally, we set a price target for a stock based on normalized earnings and historical valuation multiples.
     In short, our objective is to exploit negative sentiment toward a company’s stock by analyzing the company’s operations in the context of a cyclical environment and identifying one or


more catalysts that may improve the company’s financial performance. Improved financial performance, in turn, has the potential to drive the company’s stock price higher.
     We typically sell an investment when it reaches our estimate of fair value or when we identify a more attractive investment opportunity.
 
Market conditions and your Fund
At the beginning of the nine month period covered by this report, riskier assets outperformed securities considered safe havens, such as U.S. Treasuries. This trend continued through the middle of April 2010. However, renewed credit problems in Europe and the market correction that occurred in May and continued into August, created a more uncertain environment – prompting investors to favor potential safety over risk. Although recent market volatility created challenges, it also created some investment opportunities because companies with positive fundamentals became more attractively valued. Additionally, despite the market finishing lower at the end of this reporting period, there were a number of positives, including improved market liquidity, lean corporate infrastructures and merger and acquisition activity.
     An overweight allocation to consumer discretionary was one of the largest contributors to Fund performance, as media stocks performed well in this sector due to increased advertising revenue. Stock selection in health care was another contributor to performance. Notably, Genzyme‘s stock price rose on the announcement from Sanofi-aventis of its interest in acquiring Genzyme. We sold our Genzyme holdings on the acquisition announcement and resulting increase in stock price.


 
Portfolio Composition
By sector
         
Financials
    20.2 %
 
Energy
    12.1  
 
Consumer Discretionary
    11.5  
 
Information Technology
    10.9  
 
Consumer Staples
    10.6  
 
Health Care
    10.5  
 
Industrials
    9.7  
 
Utilities
    4.7  
 
Telecommunication Services
    2.8  
 
Materials
    2.7  
 
Money Market Funds Plus Other Assets
       
Less Liabilities
    4.3  
 
Top 10 Equity Holdings*
                 
 
  1.    
JP Morgan Chase & Co.
    4.7 %
 
  2.    
Marsh & McLennan Cos., Inc.
    3.4  
 
  3.    
General Electric Co.
    3.2  
 
  4.    
Viacom, Inc.
    2.9  
 
  5.    
eBay, Inc.
    2.6  
 
  6.    
Kraft Foods, Inc.
    2.3  
 
  7.    
American Electric Power Co., Inc.
    2.3  
 
  8.    
Occidental Petroleum Corp.
    2.3  
 
  9.    
Bank of America Corp.
    2.1  
 
  10.    
Wal-Mart Stores, Inc.
    2.0  
 
         
Total Net Assets
  $5.9 billion
 
       
Total Number of Holdings*
    78  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


 
   
4
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

     Stock selection in the financials sector was the largest relative detractor. Overall, financial stocks performed strongly over the reporting period. However, the Fund was underweight in the financials sector relative to its benchmark, and our financial stocks did not appreciate as much as those of the index. We focused on what we believed were potentially lower risk financial companies with stronger balance sheets and less credit risk given the systemic risk in most financial stocks. However, the Fund had no exposure to real estate investment trusts (REITs), which outperformed during the period. The Fund’s lack of exposure to REITs was based on our concern that valuations were high and the commercial real estate market has weakened.
     Technology stocks also detracted from relative Fund performance. The Fund was overweight in this sector versus the Russell 1000 Value Index and was adversely affected by exposure to stocks in the hardware and equipment industry. On a stock-specific basis, Hewlett-Packard negatively affected Fund performance due to a significant sell off after announcing the impending departure of its CEO.
     Finally, Fund holdings in the energy sector detracted from performance due to heavy exposure to exploration and production companies. Fund holdings BP and Anadarko Petroleum were hurt by the oil spill in the Gulf of Mexico. As a result, we eliminated our position in BP and reduced our exposure to Anadarko Petroleum.
     Equity markets experienced a strong recovery during the period covered by this report. We believe that market volatility, and the market correction that began in the second quarter of 2010, have created opportunities to invest in companies with attractive valuations and strong fundamentals. We believe that ultimately those valuations and fundamentals may be reflected in companies’ stock prices.
     As always, we would like to caution investors against making investment decisions based on short-term performance. We recommend that you consult a financial adviser to discuss your individual financial program.
     Thank you for your investment in Invesco Van Kampen Growth and Income Fund and for sharing our long-term investment horizon.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF THOMAS BASTIAN)
Thomas Bastian
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Van Kampen Growth and Income Fund. Mr. Bastian joined Invesco in 2010. He earned a B.A. in accounting from St. John’s University and an M.B.A. in finance from the University of Michigan.
(PHOTO OF MARK LASKIN)
Mark Laskin
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Growth and Income Fund. Mr. Laskin joined Invesco in 2010. He earned a B.A. in history from Swarthmore College and an M.B.A. and M.A. from the Wharton School and Lauder Institute, respectively, of the University of Pennsylvania.
(PHOTO OF MARY JAYNE MALY)
Mary Jayne Maly
Chartered Financial Analyst, portfolio manager, is manager of Invesco Van Kampen Growth and Income Fund. Ms. Maly joined Invesco in 2010. She earned a B.A. from the University of Pittsburgh and an M.B.A. from the American Graduate School of International Management.
(PHOTO OF SERGIO MARCHELI)
Sergio Marcheli
Portfolio manager, is manager of Invesco Van Kampen Growth and Income Fund. Mr. Marcheli joined Invesco in 2010. He earned a B.B.A. from the University of Houston and an M.B.A. from the University of St. Thomas.
(PHOTO OF JAMES ROEDER)
James Roeder
Chartered Financial Analyst, Certified Public Accountant, portfolio manager, is manager of Invesco Van Kampen Growth and Income Fund. Mr. Roeder joined Invesco in 2010. He earned a B.S. in accounting from Clemson University and an M.B.A. in economics and finance from the University of Chicago Graduate School of Business.


 
   
5
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class since Inception
Fund and index data from 8/31/00
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses and management fees; performance of a market index does not. Performance shown in the chart and
table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart.
The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.


 
   
6
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
                 
Class A Shares        
 
Inception (8/1/46)     9.04 %
 
  10    
Years
    1.60  
 
  5    
Years
    -1.78  
 
  1    
Year
    -3.45  
 
       
 
       
Class B Shares        
 
Inception (8/2/93)     8.08 %
 
  10    
Years
    1.79  
 
  5    
Years
    -1.01  
 
  1    
Year
    -2.70  
 
       
 
       
Class C Shares        
 
Inception (8/2/93)     7.67 %
 
  10    
Years
    1.47  
 
  5    
Years
    -1.33  
 
  1    
Year
    0.70  
 
       
 
       
Class R Shares        
 
Inception (10/1/02)     5.62 %
 
  5    
Years
    -0.85  
 
  1    
Year
    2.19  
 
       
 
       
Class Y Shares        
 
Inception (10/19/04)     2.60 %
 
  5    
Years
    -0.35  
 
  1    
Year
    2.70  
 
       
 
       
Institutional Class Shares        
 
  10    
Years
    2.22 %
 
  5    
Years
    -0.59  
 
  1    
Year
    2.58  
Effective June 1, 2010, Class A, Class B, Class C, Class R and Class I shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B, Class C, Class R and Class Y shares, respectively, of Invesco Van Kampen Growth and Income Fund. Returns shown above for Class A, Class B, Class C, Class R and Class Y shares are blended returns of the predecessor fund and Invesco Van Kampen Growth and Income Fund. Share class returns will differ from the predecessor fund because of different expenses.
     Institutional Class shares incepted on June 1, 2010. Performance shown prior to that date is that of the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                 
Class A Shares        
 
Inception (8/1/46)     9.03 %
 
  10    
Years
    2.31  
 
  5    
Years
    -1.41  
 
  1    
Year
    8.68  
 
       
 
       
Class B Shares        
 
Inception (8/2/93)     8.04 %
 
  10    
Years
    2.48  
 
  5    
Years
    -0.66  
 
  1    
Year
    10.14  
 
       
 
       
Class C Shares        
 
Inception (8/2/93)     7.63 %
 
  10    
Years
    2.17  
 
  5    
Years
    -0.95  
 
  1    
Year
    13.39  
 
       
 
       
Class R Shares        
 
Inception (10/1/02)     5.48 %
 
  5    
Years
    -0.48  
 
  1    
Year
    14.98  
 
       
 
       
Class Y Shares        
 
Inception (10/19/04)     2.31 %
 
  5    
Years
    0.02  
 
  1    
Year
    15.48  
 
       
 
       
Institutional Class Shares        
 
  10    
Years
    2.92 %
 
  5    
Years
    -0.23  
 
  1    
Year
    15.29  
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 0.88%, 1.63%, 1.63%, 1.13%, 0.63% and 0.49%, respectively.1 The total annual Fund operating expense ratio set forth in the
most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares was 0.89%, 1.64%, 1.64%, 1.14%, 0.64% and 0.50%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y and Institutional Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


 
   
7
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

 
Invesco Van Kampen Growth and Income Fund’s investment objective is to seek income and long-term growth of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
n   Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
 
n   Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and other expenses. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions
    may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
About indexes used in this report
n   The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects Fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   CPA® and Certified Public Accountant® are trademarks owned by the American Institute of Certified Public Accountants.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 
Fund Nasdaq Symbols
Class A Shares
  ACGIX
Class B Shares
  ACGJX
Class C Shares
  ACGKX
Class R Shares
  ACGLX
Class Y Shares
  ACGMX
Institutional Class Shares
  ACGQX


 
   
8
  Invesco Van Kampen Growth and Income Fund

 


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–95.7%
 
       
 
Air Freight & Logistics–0.5%
 
       
FedEx Corp.
    391,601     $ 30,564,458  
 
 
Apparel Retail–0.5%
 
       
Gap, Inc.
    1,735,931       29,319,875  
 
 
Application Software–1.0%
 
       
Amdocs Ltd. (Guernsey)(a)
    2,253,934       59,120,689  
 
 
Asset Management & Custody Banks–1.2%
 
       
Janus Capital Group, Inc.
    1,635,042       14,846,182  
 
State Street Corp.
    1,579,642       55,413,841  
 
              70,260,023  
 
 
Automobile Manufacturers–0.6%
 
       
Ford Motor Co.(a)
    3,439,672       38,833,897  
 
 
Broadcasting & Cable TV–1.6%
 
       
Comcast Corp., Class A
    5,689,356       97,401,775  
 
 
Broadcasting–Diversified–1.2%
 
       
Time Warner Cable, Inc.
    1,434,683       74,043,990  
 
 
Communications Equipment–1.2%
 
       
Cisco Systems, Inc.(a)
    3,547,745       71,132,287  
 
 
Computer Hardware–2.6%
 
       
Dell, Inc.(a)
    5,220,093       61,440,495  
 
Hewlett-Packard Co.
    2,524,161       97,129,715  
 
              158,570,210  
 
 
Consumer Electronics–1.1%
 
       
Sony Corp.–ADR (Japan)
    2,265,458       63,410,169  
 
 
Data Processing & Outsourced Services–1.1%
 
       
Western Union Co.
    4,037,215       63,303,531  
 
 
Diversified Banks–1.4%
 
       
U.S. Bancorp
    1,702,489       35,411,771  
 
Wells Fargo & Co.
    2,156,208       50,778,699  
 
              86,190,470  
 
 
Diversified Chemicals–2.7%
 
       
Bayer AG–ADR (Germany)
    1,010,812       61,858,157  
 
Dow Chemical Co.
    1,945,836       47,420,023  
 
PPG Industries, Inc.
    777,900       51,209,157  
 
              160,487,337  
 
 
Diversified Commercial & Professional Services–0.6%
 
       
Cintas Corp.
    1,355,889       34,561,611  
 
 
Drug Retail–1.2%
 
       
Walgreen Co.
    2,774,997       74,591,919  
 
 
Electric Utilities–4.7%
 
       
American Electric Power Co., Inc.
    3,944,614       139,678,781  
 
Edison International, Inc.
    1,112,892       37,560,105  
 
Entergy Corp.
    656,350       51,746,634  
 
FirstEnergy Corp.
    1,409,226       51,479,026  
 
              280,464,546  
 
 
Food Distributors–1.0%
 
       
Sysco Corp.
    2,172,674       59,726,808  
 
 
Health Care Distributors–0.6%
 
       
Cardinal Health, Inc.
    1,233,318       36,950,207  
 
 
Health Care Equipment–1.1%
 
       
Covidien PLC (Ireland)
    1,912,079       67,572,872  
 
 
Home Improvement Retail–1.3%
 
       
Home Depot, Inc.
    2,774,283       77,152,810  
 
 
Human Resource & Employment Services–1.0%
 
       
Manpower, Inc.
    762,159       32,391,758  
 
Robert Half International, Inc.
    1,180,154       25,467,723  
 
              57,859,481  
 
 
Hypermarkets & Super Centers–2.0%
 
       
Wal-Mart Stores, Inc.
    2,381,605       119,413,675  
 
 
Industrial Conglomerates–5.6%
 
       
General Electric Co.
    13,348,133       193,280,966  
 
Siemens AG–ADR (Germany)
    515,524       46,670,387  
 
Tyco International Ltd. (Switzerland)
    2,527,700       94,232,656  
 
              334,184,009  
 
 
Industrial Machinery–1.5%
 
       
Dover Corp.
    1,022,345       45,760,162  
 
Ingersoll-Rand PLC (Ireland)
    1,339,437       43,571,886  
 
              89,332,048  
 
 
Insurance Brokers–3.4%
 
       
Marsh & McLennan Cos., Inc.
    8,494,131       201,480,787  
 
 
Integrated Oil & Gas–7.5%
 
       
ConocoPhillips
    1,330,822       69,774,997  
 
Exxon Mobil Corp.
    1,018,972       60,282,384  
 
Hess Corp.
    1,433,286       72,022,622  
 
Occidental Petroleum Corp.
    1,847,256       134,997,468  
 
Royal Dutch Shell PLC, Class A–ADR (United Kingdom)
    2,104,376       111,637,147  
 
              448,714,618  
 
 
Integrated Telecommunication Services–1.1%
 
       
Verizon Communications, Inc.
    2,174,183       64,160,140  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Van Kampen Growth and Income Fund


Table of Contents

                 
    Shares   Value
 
 
Internet Software & Services–3.7%
 
       
eBay, Inc.(a)
    6,826,868     $ 158,656,412  
 
Yahoo!, Inc.(a)
    4,772,426       62,423,332  
 
              221,079,744  
 
 
Investment Banking & Brokerage–1.8%
 
       
Charles Schwab Corp.
    5,960,383       76,054,487  
 
Morgan Stanley Co.
    1,263,792       31,203,024  
 
              107,257,511  
 
 
Life & Health Insurance–0.7%
 
       
Principal Financial Group, Inc.
    1,824,197       42,047,741  
 
 
Managed Health Care–1.8%
 
       
UnitedHealth Group, Inc.
    3,478,432       110,335,863  
 
 
Motorcycle Manufacturers–0.4%
 
       
Harley-Davidson, Inc.
    871,855       21,203,514  
 
 
Movies & Entertainment–4.8%
 
       
Time Warner, Inc.
    3,862,823       115,807,434  
 
Viacom, Inc., Class B
    5,472,167       171,935,487  
 
              287,742,921  
 
 
Office Services & Supplies–0.6%
 
       
Avery Dennison Corp.
    1,088,670       35,403,548  
 
 
Oil & Gas Equipment & Services–1.5%
 
       
Cameron International Corp.(a)
    523,595       19,257,824  
 
Schlumberger Ltd. (Netherlands Antilles)
    1,295,734       69,101,494  
 
              88,359,318  
 
 
Oil & Gas Exploration & Production–3.1%
 
       
Anadarko Petroleum Corp.
    2,099,036       96,534,666  
 
Devon Energy Corp.
    953,132       57,454,797  
 
Noble Energy, Inc.
    467,821       32,644,549  
 
              186,634,012  
 
 
Other Diversified Financial Services–7.7%
 
       
Bank of America Corp.
    10,052,357       125,151,845  
 
Citigroup, Inc.(a)
    15,900,082       59,148,305  
 
JPMorgan Chase & Co.
    7,678,279       279,182,224  
 
              463,482,374  
 
 
Packaged Foods & Meats–3.6%
 
       
Kraft Foods, Inc., Class A
    4,681,108       140,199,185  
 
Unilever NV (Netherlands)
    2,872,481       76,953,766  
 
              217,152,951  
 
 
Personal Products–1.1%
 
       
Avon Products, Inc.
    2,233,248       64,987,517  
 
 
Pharmaceuticals–7.0%
 
       
Abbott Laboratories
    970,260       47,872,629  
 
Bristol-Myers Squibb Co.
    4,532,402       118,205,044  
 
Merck & Co., Inc.
    2,792,637       98,189,117  
 
Pfizer, Inc.
    5,751,860       91,627,130  
 
Roche Holdings, Inc.–ADR (Switzerland)
    1,797,357       61,152,735  
 
              417,046,655  
 
 
Property & Casualty Insurance–1.1%
 
       
Chubb Corp.
    1,225,560       67,552,867  
 
 
Regional Banks–2.8%
 
       
BB&T Corp.
    1,485,382       32,856,650  
 
Fifth Third Bancorp
    2,717,314       30,026,320  
 
PNC Financial Services Group, Inc.
    2,101,939       107,114,811  
 
              169,997,781  
 
 
Semiconductor Equipment–0.3%
 
       
Lam Research Corp.(a)
    537,868       19,422,413  
 
 
Semiconductors–1.0%
 
       
Intel Corp.
    3,521,894       62,407,962  
 
 
Soft Drinks–1.6%
 
       
Coca-Cola Co.
    929,865       51,998,051  
 
Coca-Cola Enterprises, Inc.
    1,594,735       45,386,158  
 
              97,384,209  
 
 
Wireless Telecommunication Services–1.8%
 
       
Vodafone Group PLC–ADR (United Kingdom)
    4,396,022       106,295,812  
 
Total Common Stocks–95.7% (Cost $6,004,036,272)
            5,734,598,955  
 
 
Money Market Funds–4.1%
 
       
Liquid Assets Portfolio–Institutional Class(b)
    122,605,989       122,605,989  
 
Premier Portfolio–Institutional Class(b)
    122,605,989       122,605,989  
 
Total Money Market Funds–4.1% (Cost $245,211,978)
            245,211,978  
 
TOTAL INVESTMENTS–99.8% (Cost $6,249,248,250)
    5,979,810,933  
 
OTHER ASSETS IN EXCESS OF LIABILITIES–0.2%
            13,913,451  
 
NET ASSETS–100.0%
          $ 5,993,724,384  
 
 
Investment Abbreviation:
 
     
ADR
  – American Depositary Receipt
 
Notes to Schedule of Investments:
 
Percentages are calculated as a percentage of net assets.
(a) Non-income producing security.
(b) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Van Kampen Growth and Income Fund


Table of Contents

Fair Value Measurements
 
  Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further information regarding fair value measurements.)
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value:
 
                                 
    Level 1   Level 2   Level 3    
        Other Significant
  Significant
   
    Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Equity Securities
  $ 5,856,800,041     $ 123,010,892     $     $ 5,979,810,933  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Van Kampen Growth and Income Fund


Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $6,004,036,272)
  $ 5,734,598,955  
 
Investments in affiliated money market funds, at value and cost
    245,211,978  
 
Cash
    7  
 
Receivables:
       
Dividends
    15,767,760  
 
Fund shares sold
    11,042,239  
 
Investments sold
    8,083,813  
 
Other
    40,760  
 
Total assets
    6,014,745,512  
 
 
Liabilities:
 
Payables:
       
Fund shares repurchased
    11,168,540  
 
Investments purchased
    5,163,262  
 
Distributor and affiliates
    3,350,012  
 
Accrued expenses
    1,339,314  
 
Total liabilities
    21,021,128  
 
Net assets
  $ 5,993,724,384  
 
 
Net assets consist of:
 
Capital (par value of $0.01 per share with an unlimited number of shares authorized)
  $ 6,999,019,079  
 
Accumulated undistributed net investment income
    8,255,246  
 
Net unrealized appreciation (depreciation)
    (269,437,317 )
 
Accumulated net realized gain (loss)
    (744,112,624 )
 
Net assets
  $ 5,993,724,384  
 
 
Maximum Offering Price Per Share:
 
Class A Shares:
       
Net asset value and redemption price per share (Based on net assets of $4,122,778,944 and 256,657,837 shares of beneficial interest issued and outstanding)
  $ 16.06  
 
Maximum sales charge (5.50% of offering price)
    0.93  
 
Maximum offering price to public
  $ 16.99  
 
Class B Shares:
       
Net asset value and offering price per share (Based on net assets of $231,193,427 and 14,510,963 shares of beneficial interest issued and outstanding)
  $ 15.93  
 
Class C Shares:
       
Net asset value and offering price per share (Based on net assets of $269,050,645 and 16,909,408 shares of beneficial interest issued and outstanding)
  $ 15.91  
 
Class R Shares:
       
Net asset value and offering price per share (Based on net assets of $122,188,293 and 7,605,182 shares of beneficial interest issued and outstanding)
  $ 16.07  
 
Class Y Shares:
       
Net asset value and offering price per share (Based on net assets of $1,206,651,820 and 75,061,220 shares of beneficial interest issued and outstanding)
  $ 16.08  
 
Class Institutional Share Class:
       
Net asset value and offering price per share (Based on net assets of $41,861,255 and 2,603,590 shares of beneficial interest issued and outstanding)
  $ 16.08  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Van Kampen Growth and Income Fund


Table of Contents

Statements of Operations
 
For the period December 1, 2009 to August 31, 2010 and the year ended November 30, 2009
 
 
                 
    For the
  For the
    nine months ended
  year ended
    August 31, 2010   November 30, 2009
 
 
Investment income:
 
       
Dividends (net of foreign withholding taxes of $819,343 and $2,934,120, respectively)
  $ 101,943,379     $ 136,511,729  
 
Dividends from affiliated money market fund
    77,418        
 
Interest
    132,880       279,478  
 
Total income
    102,153,677       136,791,207  
 
 
Expenses:
 
       
Investment advisory fee
    17,301,866       19,805,045  
 
Distribution fees
               
Class A
    8,450,523       10,032,309  
 
Class B
    865,711       785,781  
 
Class C
    2,310,574       2,793,398  
 
Class R
    443,483       428,140  
 
Transfer agent fees
    4,812,889       12,408,710  
 
Reports to shareholders
    806,275       1,256,211  
 
Administrative services fees
    610,475       758,416  
 
Custody
    151,580       216,568  
 
Trustees’ and officers’ fees and benefits
    149,532       135,133  
 
Registration fees
    103,347       93,896  
 
Professional fees
    24,667       398,160  
 
Other
    101,922       169,806  
 
Total expenses
    36,132,844       49,281,573  
 
Expense reduction
    37,948       -0-  
 
Net expenses
    36,094,896       49,281,573  
 
Net investment income
    66,058,781       87,509,634  
 
 
Realized and unrealized gain (loss):
 
       
Realized gain (loss):
               
Investments
    227,794,122       (374,057,070 )
 
Futures
    -0-       (19,090,379 )
 
Foreign currency transactions
    -0-       (7,376 )
 
Net realized gain (loss)
    227,794,122       (393,154,825 )
 
Unrealized appreciation (depreciation):
               
Beginning of the period
    385,853,867       (1,110,593,070 )
 
End of the period
    (269,437,317 )     385,853,867  
 
Net unrealized appreciation (depreciation) during the period
    (655,291,184 )     1,496,446,937  
 
Net realized and unrealized gain (loss)
    (427,497,062 )     1,103,292,112  
 
Net increase (decrease) in net assets from operations
  $ (361,438,281 )   $ 1,190,801,746  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
13        Invesco Van Kampen Growth and Income Fund


Table of Contents

Statements of Changes in Net Assets
 
For the period December 1, 2009 to August 31, 2010 and the years ended November 30, 2009 and 2008
 
 
                         
    For the
  For the
  For the
    nine months ended
  year ended
  year ended
    August 31, 2010   November 30, 2009   November 30, 2008
 
 
From investment activities:
 
               
Operations:
                       
Net investment income
  $ 66,058,781     $ 87,509,634     $ 154,058,675  
 
Net realized gain (loss)
    227,794,122       (393,154,825 )     (542,253,071 )
 
Net unrealized appreciation (depreciation) during the period
    (655,291,184 )     1,496,446,937       (3,069,256,509 )
 
Change in net assets from operations
    (361,438,281 )     1,190,801,746       (3,457,450,905 )
 
 
Distributions from net investment income:
 
               
Class A Shares
    (46,288,757 )     (70,464,829 )     (125,600,223 )
 
Class B Shares
    (2,797,501 )     (5,807,436 )     (12,128,555 )
 
Class C Shares
    (1,469,851 )     (3,052,534 )     (5,762,549 )
 
Class R Shares
    (966,152 )     (1,240,399 )     (2,068,289 )
 
Class Y Shares
    (14,834,399 )     (16,453,885 )     (24,032,254 )
 
Institutional Class Shares
    (7,403 )     -0-       -0-  
 
      (66,364,063 )     (97,019,083 )     (169,591,870 )
 
 
Distributions from net realized gain:
 
               
Class A Shares
    -0-       -0-       (326,751,506 )
 
Class B Shares
    -0-       -0-       (32,723,684 )
 
Class C Shares
    -0-       -0-       (24,928,611 )
 
Class R Shares
    -0-       -0-       (5,894,328 )
 
Class Y Shares
    -0-       -0-       (49,700,098 )
 
Institutional Class Shares
    -0-       -0-       -0-  
 
      -0-       -0-       (439,998,227 )
 
Total distributions
    (66,364,063 )     (97,019,083 )     (609,590,097 )
 
Net change in net assets from investment activities
    (427,802,344 )     1,093,782,663       (4,067,041,002 )
 
 
From capital transactions:
 
               
Proceeds from shares sold
    1,333,775,097       1,294,667,962       1,744,714,197  
 
Net asset value of shares issued through dividend reinvestment
    60,574,362       88,094,309       560,884,166  
 
Cost of shares repurchased
    (1,308,905,547 )     (2,145,677,561 )     (2,720,842,252 )
 
Net change in net assets from capital transactions
    85,443,912       (762,915,290 )     (415,243,889 )
 
Total increase (decrease) in net assets
    (342,358,432 )     330,867,373       (4,482,284,891 )
 
 
Net assets:
 
               
Beginning of the period
    6,336,082,816       6,005,215,443       10,487,500,334  
 
End of the period (including accumulated undistributed net investment income of $8,255,246, $8,560,528, and $18,062,492 respectively)
  $ 5,993,724,384     $ 6,336,082,816     $ 6,005,215,443  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco Van Kampen Growth and Income Fund


Table of Contents

Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A shares
    Nine months
                   
    ended
  Year ended November 30,
    August 31, 2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 17.19     $ 13.87     $ 22.72     $ 22.62     $ 21.72     $ 19.55  
 
Net investment income(a)
    0.18       0.23       0.33       0.36       0.35       0.26  
 
Net realized and unrealized gain (loss)
    (1.13 )     3.34       (7.86 )     1.21       2.43       2.38  
 
Total from investment operations
    (0.95 )     3.57       (7.53 )     1.57       2.78       2.64  
 
Less:
 
                                               
Distributions from net investment income
    0.18       0.25       0.37       0.39       0.31       0.25  
 
Distributions from net realized gain
    -0-       -0-       0.95       1.08       1.57       0.22  
 
Total distributions
    0.18       0.25       1.32       1.47       1.88       0.47  
 
Net asset value, end of the period
  $ 16.06     $ 17.19     $ 13.87     $ 22.72     $ 22.62     $ 21.72  
 
Total return
    (5.60 )%(b)     26.24 %(c)     (35.05 )%(c)     7.26 %(c)     13.76 %(c)     13.74 %(c)
 
Net assets at end of the period (in millions)
  $ 4,122.8     $ 4,496.2     $ 4,416.1     $ 7,793.4     $ 7,711.9     $ 6,439.4  
 
Ratio of expenses to average net assets
    0.74 %(d)     0.88 %     0.79 %     0.77 %     0.79 %     0.80 %
 
Ratio of net investment income to average net assets
    1.36 %(d)     1.58 %     1.78 %     1.58 %     1.66 %     1.27 %
 
Portfolio turnover
    23 %(e)     51 %     42 %     26 %     30 %     43 %
 
(a) Based on average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $4,506,438.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
15        Invesco Van Kampen Growth and Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class B shares
    Nine months
                   
    ended
  Year ended November 30,
    August 31, 2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 17.05     $ 13.76     $ 22.57     $ 22.47     $ 21.52     $ 19.37  
 
Net investment income(a)
    0.16       0.22       0.32       0.34       0.34       0.10  
 
Net realized and unrealized gain (loss)
    (1.12 )     3.32       (7.81 )     1.20       2.41       2.37  
 
Total from investment operations
    (0.96 )     3.54       (7.49 )     1.54       2.75       2.47  
 
Less:
 
                                               
Distributions from net investment income
    0.16       0.25       0.37       0.36       0.23       0.10  
 
Distributions from net realized gain
    -0-       -0-       0.95       1.08       1.57       0.22  
 
Total distributions
    0.16       0.25       1.32       1.44       1.80       0.32  
 
Net asset value, end of the period
  $ 15.93     $ 17.05     $ 13.76     $ 22.57     $ 22.47     $ 21.52  
 
Total return
    (5.69 )%(b)(f)     26.32 %(c)(d)     (35.09 )%(c)(d)     7.18 %(c)(d)     13.70 %(c)(d)     12.93 %(c)
 
Net assets at end of the period (in millions)
  $ 231.2     $ 320.6     $ 365.3     $ 777.6     $ 869.9     $ 916.6  
 
Ratio of expenses to average net assets
    0.89 %(e)(f)     0.89 %(d)     0.84 %(d)     0.85 %(d)     0.84 %(d)     1.56 %
 
Ratio of net investment income to average net assets
    1.21 %(e)(f)     1.59 %(d)     1.72 %(d)     1.50 %(d)     1.60 %(d)     0.50 %
 
Portfolio turnover
    23 %(g)     51 %     42 %     26 %     30 %     43 %
 
(a) Based on average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of less than 1%.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $289,938.
(f) The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.40%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Van Kampen Growth and Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class C shares
    Nine months
                   
    ended
  Year ended November 30,
    August 31, 2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 17.03     $ 13.74     $ 22.53     $ 22.43     $ 21.56     $ 19.41  
 
Net investment income(a)
    0.08       0.12       0.20       0.20       0.19       0.10  
 
Net realized and unrealized gain (loss)
    (1.12 )     3.32       (7.81 )     1.21       2.41       2.37  
 
Total from investment operations
    (1.04 )     3.44       (7.61 )     1.41       2.60       2.47  
 
Less:
 
                                               
Distributions from net investment income
    0.08       0.15       0.23       0.23       0.16       0.10  
 
Distributions from net realized gain
    -0-       -0-       0.95       1.08       1.57       0.22  
 
Total distributions
    0.08       0.15       1.18       1.31       1.73       0.32  
 
Net asset value, end of the period
  $ 15.91     $ 17.03     $ 13.74     $ 22.53     $ 22.43     $ 21.56  
 
Total return
    (6.13 )%(b)     25.36 %(c)(d)     (35.54 )%(c)(d)     6.53 %(c)(d)     12.88 %(c)     12.90 %(c)
 
Net assets at end of the period (in millions)
  $ 269.1     $ 316.3     $ 301.3     $ 591.0     $ 620.6     $ 557.2  
 
Ratio of expenses to average net assets
    1.49 %(e)     1.62 %(d)     1.51 %(d)     1.48 %(d)     1.54 %     1.56 %
 
Ratio of net investment income to average net assets
    0.61 %(e)     0.84 %(d)     1.06 %(d)     0.87 %(d)     0.91 %     0.51 %
 
Portfolio turnover
    23 %(f)     51 %     42 %     26 %     30 %     43 %
 
(a) Based on average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of less than 1%.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $308,015.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
17        Invesco Van Kampen Growth and Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class R shares
    Nine months
                   
    ended
  Year ended November 30,
    August 31, 2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 17.19     $ 13.87     $ 22.73     $ 22.62     $ 21.72     $ 19.55  
 
Net investment income(a)
    0.14       0.18       0.29       0.30       0.31       0.21  
 
Net realized and unrealized gain (loss)
    (1.11 )     3.35       (7.88 )     1.22       2.42       2.38  
 
Total from investment operations
    (0.97 )     3.53       (7.59 )     1.52       2.73       2.59  
 
Less:
 
                                               
Distributions from net investment income
    0.15       0.21       0.32       0.33       0.26       0.20  
 
Distributions from net realized gain
    -0-       -0-       0.95       1.08       1.57       0.22  
 
Total distributions
    0.15       0.21       1.27       1.41       1.83       0.42  
 
Net asset value, end of the period
  $ 16.07     $ 17.19     $ 13.87     $ 22.73     $ 22.62     $ 21.72  
 
Total return
    (5.72 )%(b)     26.00 %(c)     (35.25 )%(c)     7.03 %(c)     13.48 %(c)     13.46 %(c)
 
Net assets at end of the period (in millions)
  $ 122.2     $ 107.4     $ 78.5     $ 140.2     $ 128.5     $ 45.1  
 
Ratio of expenses to average net assets
    0.99 %(d)     1.13 %     1.04 %     1.02 %     1.04 %     1.05 %
 
Ratio of net investment income to average net assets
    1.11 %(d)     1.29 %     1.53 %     1.33 %     1.46 %     1.02 %
 
Portfolio turnover
    23 %(e)     51 %     42 %     26 %     30 %     43 %
 
(a) Based on average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. These returns include combined Rule 12b-1 fees and service fees of up to 0.50% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $118,154.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
18        Invesco Van Kampen Growth and Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class Y sharesˆ
    Nine months
                   
    ended
  Year ended November 30,
    August 31, 2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 17.21     $ 13.88     $ 22.74     $ 22.63     $ 21.73     $ 19.55  
 
Net investment income(a)
    0.21       0.26       0.38       0.41       0.41       0.28  
 
Net realized and unrealized gain (loss)
    (1.13 )     3.35       (7.87 )     1.23       2.43       2.42  
 
Total from investment operations
    (0.92 )     3.61       (7.49 )     1.64       2.84       2.70  
 
Less:
 
                                               
Distributions from net investment income
    0.21       0.28       0.42       0.45       0.37       0.30  
 
Distributions from net realized gain
    -0-       -0-       0.95       1.08       1.57       0.22  
 
Total distributions
    0.21       0.28       1.37       1.53       1.94       0.52  
 
Net asset value, end of the period
  $ 16.08     $ 17.21     $ 13.88     $ 22.74     $ 22.63     $ 21.73  
 
Total return
    (5.41 )%(b)     26.60 %(c)     (34.90 )%(c)     7.57 %(c)     13.98 %(c)     14.11 %(c)
 
Net assets at end of the period (in millions)
  $ 1,206.7     $ 1,095.7     $ 844.1     $ 1,185.3     $ 881.2     $ 781.6  
 
Ratio of expenses to average net assets
    0.49 %(d)     0.63 %     0.54 %     0.52 %     0.54 %     0.57 %
 
Ratio of net investment income to average net assets
    1.61 %(d)     1.81 %     2.04 %     1.83 %     1.92 %     1.41 %
 
Portfolio turnover
    23 %(e)     51 %     42 %     26 %     30 %     43 %
 
(a) Based on average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. These returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $1,246,567.
(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
ˆ On June 1, 2010, the Fund’s former Class I shares were reorganized into Class Y shares.
 
         
    Institutional Class
    June 1, 2010
    (Commencement of
    operations) to
    August 31, 2010
 
Net asset value, beginning of the period
  $ 16.48  
 
Net investment income(a)
    0.05  
 
Net realized and unrealized gain (loss)
    (0.39 )
 
Total from investment operations
    (0.34 )
 
Less:
 
       
Distributions from net investment income
    0.06  
 
Net asset value, end of the period
  $ 16.08  
 
Total return(b)
    (2.05 )%
 
Net assets at end of the period (in millions)
  $ 41.9  
 
Ratio of expenses to average net assets
    0.45 %(c)
 
Ratio of net investment income to average net assets
    1.31 %(c)
 
Portfolio turnover(d)
    23 %
 
(a) Based on average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $26,846.
(d) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
19        Invesco Van Kampen Growth and Income Fund


Table of Contents

Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen Growth and Income Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from November 30 to August 31.
  Prior to June 1, 2010, the Fund operated as Van Kampen Growth and Income Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010 (The “Reorganization Date”) through the transfer of all its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C, Class R and Class I shares received Class A, Class B, Class C, Class R and Class Y shares, respectively, of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is income and long-term growth of capital.
  The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
 
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    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a
 
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futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
J. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $150 million
    0 .50%
 
Next $100 million
    0 .45%
 
Next $100 million
    0 .40%
 
Over $350 million
    0 .35%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $11,691,295 and $19,805,045 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets for the period December 1, 2009 to May 31, 2010 and for the year ended November 30, 2009, respectively.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization Date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 0.88%, 1.63%, 1.63%, 1.13%, 0.63% and 0.63% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the period ended August 31, 2010, the Adviser waived advisory fees of $37,948.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $191,440 and $393,900 to VKII for the period December 1, 2009 to May 31, 2010 and the year ended November 30, 2009, respectively. For the period ended August 31, 2010 and the year ended November 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $2,321,990 for providing such
 
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services. Prior to the Reorganization, the Acquired Fund paid $1,165,909 and $2,576,300 to Van Kampen Investor Services Inc., which served as the Acquired Fund’s transfer agent, for the period December 1, 2009 to May 31, 2010 and for the year ended November 30, 2009, respectively. For the period ended August 31, 2010 and the year ended November 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares, Class C shares and Class R shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets, up to 1.00% each of Class B and Class C average daily net assets and up to 0.50% of Class R average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B, Class C and Class R shares. Pursuant to such agreements, the Acquired Fund paid $8,430,568 and $14,039,628 to VKFI for the period December 1, 2009 to May 31, 2010 and the year ended November 30, 2009, respectively.
  For the period ended August 31, 2010 and the year ended November 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $72,122 in front-end sales commissions from the sale of Class A shares and $254, $70,416 and $4,785 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period December 1, 2009 to May 31, 2010, VKFI retained $312,596 in front-end sales commissions from the sale of Class A shares and $154,696, for CDSC imposed on redemptions by shareholders. For the year ended November 30, 2009, VKFI retained $638,500 in front-end sales commissions from the sale of Class A shares and $397,300, for CDSC imposed on redemptions by shareholders.
  The Acquired Fund paid brokerage commissions to Morgan Stanley & Co., Inc., an affiliate of Van Kampen, totaling $59,370 and $252,320 for the period December 1, 2009 to May 31, 2010 and the year ended November 31, 2009, respectively.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
  Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. For the period December 1, 2009 to May 31, 2010, the Acquired Fund recognized expenses of $42,545 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund. For the year ended November 30, 2009, the Acquired Fund recognized expenses of $359,300 representing legal services provided by Skadden.
 
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NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Nine Months Ended August 31, 2010 and the Years Ended November 30, 2009 and 2008:
 
                         
    August 31,
  November 30,
  November 30,
    2010   2009   2008
 
Ordinary income
  $ 66,364,063     $ 97,019,083     $ 254,363,995  
 
Long-term capital gain
    -0-       -0-       355,226,102  
 
Total distributions
  $ 66,364,063     $ 97,019,083     $ 609,590,097  
 
 
Tax Components of Net Assets at Period-End:
 
         
    August 31,
    2010
 
Undistributed ordinary income
  $ 8,255,246  
 
Net unrealized appreciation — investments
    (281,556,800 )
 
Capital loss carryforward
    (731,993,141 )
 
Shares of beneficial interest
    6,999,019,079  
 
Total net assets
  $ 5,993,724,384  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $226,072,730 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 731,993,141  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund from December 1, 2009 to August 31, 2010 was $1,471,849,433 and $1,449,771,240, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 288,204,656  
 
Aggregate unrealized (depreciation) of investment securities
    (569,761,456 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (281,556,800 )
 
Cost of investments for tax purposes is $6,261,367,733.
 
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NOTE 8—Share Information
 
 
                                                 
    For the
  For the
  For the
    nine months ended
  year ended
  year ended
    August 31, 2010(a)   November 30, 2009   November 30, 2008
    Shares   Value   Shares   Value   Shares   Value
 
Sales:
                                               
Class A
    40,694,820(b )   $ 707,176,618(b )     57,927,682     $ 807,430,785       57,825,716     $ 1,072,657,142  
 
Class B
    934,228       16,167,953       2,148,011       29,667,060       2,086,418       38,343,527  
 
Class C
    1,252,711       21,780,200       2,037,857       28,300,443       2,193,348       39,846,518  
 
Class R
    2,423,181       42,296,238       2,343,353       33,092,151       1,987,366       37,408,947  
 
Class Y
    29,182,798       503,102,992       27,202,880       396,177,523       30,477,708       556,458,063  
 
Institutional Class
    2,638,781       43,251,096       -0-       -0-       -0-       -0-  
 
Total sales
    77,126,519     $ 1,333,775,097       91,659,783     $ 1,294,667,962       94,570,556     $ 1,744,714,197  
 
Dividend reinvestment:
                                               
Class A
    2,544,181     $ 43,649,414       4,949,122     $ 66,221,754       20,369,092     $ 426,114,201  
 
Class B
    154,168       2,633,398       411,733       5,438,004       1,992,302       41,462,405  
 
Class C
    69,351       1,190,861       192,064       2,487,495       1,203,882       25,238,374  
 
Class R
    50,681       870,627       82,308       1,099,777       342,385       7,176,954  
 
Class Y
    714,655       12,230,024       956,393       12,847,279       2,927,711       60,892,232  
 
Institutional Class
    3       38       -0-       -0-       -0-       -0-  
 
Total dividend reinvestment
    3,533,039     $ 60,574,362       6,591,620     $ 88,094,309       26,835,372     $ 560,884,166  
 
Repurchases:
                                               
Class A
    (48,110,313 )   $ (830,378,096 )     (119,809,171 )   $ (1,551,828,446 )     (102,710,778 )   $ (1,871,333,672 )
 
Class B
    (5,374,410 )(b)     (92,459,113 )(b)     (10,314,145 )     (141,793,426 )     (11,976,603 )     (217,887,951 )
 
Class C
    (2,985,220 )     (51,124,902 )     (5,586,391 )     (76,216,147 )     (7,702,168 )     (139,886,709 )
 
Class R
    (1,113,115 )     (19,245,650 )     (1,842,190 )     (26,169,909 )     (2,838,704 )     (51,093,200 )
 
Class Y
    (18,516,612 )     (315,105,691 )     (25,304,022 )     (349,669,633 )     (24,704,188 )     (440,640,720 )
 
Institutional Class
    (35,194 )     (592,095 )     -0-       -0-       -0-       -0-  
 
Total repurchases
    (76,134,864 )   $ (1,308,905,547 )     (162,855,919 )   $ (2,145,677,561 )     (149,932,441 )   $ (2,720,842,252 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 21% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. In addition, 1% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are mutual funds that are advised by Invesco.
(b) Includes automatic conversion of 1,668,282 Class B shares into 1,654,934 Class A shares at a value of $28,323,179.
 
  Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 9—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen Growth and Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen Growth and Income Fund (formerly known as Van Kampen Growth and Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended November 30, 2009 and prior were audited by other independent auditors whose report dated January 22, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account values and expenses of the Institutional Class shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010, through August 31, 2010. The actual ending account value and expenses of the Institutional Class shares in the example below are based on an investment of $1,000 invested as of close of business June 1, 2010 (commencement date) and held through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business June 1, 2010 through August 31, 2010 for the Institutional Class shares). Because the actual ending account value and expense information in the example is not based upon a six month period for the Institutional Class shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period 3     Ratio 4
A
    $ 1,000.00       $ 929.27       $ 3.89       $ 1,021.17       $ 4.08         0.80 %
                                                             
B
      1,000.00         928.40         4.67         1,020.37         4.89         0.96  
                                                             
C
      1,000.00         926.18         7.53         1,017.39         7.88         1.55  
                                                             
R
      1,000.00         928.66         5.10         1,019.91         5.35         1.05  
                                                             
Y
      1,000.00         931.06         2.68         1,022.43         2.80         0.55  
                                                             
Institutional
      1,000.00         979.50         1.11         1,022.94         2.29         0.45  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010, through August 31, 2010 (as of close of business June 1, 2010 through August 31, 2010 for the Institutional Class shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year. For the Institutional Class shares actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 91 (as of close of business June 1, 2010 through August 31, 2010)/365. Because the Institutional Class shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.
3  Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in the Institutional Class shares of the Fund and other funds because such data is based on a full six month period.
4  The Class B expense ratio reflects actual 12b-1 fees of less than 1%.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen Growth and Income Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers, the Affiliated Sub-Advisers and the MS Sub-Adviser under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed the information provided differently than another Trustee.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these
 
28        Invesco Van Kampen Growth and Income Fund


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services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
 
  VK-GRI-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Van Kampen Pennsylvania
Tax Free Income Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
13
  Financial Statements
16
  Financial Highlights
19
  Notes to Financial Statements
26
  Auditor’s Report
27
  Fund Expenses
28
  Approval of Investment Advisory and Sub-Advisory Agreements
30
  Tax Information
31
  Results of Proxy
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders

(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have Specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
      First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- BRUCE L. CROCKETT
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
All share classes of Invesco Van Kampen Pennsylvania Tax Free Income Fund at net asset value (NAV) posted positive returns during the 11-month reporting period ended August 31, 2010. The Fund’s Class A shares at NAV outperformed both the Fund’s broad market benchmark, the Barclays Capital Municipal Bond Index, and the Fund’s style-Specific index, the Barclays Capital Pennsylvania Municipal Index. The Fund’s focus on the long-end of the yield curve, and overweight positions in lower quality securities as well as non-rated securities were the main contributors to relative outperformance versus the Barclays Capital Pennsylvania Municipal Index.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 9/30/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    6.74 %
 
Class B Shares
    6.27  
 
Class C Shares
    6.01  
 
Class Y Shares*
    6.87  
 
Barclays Capital Municipal Bond Index (Broad Market Index)
    5.97  
 
Barclays Capital Pennsylvania Municipal Index (Style-Specific Index)
    5.96  
 
  Lipper Inc.: Invesco, Barclays Capital
*   Share class incepted during reporting period. For detailed explanation of Fund performance, see page 7.

 
How we invest
Our investment objective is to provide only Pennsylvania investors with a high level of current income exempt from federal and Pennsylvania state income taxes and, where possible under local law, local income and personal property taxes, through investments primarily in a varied portfolio of medium- and lower grade municipal securities.
     We seek to invest primarily in medium- and lower grade securities; however, at times the market conditions in the Pennsylvania municipal markets may be such that the Fund may invest in higher grade securities. The Fund’s investment in medium- and lower grade securities involves special risks as compared to investment in higher grade securities. Lower grade securities are commonly
referred to as junk bonds and involve greater risks than investments in higher grade securities. We generally do not purchase securities that are in default or rated in categories lower than B- by Standard and Poor’s (S&P) or B3 by Moody’s Investors Service, Inc. (Moody’s) or unrated securities of comparable quality. Under normal market conditions, the Fund may invest up to 20% of its total assets in municipal securities that are subject to the federal alternative minimum tax.
     We actively manage the Fund’s portfolio and adjust the average maturity of portfolio investments based upon expectations about the direction of interest rates and other economic factors. We select securities which we believe offer higher yields with reasonable credit risk considered in relation to


the investment policies of the Fund. In selecting securities for investment, we use our research capabilities to assess potential investments and consider a number of factors, including general market and economic conditions and credit, interest rate and prepayment risks.
     Portfolio securities are typically sold when our assessment of any of these factors materially change. At times, the market conditions in the Pennsylvania municipal securities markets may be such that we may invest in higher grade securities. These investments may lessen the decline in the NAV of the Fund but also may affect the amount of current income since yields on higher grade securities are usually lower than yields on medium- or lower grade securities. As a result, we will not necessarily invest in the highest yielding Pennsylvania municipal securities permitted by our investment policies depending on market conditions or if we determine that market risks or credit risks associated with such investments would subject the Fund’s portfolio to undue risk.
 
Market conditions and your Fund
Market conditions during the 11-month period covered in this report were influenced by two broad themes: private sector recovery and concerns over sovereign creditworthiness. In the U.S. and most of the developed world, a gradual and somewhat lackluster recovery continued, with central banks keeping interest rates at extremely low levels and with few of them withdrawing their quantitative easing measures. This has helped private sector companies improve their balance sheets and earnings following the global financial crisis that began to dissipate in early 2009. Recently, however, investor skepticism of global governments’


 
Portfolio Composition
By credit quality, based on total investments
         
AAA
    17.5 %
 
AA
    13.9  
 
A
    19.1  
 
BBB
    19.5  
 
BB
    0.3  
 
Non-Rated
    29.7  
 
Top 5 Sectors*
         
 1. Hospital
    19.2 %
 
 2. Higher Education
    12.1  
 
 3. Life Care
    9.5  
 
 4. General Purpose
    8.1  
 
 5. Public Buildings
    8.1  
 
Total Net Assets   $157.3 million
     
Total Number of Holdings*   120
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.
  Source: Standard and Poor’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice. “Non-Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Standard and Poor’s rating methodology, please visit www.standardandpoors.com and select ‘Understanding Ratings’ under Rating Resources on the homepage.


4   Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

abilities to retire huge amounts of debt without affecting economic growth rates caused sovereign debt distress (especially for Greece and other southern euro zone countries) and became a focal point of investor concern in the first half of 2010.
     In the U.S., economic recovery was present, although uneven and possibly slowing, as stubbornly high unemployment continued to weigh on the U.S. economy.1 Real gross domestic product (GDP), the broadest measure of overall U.S. economic activity, increased at an annual rate of 1.7% in the second quarter of 2010.1 In the first quarter, real GDP increased 3.7%.1 The U.S. Federal Reserve (the Fed) maintained a very accommodative monetary policy throughout the period, with the federal funds target rate unchanged in its range of zero to 0.25%.2 The Fed recently described its view of the U.S. economy: “Financial conditions have become less supportive of economic growth on balance, largely reflecting developments abroad.”2 Consequently, it was widely expected that the Fed would continue to keep rates low for an extended period.
     Sector performance was driven by quality spread tightening, largely a result of continued flows into the municipal market combined with less tax-exempt issuance. As a result, BBB-rated and lower credit quality sectors outperformed. Fund inflows continued to remain strong after an exceptional 2009. In addition, year-to-date issuance through the reporting period was about 1.5% ahead of last year’s pace: $261.0 billion versus 257.3 billion.4 However, approximately 30% of supply since the beginning of the year was in the form of taxable Build America Bonds.4
     Historically, the state of Pennsylvania has a record of good financial management and budgetary balances over the years with a well-controlled debt position.
      With the slowdown in the economy, the state faces challenges due to its below average income and a continuing loss of manufacturing jobs. State officials have said they will not meet payments due December 15 on $35.0 million in incinerator bonds.4
     Pennsylvania was also dealing with dwindling economic stimulus funds from the federal government, forcing the state to find additional areas to cut expenses. We will continue to monitor its economic health and look for opportunities in more stable sectors within the state.
      The Fund generated positive absolute and relative returns for the reporting period. In terms of yield curve positioning, a focus on the long-end of the curve contributed to returns relative to the Barclays Capital Pennsylvania Municipal Index, as this part of the curve generated the highest returns over the period.
     As discussed earlier, during the reporting period, lower rated tax-exempt bonds experienced greater price increases relative to higher quality issues. An overweight exposure to BBB and non-rated bonds was a positive contributor to relative and absolute returns.
     At a sector level, the Fund’s underweight in the tax-supported sector, Specifically state general obligation bonds, was the primary detractor on a relative basis. At the industry level, we were overweight in the life care sector, which contributed to positive relative returns. However, we continued to monitor the health care sector in light of recent health care reform, and we continued to diversify out of the sector by selling weaker issuers on analyst recommendations, including swapping deep discount hospital bonds for new issue higher coupon bonds and university revenue bonds.
     Our overweight exposure to industrial development revenue/pollution control revenue bonds also contributed to relative performance during the period.
     As noted earlier, the Fund seeks to invest primarily in medium- and lower grade securities; however, at times, conditions in the Pennsylvania municipal markets may be such that the Fund may invest in higher grade securities. During the reporting period, we invested in higher grade securities because of a relatively low supply of lower and medium-grade securities.
     We use inverse floating rate securities in Invesco Pennsylvania Tax Free Income Fund to help manage duration, yield curve exposure and credit exposure, and to potentially enhance yield. Over the reporting period, the exposure to inverse floaters within the fund contributed positively to Fund return.
     Thank you for investing in Invesco Van Kampen Pennsylvania Tax Free Income Fund and for sharing our long-term investment horizon.
1 Bureau of Economic Analysis
2 U.S. Federal Reserve
3 Morningstar Direct
4 Barclays Capital
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF MARK PARIS)
Mark Paris
Portfolio manager, is manager of Invesco Van Kampen Pennsylvania Tax Free Income Fund. Mr. Paris joined Invesco in 2010. He earned a B.B.A. in finance from the City University of New York.
(PHOTO OF JULIUS WILLIAMS)
Julius Williams
Portfolio manager, is manager of Invesco Van Kampen Pennsylvania Tax Free Income Fund. Mr. Williams joined Invesco in 2010. Mr. Williams earned a B.A. in economics and sociology and an M.E. in educational psychology from the University of Virginia.
(PHOTO OF ROBERT WIMMEL)
Robert Wimmel
Portfolio manager, is manager of Invesco Van Kampen Pennsylvania Tax Free Income Fund. Mr. Wimmel joined Invesco in 2010. Mr. Wimmel earned a B.A. in anthropology from the University of Cincinnati and an M.A. in economics from the University of Illinois, Chicago.


5   Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment — Oldest Share Class since Inception
Index data from 4/30/87, Fund data from 5/1/87
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not.
Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the
one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


6   Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable
sales charges
         
Class A Shares
       
 
Inception (5/1/87)
    5.96 %
 
10 Years
    3.79  
 
5 Years
    2.15  
 
1 Year
    6.89  
 
 
       
Class B Shares
       
 
Inception (5/3/93)
    4.22 %
 
10 Years
    3.69  
 
5 Years
    2.23  
 
1 Year
    6.74  
 
 
       
Class C Shares
       
 
Inception (8/13/93)
    3.67 %
 
10 Years
    3.55  
 
5 Years
    2.38  
 
1 Year
    10.38  
 
 
       
Class Y Shares
       
 
10 Years
    4.31 %
 
5 Years
    3.18  
 
1 Year
    12.37  
Effective June 1, 2010, Class A, Class B and Class C shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B and Class C shares, respectively, of Invesco Van Kampen Pennsylvania Tax Free Income Fund. Returns shown above for Class A, Class B and Class C shares are blended returns of the predecessor fund and Invesco Van Kampen Pennsylvania Tax Free Income Fund. Share class returns will differ from the predecessor fund because of different expenses.
     Class Y shares incepted on June 1, 2010. Performance shown prior to that date is that of the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
         
Class A Shares
       
 
Inception (5/1/87)
    5.85 %
 
10 Years
    3.76  
 
5 Years
    1.59  
 
1 Year
    7.90  
 
 
       
Class B Shares
       
 
Inception (5/3/93)
    4.07 %
 
10 Years
    3.63  
 
5 Years
    1.65  
 
1 Year
    7.84  
 
 
       
Class C Shares
       
 
Inception (8/13/93)
    3.51 %
 
10 Years
    3.51  
 
5 Years
    1.82  
 
1 Year
    11.40  
 
 
       
Class Y Shares
       
 
10 Years
    4.27 %
 
5 Years
    2.59  
 
1 Year
    13.28  
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.18%, 1.93%, 1.93% and 0.93%, respectively. The expense ratios presented above may vary from the expense ratios
presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 4.75% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 4% at the time of purchase to 0% at the beginning of the seventh year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.


     
 
   
7
  Invesco Van Kampen Pennsylvania Tax Free Income Fund

 


Table of Contents

 
Invesco Van Kampen Pennsylvania Tax Free Income Fund’s investment objective is to provide only Pennsylvania investors with a high level of current income exempt from federal and Pennsylvania state income taxes and, where possible under local law, local income and personal property taxes, through investment primarily in a varied portfolio of medium- and lower-grade municipal securities.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   Under normal market conditions, the Fund invests primarily in municipal securities. The yields of municipal securities may move differently and adversely compared to the yields of the overall debt securities markets. The Fund may invest up to 20% of its total assets in municipal securities subject to the federal alternative minimum tax. There could be changes in applicable tax laws or tax treatments that adversely affect the current federal or state tax status of municipal securities.
 
n   The Fund is more susceptible to political, economic, regulatory or other factors affecting issuers of Pennsylvania municipal securities than a fund that does not limit its investments to such issuers.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
n   Credit risk refers to an issuer’s ability to make timely payments of interest and principal. Credit risk should be low for the Fund because it invests substantially all of its assets in insured municipal securities. In the event that the insurers of the Fund’s insured municipal securities are downgraded in their claims-paying abilities by a nationally recognized statistical rating organization, the Fund would be subject to potential market value declines and increased credit risk on the municipal securities insured by such insurer.
 
n   The income you receive from the Fund is based primarily on prevailing interest rates, which can vary widely over the short-and long-term. If interest rates drop, your income from the Fund may drop as well.
 
n   If interest rates fall, it is possible that issuers of callable securities held by the Fund will call or prepay their securities before their maturity dates. In this event, the proceeds from the called securities would most likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Funds’ income and distributions to shareholders and termination of any conversion option on convertible securities.
 
About indexes used in this report
n   The Barclays Capital Municipal Bond Index is an unmanaged index considered representative of the tax-exempt bond market.
 
n   The Barclays Capital Pennsylvania Municipal Index tracks the performance of Pennsylvania issued municipal bonds rated at least Baa or BBB by Moody’s or S&P, respectively, with maturities greater than 2 years.
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   VKMPX
Class B Shares   VKPAX
Class C Shares   VKPCX
Class Y Shares   VKPYX


8   Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Municipal Bonds–100.1%
 
                       
 
Pennsylvania–93.1%
 
                       
Allegheny Cnty, PA Higher Ed Bldg Auth Univ Rev Duquesne Univ Proj Rfdg (AMBAC Insd)
    5.500 %     03/01/20     $ 1,750     $ 1,994,212  
 
Allegheny Cnty, PA Higher Ed Bldg Auth Univ Rev Robert Morris Univ, Ser A
    6.000 %     10/15/38       1,000       1,032,330  
 
Allegheny Cnty, PA Hosp Dev Auth Rev Hlth Sys, Ser A
    5.375 %     11/15/40       750       573,345  
 
Allegheny Cnty, PA Hosp Dev Auth Rev OH Vly Gen Hosp Proj, Ser A
    5.000 %     04/01/25       1,600       1,508,912  
 
Allegheny Cnty, PA Hosp Dev Auth Rev Univ Pittsburgh Med
    5.625 %     08/15/39       1,250       1,315,950  
 
Allegheny Cnty, PA Indl Dev Auth Lease Rev (AMT)
    6.625 %     09/01/24       980       884,107  
 
Allegheny Cnty, PA Indl Dev Auth Lease Rev Residential Res Inc Proj
    5.100 %     09/01/26       980       928,658  
 
Allegheny Cnty, PA Port Auth Transn (NATL Insd)
    5.500 %     03/01/16       1,000       1,028,860  
 
Allegheny Cnty, PA Port Auth Transn (NATL Insd)
    5.500 %     03/01/17       1,000       1,028,860  
 
Allegheny Cnty, PA Redev Auth Pittsburgh Mills Proj
    5.600 %     07/01/23       1,220       1,186,206  
 
Allegheny Cnty, PA Residential Fin Auth Mtg Rev Single Family, Ser TT (GNMA Collateralized) (AMT)
    5.000 %     05/01/35       1,155       1,178,319  
 
Allegheny Cnty, PA, Ser C-61 (AGL Insd)
    5.000 %     12/01/33       1,000       1,075,810  
 
Allegheny Valley, PA Sch Dist, Ser A (NATL Insd)
    5.000 %     11/01/28       1,500       1,573,395  
 
Beaver Cnty, PA (AGM Insd)
    5.550 %     11/15/31       1,390       1,537,646  
 
Berks Cnty, PA Indl Dev Auth First Mtg Rev One Douglassville Proj Rfdg, Ser A (AMT)
    6.125 %     11/01/34       490       427,006  
 
Berks Cnty, PA Muni Auth College Albright College Proj
    5.500 %     10/01/18       1,895       1,899,700  
 
Bethlehem, PA Area Sch Dist (AGM Insd)
    5.250 %     01/15/26       1,000       1,112,970  
 
Bucks Cnty, PA Indl Dev Auth Ann’s Choice Inc Fac, Ser A
    5.900 %     01/01/27       1,000       1,000,240  
 
Bucks Cnty, PA Indl Dev Auth Ann’s Choice Inc Fac, Ser A
    6.125 %     01/01/25       1,500       1,520,325  
 
Bucks Cnty, PA Indl Dev Auth Rev Lutheran Cmnty Telford Ctr
    5.750 %     01/01/37       2,000       1,700,980  
 
Centre Cnty, PA Hosp Auth Rev Hosp Mt Nittany Med Ctr Proj (AGL Insd)
    6.125 %     11/15/39       1,000       1,058,650  
 
Chartiers Valley, PA Indl & Coml Dev Auth First Mtg Rev Asbury Hlth Ctr Proj Rfdg
    5.250 %     12/01/15       500       504,405  
 
Chartiers Valley, PA Indl & Coml Dev Auth First Mtg Rev Asbury Hlth Ctr Proj Rfdg
    5.750 %     12/01/22       900       912,150  
 
Coatesville, PA Sch Dist (AGM Insd)
    5.000 %     08/15/30       850       941,681  
 
Cumberland Cnty, PA Muni Auth Rev Diakon Lutheran Ministries Proj
    5.000 %     01/01/36       1,000       921,760  
 
Cumberland Cnty, PA Muni Auth Rev Messiah Vlg Proj, Ser A
    5.625 %     07/01/28       1,000       967,680  
 
Dauphin Cnty, PA Gen Auth Hlth Sys Rev Pinnacle Hlth Sys Proj, Ser A
    6.000 %     06/01/36       2,215       2,375,100  
 
Dauphin Cnty, PA Gen Auth Rev Office & Pkg Riverfront Office
    6.000 %     01/01/25       1,200       1,014,576  
 
Delaware Cnty, PA Auth College Rev Cabrini College (Radian Insd)
    5.750 %     07/01/23       220       220,222  
 
Delaware Cnty, PA Auth College Rev Haverford College
    5.000 %     11/15/40       500       544,690  
 
Delaware Cnty, PA Auth College Rev Neumann College
    6.250 %     10/01/38       500       542,845  
 
Delaware Cnty, PA Auth College Rev Neumann College Rfdg
    6.000 %     10/01/31       1,500       1,519,020  
 
Delaware Cnty, PA Indl Dev Auth Rev Wtr Fac Aqua PA Inc Proj, Ser A (NATL Insd) (AMT)
    5.000 %     11/01/38       1,500       1,528,260  
 
Delaware Cnty, PA Indl Dev Auth Rev Wtr Fac Philadelphia Subn Wtr (AMBAC Insd) (AMT)
    5.350 %     10/01/31       2,500       2,546,925  
 
Delaware Riv Port Auth PA & NJ Rev, Ser D
    5.000 %     01/01/40       1,000       1,048,590  
 
Delaware Vly, PA Regl Fin Auth Loc Govt Rev
    5.750 %     07/01/17       3,535       4,035,238  
 
Delaware Vly, PA Regl Fin Auth Loc Govt Rev
    5.750 %     07/01/32       2,000       2,271,300  
 
Erie, PA Higher Ed Bldg Auth College Rev Mercyhurst College
    5.500 %     03/15/38       500       514,705  
 
Erie, PA Higher Ed Bldg Auth College Rev Mercyhurst College Proj Rfdg, Ser B
    5.000 %     03/15/23       1,000       1,031,010  
 
Greensburg Salem, PA Sch Dist Rfdg (NATL Insd)
    5.375 %     09/15/17       1,415       1,538,006  
 
Harrisburg, PA Auth Wtr Rev Rfdg
    5.250 %     07/15/31       1,000       1,023,560  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Pennsylvania–(continued)
 
                       
                                 
Lancaster Cnty, PA Hosp Auth Rev Hlth Ctr Saint Annes Home
    6.600 %     04/01/24     $ 1,000     $ 990,570  
 
Lebanon Cnty, PA Hlth Fac Pleasant View Retirement, Ser A
    5.300 %     12/15/26       1,000       966,060  
 
Lehigh Cnty, PA Gen Purp Auth Rev Hosp Saint Lukes Bethlehem (Prerefunded @ 08/15/13)
    5.250 %     08/15/23       1,980       2,254,646  
 
Lehigh Cnty, PA Gen Purp Auth Rev Kidspeace Oblig Group Rfdg
    6.000 %     11/01/23       1,760       1,356,590  
 
Lehigh Cnty, PA Indl Dev Auth Hlth Fac Rev Lifepath Inc Proj
    6.300 %     06/01/28       1,085       879,859  
 
Lycoming Cnty, PA Auth Hlth Sys Rev Susquehanna Hlth Sys Proj, Ser A
    5.750 %     07/01/39       1,250       1,295,412  
 
Mercer Cnty, PA (NATL Insd)
    5.500 %     10/01/17       1,095       1,152,356  
 
Mifflin Cnty, PA Hosp Auth (Radian Insd) (Prerefunded @ 01/01/11)
    6.200 %     07/01/25       1,500       1,544,670  
 
Monroe Cnty, PA Hosp Auth Rev Hosp Pocono Med Ctr
    5.125 %     01/01/37       1,500       1,511,580  
 
Monroe Cnty, PA Hosp Auth Rev Hosp Pocono Med Ctr (Prerefunded @ 01/01/14)
    6.000 %     01/01/43       1,000       1,174,850  
 
Montgomery Cnty, PA Higher Ed & Hlth Auth Hosp Rev Abington Mem Hosp, Ser A
    5.125 %     06/01/32       2,100       2,119,929  
 
Montgomery Cnty, PA Higher Ed & Hlth Auth Rev Hlthcare Holy Redeemer Hlth, Ser A (AMBAC Insd)
    5.250 %     10/01/17       1,000       1,000,470  
 
Montgomery Cnty, PA Indl Dev Auth Retirement Cmnty Rev Acts Retirement Life Cmnty, Ser A-1
    6.250 %     11/15/29       1,000       1,082,790  
 
Montgomery Cnty, PA Indl Dev Auth Rev Mtg Whitemarsh Cmnty Proj
    7.000 %     02/01/36       500       467,150  
 
Montgomery Cnty, PA Indl Dev Auth Rev Mtg Whitemarsh Cont Care Proj
    6.125 %     02/01/28       1,100       969,716  
 
Montgomery Cnty, PA Indl Dev Auth Rev Mtg Whitemarsh Cont Care Proj
    6.250 %     02/01/35       880       750,112  
 
Mount Lebanon, PA Hosp Auth Saint Clair Mem Hosp, Ser A
    5.625 %     07/01/32       2,000       2,022,880  
 
Northampton Cnty, PA Gen Purp Auth Hosp Rev Saint Lukes Hosp Proj, Ser A
    5.500 %     08/15/35       1,000       1,029,160  
 
Northampton Cnty, PA Gen Purp Auth Hosp Rev Saint Lukes Hosp Proj, Ser C(a)
    4.500 %     08/15/32       500       518,705  
 
Northampton Cnty, PA Gen Purp Auth Rev Higher Ed Lehigh Univ
    5.500 %     11/15/33       1,000       1,123,760  
 
Pennsylvania Econ Dev Fin Auth Exempt Fac Rev Reliant Energy, Ser B (AMT)
    6.750 %     12/01/36       1,250       1,296,575  
 
Pennsylvania Econ Dev Fin Auth Exempt Fac Rev Var Allegheny Energy Supply Co
    7.000 %     07/15/39       1,830       2,098,022  
 
Pennsylvania Econ Dev Fin Auth Res Recovery Rev Colver Proj Rfdg, Ser G (AMT)
    5.125 %     12/01/15       800       774,208  
 
Pennsylvania Econ Dev Fin Auth Sew Sludge Disp Rev Philadelphia Bio Solids Fac
    6.250 %     01/01/32       1,000       1,082,930  
 
Pennsylvania Econ Dev Fin Auth Solid Waste Disp Rev Waste Mgmt Inc Proj, Ser A (AMT)
    5.100 %     10/01/27       1,150       1,164,605  
 
Pennsylvania St Higher Ed Fac Auth Rev Edinboro Univ
    6.000 %     07/01/43       500       521,065  
 
Pennsylvania St Higher Ed Fac Auth Rev La Salle Univ
    5.500 %     05/01/34       1,500       1,514,295  
 
Pennsylvania St Higher Ed Fac Auth Rev Thomas Jefferson Univ
    5.375 %     01/01/25       645       670,884  
 
Pennsylvania St Higher Ed Fac Auth Rev Thomas Jefferson Univ
    5.500 %     01/01/19       355       376,531  
 
Pennsylvania St Higher Ed Fac Auth Rev Trustees Univ PA, Ser C(b)
    5.000 %     07/15/38       4,700       4,921,887  
 
Pennsylvania St Higher Ed Fac Auth Rev UPMC Hlth Sys, Ser A (Prerefunded @ 01/15/11)
    6.000 %     01/15/31       365       376,476  
 
Pennsylvania St Tpk Commn Tpk Rev Cap Apprec Motor License Spl, Ser A-2(c)
    0.000/5.500 %     12/01/34       750       592,125  
 
Pennsylvania St Tpk Commn Tpk Rev Cap Apprec Sub, Ser E(c)
    0.000/6.375 %     12/01/38       1,435       1,091,246  
 
Pennsylvania St Tpk Commn Tpk Rev Conv Cap Apprec Sub, Ser C (AGM Insd)(c)
    0.000/6.250 %     06/01/33       2,000       1,626,340  
 
Pennsylvania St Tpk Commn Tpk Rev Spl Motor License Fd, Ser A-1
    5.000 %     12/01/38       500       535,715  
 
Pennsylvania St Tpk Commn Tpk Rev Subser B-1
    5.500 %     06/01/33       1,000       1,077,630  
 
Philadelphia, PA Arpt Rev, Ser A (NATL Insd) (AMT)
    5.000 %     06/15/25       1,000       1,025,370  
 
Philadelphia, PA Auth For Indl Dev Rev Coml Dev Rfdg (AMT)
    7.750 %     12/01/17       2,505       2,508,457  
 
Philadelphia, PA Auth For Indl Dev Rev Mast Charter Sch
    6.000 %     08/01/35       700       725,900  
 
Philadelphia, PA Auth For Indl Dev Rev Please Touch Museum Proj
    5.250 %     09/01/31       2,750       2,505,580  
 
Philadelphia, PA Auth For Indl Dev Rev Please Touch Museum Proj
    5.250 %     09/01/36       1,000       883,960  
 
Philadelphia, PA Auth For Indl Dev Rev, Ser A
    5.500 %     09/15/37       1,235       1,138,942  
 
Philadelphia, PA Hosp & Higher Ed Fac Auth Rev Chester JHS, Ser B
    5.000 %     05/15/40       850       872,295  
 
Philadelphia, PA Muni Auth Rev Muni Svcs Bldg Lease Cap Apprec (AGM Insd)
    *       03/15/11       3,750       3,729,150  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

                                 
            Par
   
            Amount
   
    Coupon   Maturity   (000)   Value
 
 
Pennsylvania–(continued)
 
                       
                                 
Philadelphia, PA Muni Auth Rev Muni Svcs Bldg Lease Cap Apprec (AGM Insd)
    *       03/15/12     $ 3,775     $ 3,700,859  
 
Philadelphia, PA Muni Auth Rev Muni Svcs Bldg Lease Cap Apprec (AGM Insd)
    *       03/15/13       4,400       4,229,588  
 
Philadelphia, PA Rfdg, Ser A (AGL Insd)
    5.500 %     08/01/24       2,000       2,306,540  
 
Philadelphia, PA Sch Dist Rfdg, Ser D
    5.000 %     09/01/18       1,490       1,708,538  
 
Philadelphia, PA Sch Dist, Ser E (BHAC Insd)
    5.125 %     09/01/23       1,500       1,707,150  
 
Philadelphia, PA Wtr & Wastewtr Rev, Ser C (AGM Insd)
    5.000 %     08/01/35       1,250       1,324,138  
 
Pittsburgh & Allegheny Cnty, PA Sports & Exhib Auth Regl Asset Dist Ref (AGM Insd)(d)
    5.000 %     02/01/31       1,000       1,060,140  
 
Saint Mary Hosp Auth PA Hlth Sys Rev, Ser B (Prerefunded @ 11/15/14)
    5.375 %     11/15/34       2,250       2,642,985  
 
State Pub Sch Bldg Auth PA Sch Rev Harrisburg Sch Dist Proj, Ser A (AGL Insd)
    5.000 %     11/15/33       1,000       1,071,710  
 
Sto-Rox Sch Dist PA (NATL Insd) (Prerefunded @ 12/15/10)
    5.800 %     06/15/30       2,000       2,032,060  
 
Susquehanna Area Regl Arpt Auth PA Arpt Sys Rev, Ser A (AMBAC Insd) (AMT)
    5.500 %     01/01/19       2,500       2,573,900  
 
Susquehanna Area Regl Arpt Auth PA Arpt Sys Rev, Ser D
    5.375 %     01/01/18       2,350       2,201,527  
 
Upper Saint Clair Twp PA Sch Dist (AGM Insd)
    5.375 %     07/15/17       1,200       1,297,404  
 
Washington Cnty, PA Indl Dev Auth College Rev Washington Jefferson College
    5.250 %     11/01/30       500       539,680  
 
Washington Cnty, PA Redev Auth Rev Victory Ctr Proj Tanger, Ser A(a)
    5.450 %     07/01/35       1,495       1,382,142  
 
Washington Cnty, PA, Ser A (AMBAC Insd)
    5.125 %     09/01/27       2,150       2,199,794  
 
Washington Cnty, PA, Ser A (AMBAC Insd) (Prerefunded @ 09/01/12)
    5.125 %     09/01/27       350       383,264  
 
West Shore, PA Area Hosp Auth Holy Spirit Hosp Proj
    6.250 %     01/01/32       2,045       2,063,998  
 
Westmoreland Cnty, PA Indl Dev Auth Rev Retirement Cmnty Redstone, Ser A
    5.750 %     01/01/26       2,500       2,356,450  
 
Westmoreland Cnty, PA Indl Dev Auth Rev Retirement Cmnty Redstone, Ser A
    5.875 %     01/01/32       900       803,169  
 
                              146,474,693  
 
 
Guam–1.1%
 
                       
Guam Govt Ltd Oblig Rev Sect 30, Ser A
    5.750 %     12/01/34       1,250       1,317,700  
 
Guam Pwr Auth Rev, Ser A
    5.500 %     10/01/40       410       412,091  
 
                              1,729,791  
 
 
Puerto Rico–4.1%
 
                       
Puerto Rico Comwlth Infrastructure Fin Auth Spl Tax Rev Rfdg, Ser C (AMBAC Insd)
    5.500 %     07/01/27       600       664,992  
 
Puerto Rico Elec Pwr Auth Rev, Ser WW
    5.250 %     07/01/33       1,500       1,573,485  
 
Puerto Rico Elec Pwr Auth Rev, Ser WW
    5.500 %     07/01/21       1,000       1,130,460  
 
Puerto Rico Sales Tax Fin Corp Sales Tax Rev Cap Apprec, Ser A
    *       08/01/34       3,500       839,195  
 
Puerto Rico Sales Tax Fin Corp Sales Tax Rev Conv Cap Apprec, Ser A(c)
    0.000/6.250 %     08/01/33       1,065       747,363  
 
Puerto Rico Sales Tax Fin Corp Sales Tax Rev First Sub, Ser A
    5.375 %     08/01/39       470       496,461  
 
Puerto Rico Sales Tax Fin Corp Sales Tax Rev First Sub, Ser A (Prerefunded @ 08/01/11)(a)
    5.000 %     08/01/39       1,000       1,043,700  
 
                              6,495,656  
 
 
Virgin Islands–1.8%
 
                       
Virgin Islands Pub Fin Auth Rev Matching Fd Ln Diago, Ser A
    6.625 %     10/01/29       750       850,305  
 
Virgin Islands Pub Fin Auth Rev Sr Lien/Cap Proj, Ser A-1
    5.000 %     10/01/39       500       506,905  
 
Virgin Islands Wtr & Pwr Auth Elec Sys Rev, Ser A
    5.000 %     07/01/25       1,335       1,399,414  
 
                              2,756,624  
 
Total Long-Term Investments–100.1% (Cost $152,328,598)
                            157,456,764  
 
Total Short-Term Investments–2.8% (Cost $4,500,000)
                            4,500,000  
 
TOTAL INVESTMENTS–102.9% (Cost $156,828,598)
                            161,956,764  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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                Value
 
 
Liability for Floating Rate Note Obligations Related to Securities Held–(2.0%)
 
                       
(Cost ($3,135,000))
                               
$(3,135) Notes with an interest rate of 0.30% at August 31, 2010 and a contractual maturity of collateral of 2038 (See Note 1(K) in the Notes to Financial Statements)(e)
                          $ (3,135,000 )
 
Total Net Investments–100.9% (Cost $153,693,598)
                            158,821,764  
 
LIABILITIES IN EXCESS OF OTHER ASSETS–(0.9%)
                            (1,483,191 )
 
NET ASSETS–-100.0%
                          $ 157,338,573  
 
 
Investment Abbreviations:
 
     
AGL
  – Assured Guaranty Ltd.
AGM
  – Assured Guaranty Municipal Corp.
AMBAC
  – AMBAC Indemnity Corp.
AMT
  – Alternative Minimum Tax
BHAC
  – Berkshire Hathaway Assurance Corp.
GNMA
  – Government National Mortgage Association
NATL
  – National Public Finance Guarantee Corp.
Radian
  – Radian Asset Assurance
 
Notes to Schedule of Investments:
 
Percentages are calculated as a percentage of net assets.
* Zero coupon bond
(a) Variable Rate Coupon
(b) Underlying security related to Inverse Floaters entered into by the Fund. See Note 1(K) in the Notes to Financial Statements for further information.
(c) Security is a “step-up” bond where the coupon increases or steps up at a predetermined date.
(d) Security purchased on a when-issued or delayed delivery basis.
(e) Floating rate note obligations related to securities held. The interest rate shown reflects the rate in effect at August 31, 2010. At August 31, 2010, Fund investments with a value of $4,921,887 are held by the Dealer Trusts and serve as collateral for the $3,135,000 in floating rate note and dealer trust obligations outstanding at that date. Contractual maturities of the floating rate notes and interest rates in effect at August 31, 2010 are presented on the Schedule of Investments.
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value.
 
                                 
        Level 2   Level 3    
    Level 1   Other Significant
  Significant
   
Investments   Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Municipal Securities
  $     $ 161,956,764     $     $ 161,956,764  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $156,828,598)
  $ 161,956,764  
 
Receivables:
       
Interest
    1,917,631  
 
Fund shares sold
    68,980  
 
Investments sold
    20,000  
 
Other
    4,477  
 
Total assets
    163,967,852  
 
 
Liabilities:
 
Payables:
       
Floating Rate Note Obligations
    3,135,000  
 
Investments purchased
    1,039,530  
 
Fund shares repurchased
    396,693  
 
Income distributions
    125,869  
 
Distributor and affiliates
    55,199  
 
Custodian bank
    1,754,354  
 
Accrued expenses
    122,634  
 
Total liabilities
    6,629,279  
 
Net Assets
  $ 157,338,573  
 
 
Net assets consist of:
 
Capital (Par value of $0.01 per share with an unlimited number of shares authorized)
  $ 159,217,593  
 
Net unrealized appreciation
    5,128,166  
 
Accumulated undistributed net investment income
    76,017  
 
Accumulated net realized gain (loss)
    (7,083,203 )
 
Net assets
  $ 157,338,573  
 
 
Maximum offering price per share:
 
Class A Shares:
       
Net asset value and redemption price per share (Based on net assets of $141,406,278 and 8,680,178 shares of beneficial interest issued and outstanding)
  $ 16.29  
 
Maximum sales charge (4.75% of offering price)
    0.81  
 
Maximum offering price to public
  $ 17.10  
 
Class B Shares:
       
Net asset value and offering price per share (Based on net assets of $4,681,773 and 288,427 shares of beneficial interest issued and outstanding)
  $ 16.23  
 
Class C Shares:
       
Net asset value and offering price per share (Based on net assets of $11,083,349 and 679,336 shares of beneficial interest issued and outstanding)
  $ 16.31  
 
Class Y Shares:
       
Net asset value and offering price per share (Based on net assets of $167,173 and 10,259 shares of beneficial interest issued and outstanding)
  $ 16.30  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Operations
 
For the period October 1, 2009 to August 31, 2010 and the year ended September 30, 2009
 
 
                 
    For the eleven
  For the year
    months ended
  ended
    August 31,
  September 30,
    2010   2009
 
 
Investment income:
 
       
Interest
  $ 8,000,454     $ 8,693,724  
 
 
Expenses:
 
       
Investment advisory fee
    844,272       832,639  
 
Distribution fees
               
Class A
    319,002       319,965  
 
Class B
    34,060       33,878  
 
Class C
    82,926       49,494  
 
Interest, credit line and residual trust expenses
    70,540       109,547  
 
Professional fees
    106,283       100,308  
 
Transfer agent fees
    76,088       95,816  
 
Administrative services fees
    61,985       77,361  
 
Reports to shareholders
    51,028       53,096  
 
Trustees’ and officers’ fees and benefits
    21,544       31,187  
 
Custody
    11,270       19,869  
 
Registration fees
    -0-       5,912  
 
Other
    13,058       11,419  
 
Total expenses
    1,692,056       1,740,491  
 
Less Credits earned on cash balances
    -0-       573  
 
Net expenses
    1,692,056       1,739,918  
 
Net investment income
    6,308,398       6,953,806  
 
 
Realized and unrealized gain (loss):
 
       
Net realized gain (loss)
    911,918       (1,875,518 )
 
Unrealized appreciation (depreciation):
               
Beginning of the period
    2,328,522       (10,580,062 )
 
End of the period:
               
Investments
    5,128,166       2,328,522  
 
Net unrealized appreciation during the period
    2,799,644       12,908,584  
 
Net realized and unrealized gain
    3,711,562       11,033,066  
 
Net increase in net assets from operations
  $ 10,019,960     $ 17,986,872  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
For the period October 1, 2009 to August 31, 2010 and the years ended September 30, 2009 and 2008
 
 
                         
    For the eleven
  For the year
  For the year
    months ended
  ended
  ended
    August 31,
  September 30,
  September 30,
    2010   2009   2008
 
 
From investment activities:
 
               
Operations:
                       
Net investment income
  $ 6,308,398     $ 6,953,806     $ 7,183,844  
 
Net realized gain (loss)
    911,918       (1,875,518 )     (6,164,946 )
 
Net unrealized appreciation (depreciation) during the period
    2,799,644       12,908,584       (14,375,306 )
 
Change in net assets from operations
    10,019,960       17,986,872       (13,356,408 )
 
 
Distributions from net investment income:
 
               
Class A Shares
    (5,990,320 )     (6,597,361 )     (6,857,677 )
 
Class B Shares
    (198,854 )     (267,886 )     (296,282 )
 
Class C Shares
    (325,653 )     (216,276 )     (175,088 )
 
Class Y Shares
    (1,373 )     -0-       -0-  
 
      (6,516,200 )     (7,081,523 )     (7,329,047 )
 
 
Distributions from net realized gain:
 
               
Class A Shares
    -0-       -0-       (365,399 )
 
Class B Shares
    -0-       -0-       (17,631 )
 
Class C Shares
    -0-       -0-       (10,755 )
 
      -0-       -0-       (393,785 )
 
Total distributions
    (6,516,200 )     (7,081,523 )     (7,722,832 )
 
Net change in net assets from investment activities
    3,503,760       10,905,349       (21,079,240 )
 
 
From capital transactions:
 
               
Proceeds from shares sold
    12,467,823       12,344,838       10,966,021  
 
Net asset value of shares issued through dividend reinvestment
    5,054,700       5,420,894       5,810,015  
 
Cost of shares repurchased
    (17,017,762 )     (23,483,031 )     (21,806,266 )
 
Net change in net assets from capital transactions
    504,761       (5,717,299 )     (5,030,230 )
 
Total increase (decrease) in net assets
    4,008,521       5,188,050       (26,109,470 )
 
 
Net assets:
 
               
Beginning of the period
    153,330,052       148,142,002       174,251,472  
 
End of the period (including accumulated undistributed net investment income of $76,017, $275,568 and $398,635, respectively)
  $ 157,338,573     $ 153,330,052     $ 148,142,002  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A Shares
    Eleven
                   
    months ended
                   
    August 31,
  Year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 15.93     $ 14.76     $ 16.84     $ 17.43     $ 17.44     $ 17.41  
 
Net investment income
    0.66 (a)     0.73 (a)     0.72 (a)     0.70 (a)     0.69 (a)     0.70  
 
Net realized and unrealized gain (loss)
    0.38       1.18       (2.03 )     (0.53 )     0.04       0.04  
 
Total from investment operations
    1.04       1.91       (1.31 )     0.17       0.73       0.74  
 
Less:
                                               
Distributions from net investment income
    0.68       0.74       0.73       0.68       0.68       0.71  
 
Distributions from net realized gain
    -0-       -0-       0.04       0.08       0.06       -0-  
 
Total distributions
    0.68       0.74       0.77       0.76       0.74       0.71  
 
Net asset value, end of the period
  $ 16.29     $ 15.93     $ 14.76     $ 16.84     $ 17.43     $ 17.44  
 
Total return
    6.74 %(b)     13.60 %(c)     (8.02 )%(c)     0.95 %(c)     4.39 %(c)     4.30 %(c)
 
Net assets at end of the period (in millions)
  $ 141.4     $ 141.2     $ 137.4     $ 160.5     $ 170.1     $ 176.3  
 
Ratio of expenses to average net assets
    1.14 %(d)     1.21 %     1.32 %     1.44 %     1.06 %     1.09 %
 
Ratio of net investment income to average net assets
    4.54 %(d)     5.05 %     4.43 %     4.08 %     4.02 %     3.98 %
 
Portfolio turnover(e)
    15 %     17 %     25 %     25 %     28 %     24 %
 
                                                 
Supplemental ratio:
 
                                               
Ratio of expenses to average net assets (excluding interest and residual trust expenses)
    1.10 %(d)     1.13 %     1.06 %     1.08 %     1.06 %     1.09 %
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 4.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $139,251.
(e) Portfolio turnover is calculated at the fund level and is not annualized for period less than a year.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Van Kampen Pennsylvania Tax Free Income Fund


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Financial Highlights—(continued)
 
 
                                                 
    Class B Shares
    Eleven
                   
    months ended
                   
    August 31,
  Year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 15.89     $ 14.72     $ 16.78     $ 17.38     $ 17.38     $ 17.36  
 
Net investment income
    0.59 (a)     0.68 (a)     0.63 (a)     0.57 (a)     0.57 (a)     0.55  
 
Net realized and unrealized gain (loss)
    0.38       1.18       (2.01 )     (0.54 )     0.05       0.05  
 
Total from investment operations
    0.97       1.86       (1.38 )     0.03       0.62       0.60  
 
Less:
                                               
Distributions from net investment income
    0.63       0.69       0.64       0.55       0.56       0.58  
 
Distributions from net realized gain
    -0-       -0-       0.04       0.08       0.06       -0-  
 
Total distributions
    0.63       0.69       0.68       0.63       0.62       0.58  
 
Net asset value, end of the period
  $ 16.23     $ 15.89     $ 14.72     $ 16.78     $ 17.38     $ 17.38  
 
Total return
    6.27 %(b)(d)     13.21 %(c)(f)     (8.46 )%(c)(f)     0.20 %(c)     3.63 %(c)     3.50 %(c)
 
Net assets at end of the period (in millions)
  $ 4.7     $ 5.4     $ 6.2     $ 8.9     $ 12.2     $ 15.8  
 
Ratio of expenses to average net assets
    1.64 %(d)(e)     1.57 %(f)     1.81 %(f)     2.19 %     1.81 %     1.83 %
 
Ratio of net investment income to average net assets
    4.05 %(d)(e)     4.70 %(f)     3.94 %(f)     3.32 %     3.26 %     3.23 %
 
Portfolio turnover(g)
    15 %     17 %     25 %     25 %     28 %     24 %
 
                                                 
Supplemental ratio:
 
                                               
Ratio of expenses to average net assets (excluding interest and residual trust expenses)
    1.60 %(d)(e)     1.49 %(f)     1.55 %(f)     1.83 %     1.81 %     1.83 %
 
(a) Based on average shares outstanding.
(b) 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. Des not include sale charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of 0.74%.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $5,003.
(f) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of less than 1%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for period less than a year.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
17        Invesco Van Kampen Pennsylvania Tax Free Income Fund


Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class C Shares
    Eleven
                   
    months ended
                   
    August 31,
  Year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Net asset value, beginning of the period
  $ 15.95     $ 14.78     $ 16.86     $ 17.45     $ 17.45     $ 17.41  
 
Net investment income
    0.55 (a)     0.62 (a)     0.59 (a)     0.58 (a)     0.57 (a)     0.58  
 
Net realized and unrealized gain (loss)
    0.38       1.18       (2.02 )     (0.54 )     0.05       0.04  
 
Total from investment operations
    0.93       1.80       (1.43 )     0.04       0.62       0.62  
 
Less:
                                               
Distributions from net investment income
    0.57       0.63       0.61       0.55       0.56       0.58  
 
Distributions from net realized gain
    -0-       -0-       0.04       0.08       0.06       -0-  
 
Total distributions
    0.57       0.63       0.65       0.63       0.62       0.58  
 
Net asset value, end of the period
  $ 16.31     $ 15.95     $ 14.78     $ 16.86     $ 17.45     $ 17.45  
 
Total return
    6.01 %(b)     12.74 %(c)     (8.71 )%(c)     0.19 %(c)     3.68 %(c)(e)     3.60 %(c)(e)
 
Net assets at end of the period (in millions)
  $ 11.1     $ 6.8     $ 4.5     $ 4.8     $ 5.2     $ 5.2  
 
Ratio of expenses to average net assets
    1.89 %(d)     1.96 %     2.07 %     2.19 %     1.80 %(e)     1.75 %(e)
 
Ratio of net investment income to average net assets
    3.79 %(d)     4.28 %     3.68 %     3.33 %     3.27 %(e)     3.31 %(e)
 
Portfolio turnover(f)
    15 %     17 %     25 %     25 %     28 %     24 %
 
Supplemental ratio:
 
                                               
Ratio of expenses to average net assets (excluding interest and residual trust expenses)
    1.85 %(d)     1.89 %     1.81 %     1.83 %     1.80 %(e)     1.75 %(e)
 
(a) Based on average shares outstanding.
(b) 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. Des not include sale charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $9,035.
(e) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of less than 1%.
(f) Portfolio turnover is calculated at the fund level and is not annualized for period less than a year.
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
 
         
    Class Y Shares
    June 1, 2010
    (Commencement of
    operations) to
    August 31,
    2010
 
Net asset value, beginning of the period
  $ 15.94  
 
Net investment income(a)
    0.19  
 
Net realized and unrealized gain (loss)
    0.36  
 
Total from investment operations
    0.55  
 
Less:
       
Distributions from net investment income
    0.19  
 
Distributions from net realized gain
    -0-  
 
Total distributions
    0.19  
 
Net asset value, end of the period
  $ 16.30  
 
Total return(b)
    3.49 %
 
Net assets at end of the period (in millions)
  $ 0.2  
 
Ratio of expenses to average net assets(c)
    0.85 %
 
Ratio of net investment income to average net assets(c)
    4.75 %
 
Portfolio turnover(d)
    15 %
 
         
Supplemental ratio:
 
       
Ratio of expenses to average net assets (excluding interest and residual trust expenses)(c)
    0.81 %
 
(a) Based on average shares outstanding.
(b) 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. Des not include sale charges and is not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $90.
(d) Portfolio turnover is calculated at the fund level and is not annualized for period less than a year.
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen Pennsylvania Tax Free Income Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from September 30 to August 31.
  Prior to June 1, 2010, the Fund operated as Van Kampen Pennsylvania Tax Free Income Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010, (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B and Class C shares received Class A, Class B and Class C shares, respectively, of the Fund.
  The Fund’s investment objective is to provide only Pennsylvania investors with a high level of current income exempt from federal and Pennsylvania state income taxes and, where possible under local law, local income and personal property taxes, through investment primarily in a varied portfolio of medium- and lower-grade municipal securities.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
 
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    Securities are fair valued using an evaluated quote provided by an independent pricing service approved by the Board of Trustees. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices and may reflect appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Securities with a demand feature exercisable within one to seven days are valued at par. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and principal payments.
    Securities for which market quotations either are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Some of the factors which may be considered in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restrictions on transferability or disposition; trading in similar securities by the same issuer or comparable companies; relevant political, economic or issuer specific news; and other relevant factors under the circumstances.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable and tax-exempt earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    In addition, the Fund intends to invest in such municipal securities to allow it to qualify to pay shareholders “exempt-interest dividends”, as defined in the Internal Revenue Code.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these
 
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arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Securities Purchased on a When-Issued and Delayed Delivery Basis — The Fund may purchase and sell interests in portfolio securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Fund on such interests or securities in connection with such transactions prior to the date the Fund actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of acquiring such securities, they may sell such securities prior to the settlement date.
J. Other Risks — The value of, payment of interest on, repayment of principal for and the ability to sell a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located.
    Since, many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and a Fund’s investments in municipal securities.
    There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.
K. Floating Rate Obligations Related to Securities Held — The Fund enters into transactions in which it transfers to Special Purpose Trusts established by a Broker Dealer (“Dealer Trusts”) fixed rate bonds in exchange for cash and residual interests in the Dealer Trusts’ assets and cash flows, which are in the form of inverse floating rate investments. The Dealer Trusts fund the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Fund to retain residual interest in the bonds. The Fund may enter into shortfall agreements with the Dealer Trusts which commit the Fund to pay the Dealer Trusts, in certain circumstances, the difference between the liquidation value of the fixed rate bonds held by the Dealer Trusts and the liquidation value of the floating rate notes held by third parties, as well as any shortfalls in interest cash flows. The residual interests held by the Fund (inverse floating rate investments) include the right of the Fund (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the Dealer Trusts to the Fund, thereby collapsing the Dealer Trusts. The Fund accounts for the transfer of bonds to the Dealer Trusts as secured borrowings, with the securities transferred remaining in the Fund’s investment assets, and the related floating rate notes reflected as Fund liabilities under the caption “Floating rate note obligations” on the Statement of Assets and Liabilities. The Fund records the interest income from the fixed rate bonds under the caption “Interest” and records the expenses related to floating rate obligations and any administrative expenses of the Dealer Trusts under the caption “Interest, credit line and residual trust expenses” on the Statement of Operations. The floating rate notes issued by the Dealer Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the Dealer Trusts for redemption at par at each reset date. The average floating rate notes outstanding and average annual interest and fee rate related to residual interests during the eleven months ended August 31, 2010 were $6,780,831 and 0.91%, respectively.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0 .60%
 
Over $500 million
    0 .50%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $610,016 and $832,639 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets for the period October 1, 2009 to May 31, 2010 and for the year ended September 30, 2009, respectively.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization date, the Adviser has contractually agreed, through June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.13%, 1.88%, 1.88% and 0.88% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waivers to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under the expense limitation.
  For the period ended August 31, 2010, the Adviser did not waive advisory fees under this agreement.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the
 
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Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $16,248 and $25,244 to VKII for the period October 1, 2009 to May 31, 2010 and the year ended September 30, 2009, respectively. For the period ended August 31, 2010 and the year ended September 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
  Prior to the Reorganization, under a legal services agreement, VKII provided legal services to the Acquired Fund. Pursuant to such agreement, the Acquired Fund paid $20,754 and $21,826 to VKII for the period October 1, 2009 to May 31, 2010 and the year ended September 30, 2009, respectively.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $20,980 for providing such services. Prior to the Reorganization, the Acquired Fund paid $36,681 and $62,820 to Van Kampen Investor Services Inc., which served as the Acquired Fund’s transfer agent, for the period October 1, 2009 to May 31, 2010 and for the year ended September 30, 2009, respectively. For the period ended August 31, 2010 and the year ended September 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares and Class C shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets and up to 1.00% each of Class B and Class C average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $313,284 and $403,337 to VKFI for the period October 1, 2009 to May 31, 2010 and the year ended September 30, 2009, respectively.
  For the period ended August 31, 2010 and the year ended September 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $2,950 in front-end sales commissions from the sale of Class A shares and $0, $495 and $868 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period October 1, 2009 to May 31, 2010, VKFI retained $15,075 in front-end sales commissions from the sale of Class A shares and $1,704, for CDSC imposed on redemptions by shareholders. For the year ended September 30, 2009, VKFI retained $21,900 in front-end sales commissions from the sale of Class A shares and $11,400, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
NOTE 4—Expense Offset Arrangement(s)
 
The expense offset arrangement is comprised of custodian credits which result from periodic overnight cash balances at the custodian. For the period October 1, 2009 to May 31, 2010 and the year ended August 31, 2010, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $0 and $573, respectively.
 
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NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. For the period October 1, 2009 to May 31, 2010, the Acquired Fund recognized expenses of $3,676 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund. For the year ended September 30, 2009, the Acquired Fund recognized expenses of $17,241 representing legal services provided by Skadden.
 
NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Eleven Months Ended August 31, 2010 and the Years Ended September 30, 2009 and 2008:
 
                         
    August 31, 2010   September 30, 2009   September 30, 2008
 
Ordinary income
  $ 1,034     $ 2,133     $ 2,084  
 
Tax-exempt income
    6,515,166       7,080,623       7,345,532  
 
Long-term capital gain
    -0-       -0-       393,785  
 
Total distributions
  $ 6,516,200     $ 7,082,756     $ 7,741,401  
 
 
Tax Components of Net Assets at Period-End:
 
         
    August 31, 2010
 
Undistributed ordinary income
  $ 85,409  
 
Net unrealized appreciation — investments
    5,063,632  
 
Net unrealized appreciation — other investments
    232,954  
 
Temporary book/tax differences
    (125,869 )
 
Capital loss carryforward
    (7,135,146 )
 
Shares of beneficial interest
    159,217,593  
 
Total net assets
  $ 157,338,573  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. Under these limitation rules, the Fund is limited to utilizing $0 of capital loss carryforward in the fiscal year ending August 31, 2011.
 
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  The Fund utilized $0 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
08/31/2016
  $ 113,623  
 
08/31/2017
    5,935,990  
 
08/31/2018
    1,085,533  
 
Total capital loss carryforward
  $ 7,135,146  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund from October 1, 2009 to August 31, 2010 was $23,060,465 and $28,719,398, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 7,691,489  
 
Aggregate unrealized (depreciation) of investment securities
    (2,627,857 )
 
Net unrealized appreciation of investment securities
  $ 5,063,632  
 
Cost of investments for tax purposes is $156,893,132.
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, undistributed net investment income (loss) was increased by $8,251, undistributed net realized gain (loss) was decreased by $8,249 and shares of beneficial interest decreased by $2. This reclassification had no effect on the net assets of the Fund.
 
NOTE 10—Share Information
 
                                                 
    For the
  For the
  For the
    eleven months ended
  year ended
  year ended
    August 31, 2010(a)   September 30, 2009   September 30, 2008
    Shares   Value   Shares   Value   Shares   Value
 
Sales:
                                               
Class A
    462,492(b )   $ 7,292,351(b )     624,550     $ 9,069,094       546,523     $ 8,860,692  
 
Class B
    42,501       666,876       63,620       900,403       36,941       592,429  
 
Class C
    275,203       4,345,188       163,118       2,375,341       94,165       1,512,900  
 
Class Y
    10,234       163,408       -0-       -0-       -0-       -0-  
 
Total Sales
    790,430     $ 12,467,823       851,288     $ 12,344,838       677,629     $ 10,966,021  
 
Dividend reinvestment:
                                               
Class A
    293,314     $ 4,635,383       349,405     $ 5,048,650       342,240     $ 5,443,803  
 
Class B
    10,806       170,137       15,260       219,136       15,050       238,564  
 
Class C
    15,684       248,771       10,533       153,108       8,027       127,648  
 
Class Y
    25       409       -0-       -0-       -0-       -0-  
 
Total Dividend Reinvestment
    319,829     $ 5,054,700       375,198     $ 5,420,894       365,317     $ 5,810,015  
 
Repurchases:
                                               
Class A
    (938,577 )   $ (14,830,876 )     (1,424,586 )   $ (20,394,055 )     (1,108,342 )   $ (17,875,079 )
 
Class B
    (102,344 )(b)     (1,610,266 )(b)     (159,949 )     (2,299,976 )     (164,835 )     (2,650,866 )
 
Class C
    (36,252 )     (576,620 )     (56,561 )     (789,000 )     (78,837 )     (1,280,321 )
 
Class Y
    -0-       -0-       -0-       -0-       -0-       -0-  
 
Total Repurchases
    (1,077,173 )   $ (17,017,762 )     (1,641,096 )   $ (23,483,031 )     (1,352,014 )   $ (21,806,266 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 27% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
In addition, 0.1% of the outstanding shares of the Fund are owned by Invesco or an investment advisor under common control with Invesco.
(b) Includes automatic conversion of 42,014 Class B shares into 41,896 Class A shares at a value of $663,119.
 
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  Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 11—Purposes of and Risks Relating to Certain Financial Instruments
 
The Fund may invest a portion of its assets in inverse floating rate municipal securities, which are variable debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. These investments are typically used by the Fund in seeking to enhance the yield of the portfolio. Inverse floating rate investments tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate investments have varying degrees of liquidity. Inverse floating rate securities in which the Fund may invest include derivative instruments such as residual interest bonds (“RIBs”) or tender option bonds (“TOBs”). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds (which may be tendered by the Fund in certain instances) and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bonds held by the special purpose trust and the Fund is paid the residual cash flow from the bonds held by the special purpose trust.
  The Fund generally invests in inverse floating rate investments that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The market value of a “leveraged” inverse floating rate investment generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate investments generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause the Fund’s net asset value to be more volatile than if it had not invested in inverse floating rate investments.
  In certain instances, the short-term floating rate interests created by the special purpose trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed rate bonds may be collapsed. In the case of RIBs or TOBs created by the contribution of long-term fixed income bonds by the Fund, the Fund will then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation.
  The Fund may also invest in private placement securities. TOBs are presently classified as private placement securities. Private placement securities are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended or are otherwise not readily marketable. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such securities.
 
NOTE 12—Borrowings
 
During the period ended August 31, 2010, the Acquired Fund entered into a $150,000,000 joint revolving bank credit facility. The Fund terminated its participation in the facility on May 31, 2010.
 
NOTE 13—Change in Independent Registered Public Accounting Firm
 
The Fund is a new fund that was formed to acquire the assets and liabilities of a predecessor fund in a shell fund reorganization (the “Reorganization”). In connection with the organization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen Pennsylvania Tax Free Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen Pennsylvania Tax Free Income Fund (formerly known as Van Kampen Pennsylvania Tax Free Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights for the year ended September 30, 2009 and prior were audited by other independent auditors whose report dated November 20, 2009 expressed an unqualified opinion on those financial statements.
 
PricewaterhouseCoopers LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account values and expenses of Class Y shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2009, through August 31, 2010. The actual ending account value and expenses of Class Y shares in the example below are based on an investment of $1,000 invested as of close of business June 1, 2010 (commencement date) and held through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business June 1, 2010 through August 31, 2010 for Class Y shares). Because the actual ending account value and expense information in the example is not based upon a six month period for Class Y shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period3     Ratio
A
    $ 1,000.00       $ 1,057.91       $ 5.76       $ 1,019.61       $ 5.65         1.11 %
                                                             
B
      1,000.00         1,053.63         9.89         1,015.58         9.70         1.91  
                                                             
C
      1,000.00         1,053.25         9.63         1,015.83         9.45         1.86  
                                                             
Y
      1,000.00         1,034.92         2.18         1,020.87         4.38         0.86  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010, through August 31, 2010 (as of close of business June 1, 2010 through August 31, 2010 for the Class Y shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year. For Class Y shares actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 91 (as of close of business June 1, 2010 through August 31, 2010)/365. Because Class Y shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.
3  Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in Class Y shares of the Fund and other funds because such data is based on a full six month period.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen Pennsylvania Tax Free Income Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these
 
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services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    0.00 %
Corporate Dividends Received Deduction*
    0.00 %
U.S. Treasury Obligations*
    100 %
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Van Kampen Pennsylvania Tax Free Income Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
(1)
  Approve an Agreement and Plan of Reorganization     5,707,880       243,322       238,293       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  VK-PTFI-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Van Kampen Small Cap Growth Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
13
  Financial Statements
16
  Financial Highlights
20
  Notes to Financial Statements
26
  Auditor’s Report
27
  Fund Expenses
28
  Approval of Investment Advisory and Sub-Advisory Agreements
30
  Results of Proxy
T-1
  Trustees and Officers


 

 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TALOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
(-s- PHILIP TAYLOR)

Philip Taylor
Senior Managing Director, Invesco
2                Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
(-s- BRUCE L. CROCKETT)

Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3               Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
As part of Invesco’s June 1, 2010, acquisition of Morgan Stanley’s retail asset management business, Van Kampen Small Cap Growth Fund was reorganized into Invesco Van Kampen Small Cap Growth Fund.
     For the five-month reporting period ended August 31, 2010, Invesco Van Kampen Small Cap Growth Fund had negative returns but, at net asset value, held up better than its broad market/style-specific benchmark, the Russell 2000 Growth Index. Outperformance was driven primarily by stock selection in several sectors.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 3/31/10 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -9.15 %
 
Class B Shares
    -9.41  
 
Class C Shares
    -9.50  
 
Class Y Shares
    -9.15  
 
Russell 2000 Growth Index (Broad Market/Style Specific Index)
    -10.27  
 
  Lipper Inc.

 
How we invest
We believe a growth investment strategy is an essential component of a diversified portfolio.
     Our investment process seeks to identify small cap companies with growth rates that are higher and/or potentially more sustainable than what is implied by current valuations and market expectations.
     We begin with a quantitative model that ranks all stock candidates based on a set of variables we believe are leading indicators of change and are common in those companies that have the potential for sustainable growth, competitive advantage and ability to execute. This proprietary model provides an objective approach to identifying new investment opportunities. The highest ranked stocks become the primary focus of our research efforts.
     Our stock selection process includes the development and analysis of a fully integrated financial model, which allows
our team members to build a more complete understanding of the financial health of each investment candidate. The second step in our security research involves due diligence of the company, which includes in-depth discussions with members of company management teams. We also leverage Porter’s Five Forces Analysis, a theoretical tool that carefully examines a company on five dimensions (supplier power, threat of substitutes, barriers to entry, buying power and degree of rivalry). This tool is used to further measure and define the potential sustainability of a company’s earnings growth and whether there is upside to expectations already embedded in the price of the security.
     Risk management plays an important role in portfolio construction, as our target portfolio attempts to maximize the relationship between risk and return.
     We consider selling a stock for any of the following reasons:


n   Our investment thesis plays out or is no longer valid
n   Fundamentals deteriorate
n   Macroeconomic conditions change
n   Risk/reward becomes unfavorable or a higher conviction investment idea arises with better risk/reward.
 
Market conditions and your Fund
Despite increased conviction that the domestic financial crisis has been contained, investors continued to worry about the slope and duration of the economic recovery. Following a brief positive swing in sentiment pertaining to a generally better-than-expected earnings season, combined with positive response to the European bank “stress tests” in July, risk aversion once again returned to the market in August.
Investors continued to contemplate decelerating leading economic indicators, a still-fragile employment situation, eurozone sovereign debt woes, increased regulatory scrutiny and China’s self-imposed slow down given signs of overheating earlier in the year. The sea change in sentiment from month to month highlighted that uncertainty concerning the global macroeconomy remained elevated, resulting in increased volatility in the marketplace during the reporting period.
     In this environment, all 10 sectors of the Russell 2000 Growth Index declined during the reporting period. While the consumer discretionary, health care and energy sectors all had double-digit negative returns, traditionally defensive sectors such as consumer staples, telecommunication services and utilities generally had the highest returns.
     While the Fund had negative absolute returns during the reporting period, at net asset value, it held up slightly better than its style-specific benchmark, the


 
Portfolio Composition
By Sector
         
Information Technology
    23.3 %
 
Health Care
    20.2  
 
Consumer Discretionary
    18.0  
 
Industrials
    11.7  
 
Financials
    6.8  
 
Materials
    5.2  
 
Energy
    4.9  
 
Consumer Staples
    1.6  
 
Telecommunication Services
    1.6  
 
Utilities
    0.9  
 
Money Market Funds
       
Plus Other Assets Less Liabilities
    5.8  
 
Top 10 Equity Holdings*
 
         
1. iShares Russell 2000
       
Growth Index Fund
    2.0 %
 
2. GSI Commerce Inc.
    1.2  
 
3. TransDigm Group Inc.
    1.2  
 
4. IESI-BFC Ltd.
    1.1  
 
5. Jarden Corp.
    1.0  
 
6. Esterline Technologies Corp.
    1.0  
 
7. Netscout Systems Inc.
    1.0  
 
8. MICROS Systems Inc.
    0.9  
 
9. TIBCO Software Inc.
    0.9  
 
10. Maidenform Brands Inc.
    0.9  
 
 
Top Five Industries
         
1. Application Software
    5.8 %
 
2. Health Care Equipment
    4.2  
 
3. Health Care Services
    3.2  
 
4. Electronic Equipment Manufacturers
    3.1  
 
5. Semiconductors
    2.8  
 
Total Net Assets   $964.0 million
     
Total Number of Holdings*   133
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4                Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

Russell 2000 Growth Index. The Fund outperformed the index by the widest margins in the consumer discretionary, health care and energy sectors. Outperformance in each of these sectors was driven largely by stock selection.
     The Fund outperformed the Russell 2000 Growth Index most significantly in the consumer discretionary sector, driven by stock selection. Examples of holdings that made key contributions to performance included automotive components and systems supplier TRW Automotive, intimate apparel maker Maidenform Brands and restaurant operator Buffalo Wild Wings.
     Outperformance in the health care sector was driven primarily by stock selection. In this sector, holdings that contributed to the Fund’s performance included vascular disease and disorder technology provider ev3, skin medication developer Medicis Pharmaceutical and pharmaceutical products maker Human Genome Sciences. An underweight position in the health care sector also contributed to outperformance. Before the end of the fiscal year, we sold our holdings in Human Genome Sciences.
     The Fund also outperformed in the energy sector, largely due to stock selection. Two energy holdings that contributed to performance included oil and gas exploration services provider Complete Production Services and drilling contractor Patterson UTI. Before the end of the fiscal year, we sold our holdings in Complete Production Services.
     Some of the Fund’s outperformance was offset by underperformance in other sectors, including information technology (IT) and financials. The Fund underperformed by the widest margin in the IT sector, driven by stock selection. In this sector, examples of holdings that detracted from performance included Fairchild Semiconductor International, electronic manufacturing services provider Plexus and network infrastructure solutions provider Ciena. In the financials sector, detractors from performance included asset management firm Affiliated Managers Group and financial services provider SVB Financial.
     As we’ve discussed, the stock market experienced volatility during the reporting period. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult your financial adviser to discuss your individual financial program.
     We thank you for your commitment to Invesco Van Kampen Small Cap Growth Fund.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF MATHEW HART)
Matthew Hart
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Van Kampen Small Cap Growth Fund. He joined Invesco in 2010. Mr. Hart earned a B.B.A. from Southern Methodist University.
(PHOTO OF JUSTIN SPEER)
Justin Speer
Portfolio manager, is manager of Invesco Van Kampen Small Cap Growth Fund. He joined Invesco in 2010. Mr. Speer earned a B.S. in finance and accounting from Texas Christian University.


5               Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes since Inception
Fund data from 11/27/00, index data from 11/30/00
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges.
     Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating
changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $4,000 and $8,000 is the same size as the space between $8,000 and $16,000.


6               Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
 
       
Class A Shares
       
 
Inception (11/27/00)
    -1.33 %
 
5 Years
    0.01  
 
1 Year
    2.82  
 
 
       
Class B Shares
       
 
Inception (11/27/00)
    -1.34 %
 
5 Years
    0.20  
 
1 Year
    3.49  
 
 
       
Class C Shares
       
 
Inception (11/27/00)
    -1.49 %
 
5 Years
    0.39  
 
1 Year
    6.86  
 
 
       
Class Y Shares
       
 
Inception (2/2/06)
    -1.37 %
 
1 Year
    9.00  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Van Kampen Asset Management were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco Van Kampen Small Cap Growth Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Van Kampen Small Cap Growth Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
 
       
Class A Shares
       
 
Inception (11/27/00)
    -1.28 %
 
5 Years
    1.38  
 
1 Year
    9.45  
 
 
       
Class B Shares
       
 
Inception (11/27/00)
    -1.29 %
 
5 Years
    1.59  
 
1 Year
    10.55  
 
 
       
Class C Shares
       
 
Inception (11/27/00)
    -1.43 %
 
5 Years
    1.77  
 
1 Year
    13.91  
 
 
       
Class Y Shares
       
 
Inception (2/2/06)
    -1.24 %
 
1 Year
    16.17  
     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.40%, 2.15%, 2.15% and 1.15%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
     A redemption fee of 2% will be imposed on certain redemptions or exchanges out of the Fund within 31 days of purchase. Exceptions to the redemption fee are listed in the Fund’s prospectus.


7               Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

 
Invesco Van Kampen Small Cap Growth Fund’s investment objective is to seek capital appreciation.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   Investing in REITs (real estate investment trusts) makes a Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and other expenses. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
n   Small capitalization companies often have less predictable earnings, more limited product lines, markets, distribution channels or financial resources, and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities of small capitalization companies may be more abrupt and volatile than the market movements of equity securities of larger, more established companies or the stock market in general and are generally less liquid than equity securities of larger companies.
n   Investments in growth-oriented equity securities may have above-average volatility of price movement. The returns on growth securities may or may not move in tandem with the returns on other styles of investing or the overall stock markets.
 
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation, and trading and foreign taxation issues.
 
About indexes used in this report
n   The Russell 2000® Growth Index is an unmanaged index considered representative of small-cap growth stocks. The Russell 2000 Growth Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 
         
Fund Nasdaq Symbols
       
Class A Shares
  VASCX
Class B Shares
  VBSCX
Class C Shares
  VCSCX
Class Y Shares
  VISCX


8               Invesco Van Kampen Small Cap Growth Fund

 


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                 
    Number of
   
Description   Shares   Value
 
 
Common Stocks–92.2%
 
       
 
Advertising–0.6%
 
       
National CineMedia, Inc.
    370,043     $ 5,879,983  
 
 
Aerospace & Defense–2.2%
 
       
Esterline Technologies Corp.(a)
    213,116       9,803,336  
 
TransDigm Group, Inc.
    190,911       11,051,838  
 
              20,855,174  
 
 
Alternative Carriers–0.7%
 
       
AboveNet, Inc.(a)
    134,943       6,965,758  
 
 
Apparel, Accessories & Luxury Goods–2.2%
 
       
Carter’s, Inc.(a)
    264,433       5,907,433  
 
Maidenform Brands, Inc.(a)
    329,029       8,775,204  
 
Warnaco Group, Inc.(a)
    155,025       6,492,447  
 
              21,175,084  
 
 
Apparel Retail–2.2%
 
       
Children’s Place Retail Stores, Inc.(a)
    143,001       6,243,424  
 
Foot Locker, Inc.
    621,400       7,295,236  
 
J. Crew Group, Inc.(a)
    244,812       7,464,318  
 
              21,002,978  
 
 
Application Software–5.8%
 
       
Blackboard, Inc.(a)(b)
    243,720       8,064,695  
 
Bottomline Technologies, Inc.(a)
    501,200       7,021,812  
 
Informatica Corp.(a)
    214,837       6,909,158  
 
Netscout Systems, Inc.(a)
    577,158       9,136,411  
 
QLIK Technologies, Inc.(a)
    159,112       2,964,256  
 
SFN Group, Inc.(a)
    719,886       3,916,180  
 
Solera Holdings, Inc.
    118,982       4,721,206  
 
SS&C Technologies Holdings, Inc.(a)
    330,108       4,651,222  
 
TIBCO Software, Inc.(a)
    615,072       8,912,393  
 
              56,297,333  
 
 
Asset Management & Custody Banks–0.5%
 
       
Affiliated Managers Group, Inc.(a)
    72,744       4,670,892  
 
 
Auto Parts & Equipment–0.8%
 
       
TRW Automotive Holdings Corp.(a)
    222,484       7,733,544  
 
 
Automotive Retail–0.6%
 
       
Asbury Automotive Group, Inc.(a)
    516,530       6,162,203  
 
 
Biotechnology–2.7%
 
       
Acorda Therapeutics, Inc.(a)
    163,001       4,909,590  
 
BioMarin Pharmaceuticals, Inc.(a)
    405,574       8,229,097  
 
Incyte Corp., Ltd.(a)
    383,318       4,799,141  
 
United Therapeutics Corp.(a)
    173,577       8,022,729  
 
              25,960,557  
 
 
Building Products–0.6%
 
       
Owens Corning(a)
    220,339       5,993,221  
 
 
Catalog Retail–0.6%
 
       
HSN, Inc.(a)
    234,018       6,152,333  
 
 
Communications Equipment–1.8%
 
       
Arris Group, Inc.(a)
    536,806       4,385,705  
 
Ciena Corp.(a)
    675,968       8,429,321  
 
Finisar Corp.(a)(b)
    336,474       4,303,502  
 
              17,118,528  
 
 
Computer & Electronics Retail–1.4%
 
       
hhgregg, Inc.(a)
    297,091       5,615,020  
 
RadioShack Corp.
    430,099       7,948,229  
 
              13,563,249  
 
 
Computer Storage & Peripherals–0.8%
 
       
QLogic Corp.(a)
    484,649       7,218,847  
 
 
Construction & Engineering–0.5%
 
       
Dycom Industries, Inc.(a)
    620,959       4,992,510  
 
 
Consumer Finance–0.7%
 
       
Cardtronics, Inc.(a)
    452,157       6,262,374  
 
 
Data Processing & Outsourced Services–0.6%
 
       
VeriFone Systems, Inc.(a)
    252,401       6,103,056  
 
 
Distributors–0.8%
 
       
LKQ Corp.(a)
    423,471       7,876,561  
 
 
Electric Utilities–0.9%
 
       
ITC Holdings Corp.
    148,009       8,578,602  
 
 
Electrical Components & Equipment–2.0%
 
       
EnerSys(a)
    219,305       4,840,061  
 
Fushi Copperweld, Inc.(a)
    721,000       5,912,200  
 
Regal-Beloit Corp.
    144,618       8,000,268  
 
              18,752,529  
 
 
Electronic Equipment Manufacturers–3.1%
 
       
Checkpoint Systems, Inc.(a)
    463,995       8,509,668  
 
Cogent, Inc.(a)
    667,248       7,339,728  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Van Kampen Small Cap Growth Fund


Table of Contents

                 
    Number of
   
Description   Shares   Value
 
 
Electronic Equipment Manufacturers–(continued)
 
       
                 
Coherent, Inc.(a)
    228,752     $ 8,498,137  
 
Vishay Intertechnology, Inc.(a)
    749,568       5,764,178  
 
              30,111,711  
 
 
Electronic Manufacturing Services–1.1%
 
       
Multi-Fineline Electronix, Inc.(a)
    101,083       2,106,570  
 
Plexus Corp.(a)
    366,444       8,435,541  
 
              10,542,111  
 
 
Environmental & Facilities Services–2.0%
 
       
IESI-BFC Ltd. (Canada)
    466,959       11,034,241  
 
Waste Connections, Inc.(a)
    217,935       8,227,046  
 
              19,261,287  
 
 
Fertilizers & Agricultural Chemicals–0.7%
 
       
Scotts Miracle-Gro Co., Class A
    137,250       6,482,318  
 
 
Footwear–0.6%
 
       
Steven Madden Ltd.(a)
    171,195       5,894,244  
 
 
General Merchandise Stores–1.3%
 
       
Big Lots, Inc.(a)
    199,886       6,248,436  
 
Dollar Tree, Inc.(a)
    143,811       6,518,953  
 
              12,767,389  
 
 
Health Care Distributors–0.7%
 
       
PSS World Medical, Inc.(a)
    384,217       7,054,224  
 
 
Health Care Equipment–4.2%
 
       
American Medical Systems Holdings, Inc.(a)
    410,901       7,486,616  
 
Arthrocare Corp.(a)
    245,301       6,368,014  
 
NuVasive, Inc.(a)(b)
    267,888       7,862,513  
 
Sirona Dental Systems, Inc.(a)
    247,704       7,807,630  
 
Thoratec Corp.(a)
    86,876       2,797,407  
 
Volcano Corp.(a)
    385,408       8,517,517  
 
              40,839,697  
 
 
Health Care Facilities–0.8%
 
       
Health Management Associates, Inc., Class A(a)
    1,286,604       8,041,275  
 
 
Health Care Services–3.2%
 
       
Emergency Medical Services Corp., Class A(a)
    177,310       8,519,745  
 
Genoptix, Inc.(a)
    313,480       5,394,991  
 
Gentiva Health Services, Inc.(a)
    407,601       8,376,201  
 
HMS Holdings Corp.(a)
    162,510       8,479,772  
 
              30,770,709  
 
 
Health Care Supplies–1.7%
 
       
Cooper Cos., Inc.
    211,371       8,526,706  
 
Haemonetics Corp.(a)
    157,218       8,187,914  
 
              16,714,620  
 
 
Health Care Technology–1.3%
 
       
MedAssets, Inc.(a)(b)
    296,694       5,880,475  
 
SXC Health Solutions Corp. (Canada)(a)
    83,078       6,463,468  
 
              12,343,943  
 
 
Healthcare–0.8%
 
       
Brookdale Senior Living, Inc.(a)
    592,639       7,941,363  
 
 
Homebuilding–0.7%
 
       
Meritage Homes Corp.(a)
    387,532       6,921,322  
 
 
Housewares & Specialties–1.9%
 
       
Jarden Corp.
    366,649       9,877,524  
 
Tupperware Brands Corp.
    220,570       8,677,224  
 
              18,554,748  
 
 
Industrial Machinery–2.2%
 
       
Actuant Corp.
    318,093       6,304,603  
 
Albany International Corp.
    133,050       2,361,637  
 
Barnes Group, Inc.
    404,485       6,152,217  
 
CLARCOR, Inc.
    188,845       6,352,746  
 
              21,171,203  
 
 
Internet Retail–1.2%
 
       
GSI Commerce, Inc.(a)
    486,908       11,086,895  
 
 
Internet Software & Services–2.1%
 
       
Infospace, Inc.(a)
    531,313       3,724,504  
 
Open Text Corp. (Canada)(a)(b)
    169,369       7,452,236  
 
VistaPrint NV (Netherlands)(a)
    104,873       3,217,503  
 
Websense, Inc.(a)
    277,117       5,389,926  
 
              19,784,169  
 
 
Investment Banking & Brokerage–2.1%
 
       
Evercore Partners, Inc., Class A
    327,124       8,011,267  
 
Knight Capital Group, Inc., Class A(a)
    591,983       7,032,758  
 
Stifel Financial Corp.(a)
    107,768       4,664,199  
 
              19,708,224  
 
 
IT Consulting & Other Services–2.1%
 
       
Acxiom Corp.(a)
    629,231       7,799,318  
 
Lender Processing Services, Inc.
    206,241       6,049,048  
 
Sapient Corp.
    632,871       6,600,845  
 
              20,449,211  
 
 
Life Sciences Tools & Services–1.5%
 
       
Bruker Corp.(a)(b)
    493,536       5,868,143  
 
Parexel International Corp.(a)
    412,170       8,198,061  
 
              14,066,204  
 
 
Managed Health Care–0.8%
 
       
AMERIGROUP Corp.(a)
    204,246       7,536,677  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Number of
   
Description   Shares   Value
 
 
Marine–0.7%
 
       
Kirby Corp.(a)
    174,000     $ 6,408,420  
 
 
Marine Ports & Services–0.4%
 
       
Aegean Marine Petroleum Network, Inc. (Marshall Islands)
    246,665       3,672,842  
 
 
Metal & Glass Containers–0.9%
 
       
Greif, Inc., Class A
    151,111       8,590,660  
 
 
Oil & Gas Drilling–0.8%
 
       
Patterson–UTI Energy, Inc.
    506,487       7,475,748  
 
 
Oil & Gas Equipment & Services–1.4%
 
       
Newpark Resources, Inc.(a)
    818,918       7,149,154  
 
Oil States International, Inc.(a)
    154,187       6,357,130  
 
              13,506,284  
 
 
Oil & Gas Exploration & Production–2.1%
 
       
Brigham Exploration Co.(a)
    379,796       5,818,475  
 
Comstock Resources, Inc.(a)
    369,791       8,050,350  
 
Whiting Petroleum Corp.(a)
    72,922       6,186,702  
 
              20,055,527  
 
 
Oil & Gas Refining & Marketing–0.7%
 
       
World Fuel Services Corp.
    245,223       6,262,995  
 
 
Packaged Foods & Meats–1.4%
 
       
Diamond Foods, Inc.(b)
    119,429       5,043,487  
 
TreeHouse Foods, Inc.(a)
    206,468       8,568,422  
 
              13,611,909  
 
 
Paper Packaging–1.2%
 
       
Packaging Corp. of America
    245,300       5,467,737  
 
Rock-Tenn Co., Class A
    131,369       6,329,358  
 
              11,797,095  
 
 
Paper Products–0.7%
 
       
Domtar Corp.
    110,624       6,639,652  
 
 
Personal Products–0.2%
 
       
Inter Parfums, Inc.
    117,759       1,933,603  
 
 
Pharmaceuticals–2.4%
 
       
Auxilium Pharmaceuticals, Inc.(a)(b)
    202,181       5,238,510  
 
MAP Pharmaceuticals, Inc.(a)
    121,628       1,315,407  
 
Medicis Pharmaceutical Corp., Class A
    315,582       8,678,505  
 
Salix Pharmaceuticals Ltd.(a)
    211,749       8,016,817  
 
              23,249,239  
 
 
Property & Casualty Insurance–0.8%
 
       
ProAssurance Corp.(a)
    148,269       7,850,844  
 
 
Regional Banks–0.8%
 
       
SVB Financial Group(a)
    204,952       7,618,066  
 
 
Restaurants–1.3%
 
       
BJ’s Restaurants, Inc.(a)
    261,384       6,257,533  
 
Buffalo Wild Wings, Inc.(a)
    151,249       6,325,233  
 
              12,582,766  
 
 
Semiconductor Equipment–0.8%
 
       
Cymer, Inc.(a)
    255,906       7,531,314  
 
 
Semiconductors–2.8%
 
       
Cavium Networks, Inc.(a)(b)
    274,828       6,634,348  
 
Cypress Semiconductor Corp.(a)
    818,995       8,669,062  
 
Fairchild Semiconductor International, Inc.(a)
    746,180       5,767,971  
 
Microsemi Corp.(a)
    441,656       6,183,184  
 
              27,254,565  
 
 
Specialized Consumer Services–0.8%
 
       
Coinstar, Inc.(a)(b)
    185,579       8,072,687  
 
 
Specialty Chemicals–1.7%
 
       
Cytec Industries, Inc.
    133,236       6,319,384  
 
Rockwood Holdings, Inc.(a)
    222,372       5,748,316  
 
Stepan Co.
    81,176       4,501,209  
 
              16,568,909  
 
 
Specialty Stores–0.8%
 
       
Tractor Supply Co.
    116,856       7,943,871  
 
 
Systems Software–2.7%
 
       
CommVault Systems, Inc.(a)
    339,667       8,338,825  
 
Fortinet, Inc.(a)
    105,064       2,142,255  
 
MICROS Systems, Inc.(a)
    237,802       9,060,256  
 
Rovi Corp.(a)
    157,543       6,854,696  
 
              26,396,032  
 
 
Trucking–0.8%
 
       
Landstar System, Inc.
    223,489       8,041,134  
 
 
Wireless Telecommunication Services–0.9%
 
       
Syniverse Holdings, Inc.(a)
    411,648       8,467,599  
 
Total Common Stocks 92.2%
            888,890,621  
 
 
Investment Company–2.0%
 
       
iShares Russell 2000 Growth Index Fund(b)
    297,400       19,521,336  
 
Total Long-Term Investments 94.2% (Cost $903,272,802)
            908,411,957  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Number of
   
Description   Shares   Value
 
 
Money Market Funds–6.3%
 
       
Liquid Assets Portfolio–Institutional Class(c)
    30,051,119     $ 30,051,119  
 
Premier Portfolio–Institutional Class(c)
    30,051,119       30,051,119  
 
Total Money Market Funds 6.3% (Cost $60,102,238)
            60,102,238  
 
Total Investments (excluding investments purchased with cash collateral from securities on loan) 100.5% (Cost $963,375,040)
            968,514,195  
 
 
Investments Purchased with Cash Collateral from Securities on Loan
 
       
 
Money Market Funds–5.1%
 
       
Liquid Assets Portfolio–Institutional Class(c)(d) (Cost $49,144,395)
    49,144,395       49,144,395  
 
Total Investments 105.6% (Cost $1,012,519,435)
            1,017,658,590  
 
Liabilities in Excess of Other Assets (5.6%)
            (53,677,123 )
 
Net Assets 100.0%
          $ 963,981,467  
 
 
Percentages are calculated as a percentage of net assets.
 
Notes to Schedule of Investments:
 
(a) Non-income producing security.
(b) All or a portion of this security was out on loan at August 31, 2010.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.
(d) 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. See Note 1(F) in the Notes to Financial Statements.
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. (See Note 3 in the Notes to Financial Statements for further information regarding fair value measurements.)
  The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s investments carried at value:
 
                                 
    Level 1   Level 2   Level 3    
        Other Significant
  Significant
   
    Quoted Prices   Observable Inputs   Unobservable Inputs   Total
 
Equity Securities
  $ 1,017,658,590     $     $     $ 1,017,658,590  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $903,272,802)*
  $ 908,411,957  
 
Investments in affiliated money market funds, at value and cost
    109,246,633  
 
Receivables:
       
Fund shares sold
    2,057,953  
 
Dividends
    287,440  
 
Investments sold
    243,917  
 
Interest
    12,084  
 
Other
    5,710  
 
Total assets
    1,020,265,694  
 
 
Liabilities:
 
Payables:
       
Collateral upon return of securities loaned
    49,144,395  
 
Investments purchased
    3,481,976  
 
Fund shares repurchased
    2,491,042  
 
Distributor and affiliates
    776,554  
 
Accrued expenses
    390,260  
 
Total liabilities
    56,284,227  
 
Net assets
  $ 963,981,467  
 
 
Net assets consist of:
 
Capital (Par value of $0.01 per share with an unlimited number of shares authorized)
  $ 996,863,305  
 
Net unrealized appreciation
    5,139,155  
 
Accumulated net realized gain (loss)
    (38,020,993 )
 
Net assets
  $ 963,981,467  
 
 
Maximum offering price per share:
 
Class A Shares:
       
Net asset value and redemption price per share (Based on net assets of $691,455,574 and 79,154,602 shares of beneficial interest issued and outstanding)
  $ 8.74  
 
Maximum sales charge (5.50% of offering price)
    0.51  
 
Maximum offering price to public
  $ 9.25  
 
Class B Shares:
       
Net asset value and offering price per share (Based on net assets of $19,248,962 and 2,351,992 shares of beneficial interest issued and outstanding)
  $ 8.18  
 
Class C Shares:
       
Net asset value and offering price per share (Based on net assets of $53,673,384 and 6,626,504 shares of beneficial interest issued and outstanding)
  $ 8.10  
 
Class Y Shares:
       
Net asset value and offering price per share (Based on net assets of $199,603,547 and 22,568,303 shares of beneficial interest issued and outstanding)
  $ 8.84  
 
At August 31, 2010, securities with an aggregate value of $47,471,153 were on loan to brokers.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Operations
 
 
                 
    For the
  For the
    five months ended
  year ended
    August 31, 2010   March 31, 2010
 
 
Investment income:
 
       
Dividends (net of foreign withholding taxes of $21,635 and $20,253, respectively)
  $ 1,250,495     $ 2,950,004  
 
Dividends from affiliated money market funds (including securities lending income of $4,767 and $0, respectively)
    43,829       -0-  
 
Interest
    24,974       74,180  
 
Total income
    1,319,298       3,024,184  
 
 
Expenses:
 
       
Investment advisory fee
    3,441,481       6,682,320  
 
Distribution fees
               
Class A
    775,132       1,499,245  
 
Class B
    48,877       89,937  
 
Class C
    250,586       527,974  
 
Transfer agent fees
    959,565       2,315,887  
 
Reports to shareholders
    227,984       213,220  
 
Administrative services fees
    101,363       146,651  
 
Registration fees
    47,718       133,762  
 
Professional fees
    38,706       88,654  
 
Trustees’ and officers’ fees and benefits
    25,942       59,711  
 
Custody
    21,688       59,222  
 
Other
    16,394       33,289  
 
Total expenses
    5,955,436       11,849,872  
 
Expense reduction
    21,841       0  
 
Less credits earned on cash balances
    0       236  
 
Net Expenses
    5,933,595       11,849,636  
 
Net investment income (loss)
    (4,614,297 )     (8,825,452 )
 
 
Realized and unrealized gain (loss):
 
       
Realized gain (loss):
               
Investments
    69,714,816       92,179,760  
 
Foreign currency transactions
    725       (7,841 )
 
Net realized gain
    69,715,541       92,171,919  
 
Unrealized appreciation (depreciation):
               
Beginning of the period
    171,054,209       (21,116,616 )
 
End of the period:
               
Investments
    5,139,155       171,053,895  
 
Foreign currency translation
    -0-       314  
 
      5,139,155       171,054,209  
 
Net unrealized appreciation (depreciation) during the period
    (165,915,054 )     192,170,825  
 
Net realized and unrealized gain (loss)
    (96,199,513 )     284,342,744  
 
Net increase (decrease) in net assets from operations
  $ (100,813,810 )   $ 275,517,292  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
 
                         
    For the
  For the
  For the
    five months ended
  year ended
  year ended
    August 31, 2010   March 31, 2010   March 31, 2009
 
 
From investment activities:
 
               
 
Operations:
 
               
Net investment income (loss)
  $ (4,614,297 )   $ (8,825,452 )   $ (5,872,970 )
 
Net realized gain (loss)
    69,715,541       92,171,919       (177,125,868 )
 
Net unrealized appreciation (depreciation) during the period
    (165,915,054 )     192,170,825       (37,881,539 )
 
Net change in net assets from investment activities
    (100,813,810 )     275,517,292       (220,880,377 )
 
 
From capital transactions:
 
               
Proceeds from shares sold
    145,980,920       573,901,702       512,494,540  
 
Cost of shares repurchased
    (183,448,415 )     (302,469,679 )     (220,016,772 )
 
Net change in net assets from capital transactions
    (37,467,495 )     271,432,023       292,477,768  
 
Total increase (decrease) in net assets
    (138,281,305 )     546,949,315       71,597,391  
 
 
Net assets:
 
               
Beginning of the period
    1,102,262,772       555,313,457       483,716,066  
 
End of the period (including accumulated net investment income (loss) of $0, $(231,253) and $(139,440), respectively)
  $ 963,981,467     $ 1,102,262,772     $ 555,313,457  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights
 
The following schedules present financial highlights for one share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A Shares
    Five months ended
  Year ended March 31,
    August 31, 2010   2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 9.62     $ 6.93     $ 10.15     $ 10.70     $ 10.80     $ 7.98  
 
Net investment income (loss)(a)
    (0.04 )     (0.09 )     (0.09 )     (0.10 )     (0.09 )     (0.10 )
 
Net realized and unrealized gain (loss)
    (0.84 )     2.78       (3.13 )     0.29       (0.01 )     2.92  
 
Total from investment operations
    (0.88 )     2.69       (3.22 )     0.19       (0.10 )     2.82  
 
Less distributions from net realized gain
    -0-       -0-       -0-       0.74       -0-       -0-  
 
Net asset value, end of the period
  $ 8.74     $ 9.62     $ 6.93     $ 10.15     $ 10.70     $ 10.80  
 
Total return*
    (9.15 )%(b)     38.82 %(c)     (31.72 )%(c)     0.79 %(c)     (0.83 )%(c)     35.21 %(c)
 
Net assets at end of the period (in millions)
  $ 691.5     $ 749.0     $ 402.6     $ 317.6     $ 226.6     $ 146.9  
 
Ratio of expenses to average net assets*
    1.34 %(e)     1.39 %(d)     1.40 %(d)     1.38 %(d)     1.47 %(d)     1.61 %(d)
 
Ratio of net investment income (loss) to average net assets*
    (1.04 )%(e)     (1.04 )%     (1.00 )%     (0.92 )%     (0.92 )%     (1.06 )%
 
Portfolio turnover
    63 %(f)     234 %     219 %     194 %     321 %     277 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total return would have been lower and the ratios would have been as follows:
Ratio of expenses to average net assets
    1.34 %(e)     N/A       N/A       N/A       N/A       1.63 %(d)
 
Ratio of net investment income (loss) to average net assets
    (1.04 )%(e)     N/A       N/A       N/A       N/A       (1.09 )%
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The ratio of expenses to average net assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended March 31, 2006.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $739,669.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
 
N/A = Not Applicable
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Van Kampen Small Cap Growth Fund


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Financial Highlights—(continued)
 
 
                                                 
    Class B Shares
    Five months ended
  Year ended March 31,
    August 31, 2010   2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 9.03     $ 6.51     $ 9.59     $ 10.22     $ 10.39     $ 7.74  
 
Net investment income (loss)(a)
    (0.05 )     (0.09 )     (0.14 )     (0.18 )     (0.16 )     (0.16 )
 
Net realized and unrealized gain (loss)
    (0.80 )     2.61       (2.94 )     0.29       (0.01 )     2.81  
 
Total from investment operations
    (0.85 )     2.52       (3.08 )     0.11       (0.17 )     2.65  
 
Less distributions from net realized gain
    -0-       -0-       -0-       0.74       -0-       -0-  
 
Net asset value, end of the period
  $ 8.18     $ 9.03     $ 6.51     $ 9.59     $ 10.22     $ 10.39  
 
Total return*
    (9.41 )%(b)(d)     38.71 %(c)(e)     (32.12 )%(c)(e)     0.03 %(c)     (1.64 )%(c)     34.24 %(c)
 
Net assets at end of the period (In millions)
  $ 19.2     $ 23.2     $ 22.0     $ 42.7     $ 50.6     $ 59.1  
 
Ratio of expenses to average net assets*
    1.63 (d)(g)     1.53 %(e)(f)     2.04 %(e)(f)     2.14 %(f)     2.22 %(f)     2.36 %(f)
 
Ratio of net investment income (loss) to average net assets*
    (1.33 )%(d)(g)     (1.19 )%(e)     (1.65 )%(e)     (1.68 )%     (1.68 )%     (1.83 )%
 
Portfolio turnover
    63 %(h)     234 %     219 %     194 %     321 %     277 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total return would have been lower and the ratios would have been as follows:
Ratio of expenses to average net assets
    1.63 %(d)(g)     N/A       N/A       N/A       N/A       2.39 %(f)
 
Ratio of net investment income (loss) to average net assets
    (1.33 )%(d)(g)     N/A       N/A       N/A       N/A       (1.86 )%
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.54%.
(e) The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of less than 1%.
(f) The ratio of expenses to average net assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended March 31, 2006.
(g) Ratios are annualized and based on average daily net assets (000’s omitted) of $21,835.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
 
N/A = Not Applicable
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

Financial Highlights—(continued)
 
 
                                                 
    Class C Shares
    Five months ended
  Year ended March 31,
    August 31, 2010   2010   2009   2008   2007   2006
 
Net asset value, beginning of the period
  $ 8.95     $ 6.50     $ 9.58     $ 10.21     $ 10.38     $ 7.73  
 
Net investment income (loss)(a)
    (0.07 )     (0.14 )     (0.14 )     (0.18 )     (0.16 )     (0.16 )
 
Net realized and unrealized gain (loss)
    (0.78 )     2.59       (2.94 )     0.29       (0.01 )     2.81  
 
Total from investment operations
    (0.85 )     2.45       (3.08 )     0.11       (0.17 )     2.65  
 
Less distributions from net realized gain
    -0-       -0-       -0-       0.74       -0-       -0-  
 
Net asset value, end of the period
  $ 8.10     $ 8.95     $ 6.50     $ 9.58     $ 10.21     $ 10.38  
 
Total return*
    (9.50 )%(b)     37.69 %(c)     (32.15 )%(c)     0.03 %(c)     (1.64 )%(c)     34.28 %(c)
 
Net assets at end of the period (in millions)
  $ 53.7     $ 62.5     $ 39.1     $ 42.4     $ 31.7     $ 28.0  
 
Ratio of expenses to average net assets*
    2.09 %(e)     2.14 %(d)     2.14 %(d)     2.14 %(d)     2.22 %(d)     2.36 %(d)
 
Ratio of net investment income (loss) to average net assets*
    (1.79 )%(e)     (1.79 )%     (1.75 )%     (1.67 )%     (1.68 )%     (1.83 )%
 
Portfolio turnover
    63 %(f)     234 %     219 %     194 %     321 %     277 %
 
* If certain expenses had not been voluntarily assumed by the adviser, total return would have been lower and the ratios would have been as follows:
Ratio of expenses to average net assets
    2.09 %(e)     N/A       N/A       N/A       N/A       2.39 %(d)
 
Ratio of net investment income (loss) to average net assets
    (1.79 )%(e)     N/A       N/A       N/A       N/A       (1.86 )%
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The ratio of expenses to average net assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended March 31, 2006.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $59,780.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
 
N/A = Not Applicable
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Financial Highlights—(continued)
 
 
                                                 
    Class Y Sharesˆ
                        February 2, 2006
                        (commencement of
    Five months ended
  Year ended March 31,   operations) to
    August 31, 2010   2010   2009   2008   2007   March 31, 2006
 
Net asset value, beginning of the period
  $ 9.73     $ 6.99     $ 10.20     $ 10.74     $ 10.80     $ 10.00  
 
Net investment income (loss)(a)
    (0.03 )     (0.06 )     (0.07 )     (0.07 )     (0.07 )     (0.01 )
 
Net realized and unrealized gain (loss)
    (0.86 )     2.80       (3.14 )     0.27       0.01       0.81  
 
Total from investment operations
    (0.89 )     2.74       (3.21 )     0.20       (0.06 )     0.80  
 
Less distributions from net realized gain
    -0-       -0-       -0-       0.74       -0-       -0-  
 
Net asset value, end of the period
  $ 8.84     $ 9.73     $ 6.99     $ 10.20     $ 10.74     $ 10.80  
 
Total return*
    (9.15 )%(b)     39.20 %(c)     (31.47 )%(c)     0.88 %(c)     (0.56 )%(c)     8.00 %(c)**
 
Net assets at end of the period (In millions)
  $ 199.6     $ 267.6     $ 91.6     $ 81.0     $ 15.5     $ 0.1  
 
Ratio of expenses to average net assets*
    1.09 %(e)     1.14 %(d)     1.15 %(d)     1.14 %(d)     1.22 %(d)     1.36 %(d)
 
Ratio of net investment income (loss) to average net assets*
    (0.80 )%(e)     (0.76 )%     (0.75 )%     (0.63 )%     (0.67 )%     (0.68 )%
 
Portfolio turnover
    63 %(f)     234 %     219 %     194 %     321 %     277 %(f)
 
* If certain expenses had not been voluntarily assumed by the adviser, total return would have been lower and the ratios would have been as follows:
Ratio of expenses to average net assets
    1.09 %(e)     N/A       N/A       N/A       N/A       1.42 %(d)
 
Ratio of net investment income (loss) to average net assets
    (0.80 )%(e)     N/A       N/A       N/A       N/A       (0.75 )%
 
(a) Based on average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Assumes reinvestment of all distributions for the period. These returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d) The ratio of expenses to average net assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by 0.01% for the year ended March 31, 2006.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $244,679.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
ˆ On June 1, 2010, the Fund’s former Class I Shares were reorganized into Class Y Shares.
** Non-Annualized
 
N/A = Not Applicable
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Van Kampen Small Cap Growth Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from March 31 to August 31.
  Prior to June 1, 2010, the Fund operated as Van Kampen Small Cap Growth Fund (the “Acquired Fund”), an investment portfolio of Van Kampen Equity Trust. The Acquired Fund was reorganized on June 1, 2010 (the “Reorganization Date”) through the transfer of all its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is capital appreciation.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
 
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    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets. Prior to the Reorganization, incremental transfer agency fees which are unique to each class of shares of the Acquired Fund were charged to the operations of such class.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Redemption Fees — The Fund has a 2% redemption fee that is to be retained by the Fund to offset transaction costs and other expenses associated with short-term redemptions and exchanges. The fee, subject to certain exceptions, is imposed on certain redemptions or exchanges of shares within 31 days of purchase. The redemption fee is recorded as an increase in shareholder capital and is allocated among the share classes based on the relative net assets of each class.
J. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy 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. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the
 
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collateral accordingly, and the borrower fails to return the securities. 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. The Fund could experience delays and costs in gaining access to the collateral. The 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. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
K. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
L. Expense Offset Arrangements — The expense offset arrangement is comprised of custodian credits which result from periodic overnight cash balances at the custodian. For the period ended August 31, 2010 and the years ended March 31, 2010 and 2009, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $0, $236 and $9,715, respectively.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0 .80%
 
Next $500 million
    0 .75%
 
Over $1 billion
    0 .70%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $1,442,770 and $6,682,320 to Van Kampen Asset Management (“Van Kampen”) based on the annual rates above of the Acquired Fund’s average daily net assets for the period April 1, 2010 to May 31, 2010 and for the year ended March 31, 2010, respectively.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization Date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, and Class Y shares to 1.38%, 2.13%, 2.13% and 1.13%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.
  For the period ended August 31, 2010, the Adviser waived advisory fees of $21,841.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, under separate accounting services and chief compliance officer (“CCO”) employment agreements, Van Kampen Investments Inc. (“VKII”) provided accounting services and the CCO provided compliance services to the Acquired Fund. Pursuant to such agreements, the Acquired Fund paid $12,017 and $68,300 to VKII for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively. For the period ended August 31, 2010 and the year ended March 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Fund.
 
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  Prior to the Reorganization, under a legal services agreement, VKII provided legal services to the Acquired Fund. Pursuant to such agreement, the Acquired Fund paid $11,582 and $36,300 to VKII for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Pursuant to such agreement, for the period ended August 31, 2010, IIS was paid $581,905 for providing such services. Prior to the Reorganization, the Acquired Fund paid $103,404 and approximately $494,000 to Van Kampen Investor Services Inc., which served as the Acquired Fund’s transfer agent, for the period April 1, 2010 to May 31, 2010 and for the year ended March 31, 2010, respectively. For the period ended August 31, 2010 and the year ended March 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, and a service plan (collectively, the “Plans”) for Class A shares, Class B shares and Class C shares to compensate IDI for the sale, distribution, shareholder servicing and maintenance of shareholder accounts for these shares. Under the Plans, the Fund will incur annual fees of up to 0.25% of Class A average daily net assets and up to 1.00% each of Class B and Class C average daily net assets.
  With respect to Class B and Class C shares, the Fund is authorized to reimburse in future years any distribution related expenses that exceed the maximum annual reimbursement rate for such class, so long as such reimbursement does not cause the Fund to exceed the Class B and Class C maximum annual reimbursement rate, respectively. With respect to Class A shares, distribution related expenses that exceed the maximum annual reimbursement rate for such class are not carried forward to future years and the Fund will not reimburse IDI for any such expenses.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Van Kampen Funds Inc. (“VKFI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $455,620 and $2,117,156 to VKFI for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively.
  For the period ended August 31, 2010 and the year ended March 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $8,873 in front-end sales commissions from the sale of Class A shares and $644, $7,057 and $2,650 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period April 1, 2010 to May 31, 2010, VKFI retained $19,613 in front-end sales commissions from the sale of Class A shares and $10,839, for CDSC imposed on redemptions by shareholders. For the year ended March 31, 2010, VKFI retained approximately $120,500 in front-end sales commissions from the sale of Class A shares and approximately $61,100, for CDSC imposed on redemptions by shareholders.
  The Acquired Fund paid brokerage commissions to Morgan Stanley & Co., Inc., an affiliate of Van Kampen, totaling $30,080 and $564,616 for the period April 1, 2010 to May 31, 2010 and the year ended March 31, 2010, respectively.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan
 
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and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
  For the period ended August 31, 2010, the Fund paid legal fees of $0 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. For the period April 1, 2010 to May 31, 2010, the Acquired Fund recognized expenses of $6,396 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), of which a director of the Acquired Fund was a partner of such firm and he and his law firm provided legal services as legal counsel to the Acquired Fund. For the year ended March 31, 2010, the Acquired Fund recognized expenses of $26,850 representing legal services provided by Skadden.
 
NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Period Ended August 31, 2010 and the Years Ended March 31, 2010 and March 31, 2009:
 
There were no ordinary income or long-term distributions during the period ended August 31, 2010 and the years ended March 31, 2010 and March 31, 2009.
 
Tax Components of Net Assets at Period-End:
 
         
    August 31, 2010
 
Undistributed ordinary income
  $ -0-  
 
Net unrealized appreciation — investments
    3,519,478  
 
Capital loss carryforward
    (36,401,316 )
 
Shares of beneficial interest
    996,863,305  
 
Total net assets
  $ 963,981,467  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. Under these limitation rules, the Fund is limited to utilizing $36,401,316 of capital loss carryforward in the fiscal year ending August 31, 2011.
  The Fund utilized $67,017,288 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 36,401,316  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund from April 1, 2010 to August 31, 2010 was $625,793,753 and $665,916,355, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 75,273,651  
 
Aggregate unrealized (depreciation) of investment securities
    (71,754,173 )
 
Net unrealized appreciation of investment securities
  $ 3,519,478  
 
Cost of investments for tax purposes is $1,014,139,112.
 
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NOTE 8—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, undistributed net investment income (loss) was increased by $4,845,550, undistributed net realized gain (loss) was decreased by $726 and shares of beneficial interest decreased by $4,844,824. This reclassification had no effect on the net assets of the Fund.
 
NOTE 9—Share Information
 
 
                                                 
    For the five months ended
  For the year ended March 31,
    August 31, 2010(a)   2010   2009
    Shares   Value   Shares   Value   Shares   Value
 
Sales:
                                               
Class A
    12,491,916 (b)   $ 117,534,320 (b)     46,177,393     $ 374,644,838       44,536,423     $ 388,680,396  
 
Class B
    160,701       1,436,516       600,025       4,541,319       962,362       8,307,076  
 
Class C
    417,676       3,715,035       2,604,739       19,506,872       3,243,039       27,265,519  
 
Class Y
    2,430,630       23,295,049       21,184,423       175,208,673       10,009,228       88,241,549  
 
Total Sales
    15,500,923     $ 145,980,920       70,566,580     $ 573,901,702       58,751,052     $ 512,494,540  
 
Repurchases:(c)
                                               
Class A
    (11,170,029 )   $ (103,884,733 )     (26,403,632 )   $ (221,138,510 )     (17,778,305 )   $ (150,526,244 )
 
Class B
    (375,529 )(b)     (3,330,797 )(b)     (1,417,790 )     (10,894,866 )     (2,034,594 )     (16,191,623 )
 
Class C
    (775,941 )     (6,746,780 )     (1,630,764 )     (12,662,550 )     (1,659,017 )     (12,996,548 )
 
Class Y
    (7,352,354 )     (69,486,105 )     (6,790,411 )     (57,773,753 )     (4,855,719 )     (40,302,357 )
 
Total Repurchases
    (19,673,853 )   $ (183,448,415 )     (36,242,597 )   $ (302,469,679 )     (26,327,635 )   $ (220,016,772 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 30% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b) Includes automatic conversion of 225,007 Class B shares into 210,988 Class A shares at a value of $1,929,978.
(c) Net of redemption fees of $7,585 allocated among the classes based on relative net assets of each class for the period ended August 31, 2010.
 
  Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 10—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Van Kampen Small Cap Growth Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Van Kampen Small Cap Growth Fund (formerly known as Van Kampen Small Cap Growth Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended March 31, 2010 and prior were audited by other independent auditors whose report dated May 18, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio3
A
    $ 1,000.00       $ 975.45         6.62       $ 1,018.50         6.77         1.33 %
                                                             
B
      1,000.00         972.65         8.05         1,017.04         8.24         1.62 %
                                                             
C
      1,000.00         971.22         10.28         1,014.77         10.51         2.08 %
                                                             
Y
      1,000.00         975.72         5.33         1,019.81         5.45         1.08 %
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
3  The expense ratios reflect an expense waiver. The Class B expense ratio reflects actual 12b-1 fees of less than 1%.
 
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Approval of Investment Advisory and Sub-Advisory Contracts
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Van Kampen Small Cap Growth Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Van Kampen retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
 
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the
 
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terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Van Kampen Small Cap Growth Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
(1)
  Approve an Agreement and Plan of Reorganization     61,151,492       1,144,590       4,173,109       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(EDELIVERY GRAPH)
     
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
     
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
     
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
     
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
VK-SCG-AR-1           Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Invesco California Tax-Free Income Fund
Annual Report to Shareholders    August 31, 2010
 
     
 
   
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
13
  Financial Statements
15
  Notes to Financial Statements
22
  Financial Highlights
26
  Auditor's Report
27
  Fund Expenses
28
  Approval of Investment Advisory and Sub-Advisory Agreements
30
  Tax Information
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders

(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
     
 
   
2
  Invesco California Tax-Free Income Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
     
 
   
3
  Invesco California Tax-Free Income Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
All share classes of Invesco California Tax-Free Income Fund at net asset value (NAV) posted positive returns during the eight-month reporting period ended August 31, 2010. The Fund’s Class A shares at net asset value (NAV) underperformed the Fund’s broad market and style-specific benchmark, the Barclays Capital California Municipal Index, and slightly underperformed the Fund’s peer group index, the Lipper California Municipal Debt Funds Index. The Fund’s underweight exposure to the more than 20-year maturity portion of the yield curve and an underweight position in state general obligation bonds, were the primary detractors from performance versus the Barclays Capital California Municipal Index.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 12/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    8.01 %
 
Class B Shares
    8.06  
 
Class C Shares
    7.72  
 
Class Y Shares
    8.16  
 
Barclays Capital California Municipal Index (Broad Market/Style-Specific Index)
    8.75  
 
Lipper CA Municipal Debt Funds Index (Peer Group Index)
    8.11  
  Invesco, Barclays Capital; Lipper Inc.

 
How we invest
The Fund will normally invest at least 80% of its assets in securities that pay interest exempt from federal and California state income taxes. We generally invest the Fund’s assets in investment grade California municipal obligations. These municipal obligations will have the following ratings at the time of purchase:
n   Municipal bonds–within the four highest grades by Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Group (S&P) or Fitch Ratings (Fitch)
n   Municipal notes–within the two highest grades or, if not rated, have outstanding bonds within the four highest grades by Moody’s, S&P or Fitch
 
n   Municipal commercial paper–within the highest grade by Moody’s, S&P or Fitch
     We may also invest in unrated securities, which we judge to be of comparable quality to the securities described above. Additionally, we may invest up to 5% of the Fund’s net assets in municipal obligations rated below investment grade (commonly known as junk bonds) or, if unrated, of comparable quality as we determine.


     We buy and sell California municipal securities with a view toward seeking a high level of current income exempt from federal and California income taxes or other local income taxes. In selecting securities for purchase and sale, we use our research capabilities to identify and monitor investment opportunities. In conducting research and analysis, we consider a number of factors, including general market and economic conditions and credit and interest rate risk.
     Portfolio securities are typically sold when our assessments of any of these factors materially change. Measures of interest rate risk that we evaluate include duration, coupon, maturity and call protection. Measures of credit risk evaluated include individual issuer analysis, sector weightings, geographic distribution and quality spreads.
 
Market conditions and your Fund
Market conditions during the eight-month reporting period were influenced by two broad themes: private sector recovery and concerns over sovereign creditworthiness. In the U.S. and most of the developed world, a gradual and somewhat lackluster recovery continued, with central banks keeping interest rates at low levels and with few of them withdrawing their quantitative easing measures. This has helped private sector companies improve their balance sheets and earnings following the global financial crisis that began to dissipate in early 2009. Recently, however, investor skepticism of global governments’ abilities to retire huge amounts of debt


 
Portfolio Composition
By credit quality, based on total investments
         
AAA
    31.9 %
 
AA
    5.5  
 
AA-
    6.1  
 
A+
    6.1  
 
A
    13.6  
 
A-
    3.1  
 
BBB+
    1.6  
 
BBB
    4.2  
 
BBB-
    6.0  
 
BB-
    0.5  
 
N/A
    10.8  
 
NR
    11.4  
 
Cash
    (0.8 )
 
Top 10 Fixed Income Issuers*
                 
  1.    
Long Beach Bond Finance Authority
    6.8 %
 
  2.    
California State Department of Water Resources
    4.1  
 
  3.    
Los Angeles Department of Water & Power
    3.9  
 
  4.    
City of San Jose
    3.1  
 
  5.    
University of California
    2.7  
 
  6.    
City & County of San Francisco
    2.6  
 
  7.    
County of Madera
    2.5  
 
  8.    
Antelope Valley Healthcare District
    2.2  
 
  9.    
City of Los Angeles
    1.7  
 
  10.    
State of California
    1.7  
 
Total Net Assets   $325.3 million
     
Total Number of Holdings*   130
 
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*   Excluding cash equivalent holdings.
  Source: Standard and Poor’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice. “Non-Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Standard and Poor’s rating methodology, please visit www.standardandpoors.com and select ‘Understanding Ratings’ under Rating Resources on the homepage.


     
 
   
4
  Invesco California Tax-Free Income Fund


Table of Contents

without affecting economic growth rates caused sovereign debt distress (especially for Greece and other southern euro zone countries) and became a focal point of investor concern in the first half of 2010.
     In the U.S., economic recovery was present, although uneven and possibly slowing, as stubbornly high unemployment continued to weigh on the economy.1 Real gross domestic product (GDP), the broadest measure of overall U.S. economic activity, increased at an annual rate of 1.7% in the second quarter of 2010. In the first quarter, real GDP increased 3.7%.1 The U.S. Federal Reserve (the Fed) maintained a very accommodative monetary policy throughout the period, with the federal funds target rate unchanged in its range of zero to 0.25%.2 The Fed recently described its view of the U.S. economy: “Financial conditions have become less supportive of economic growth on balance, largely reflecting developments abroad.”2 Consequently, it was widely expected that the Fed would continue to keep rates low for an extended period.
     Sector performance was driven by quality spread tightening, largely a result of continued flows into the municipal market combined with less tax-exempt issuance. As a result, BBB-rated and lower credit quality sectors outperformed. Fund flows have continued to remain strong after an exceptional 2009. In addition, new issuance during the reporting period was about 1.5% ahead of last year’s pace, at $261.0 billion versus 257.3 billion.3 However, approximately 30% of supply since the beginning of the year was in the form of taxable Build American Bonds.3
     While many states are currently facing budgetary challenges, California has perhaps received more press than most. The state still benefits from its large and diverse economic base and above-average wealth levels. However, its large exposure to the housing crisis, falling tax revenues and recent budgetary shortfalls pose considerable challenges. Although the rating agencies have downgraded the state’s credit rating and the market has reacted accordingly, the negative impact has been tempered somewhat by the increasing issuance of taxable Build America Bonds and the continued decrease in supply of tax-exempt debt.
     On the whole, the Fund generated positive absolute returns for the period. In terms of yield curve positioning, an overweight in 12- to 20-year bonds contributed to returns, while an underweight in the 20-plus year end of the curve detracted from returns on a
relative basis versus the Barclays Capital California Municipal Index.
     As discussed earlier, during the reporting period, lower rated tax-exempt bonds experienced significant price increases relative to higher quality issues. An overweight exposure to BBB and non-rated bonds was a positive contributor to relative and absolute Fund returns.
     At the sector level, the Fund’s underweight position in the tax-supported sector, specifically state general obligation bonds, and, to a lesser extent, the dedicated tax sector, was the primary detractor on a relative basis. At the industry level, we were overweight in hospital revenue bonds, which contributed to positive relative returns. However, we continued to monitor the health care sector in light of recent health care reform, and we continued to diversify out of the sector by selling weaker issuers on analyst recommendations, including swapping deep discount hospital bonds for new issue higher coupon bonds and university revenue bonds.
     Our overweight exposure to tobacco over the reporting period also contributed to relative performance. However, due to the gradual decline in credit fundamentals, we reduced our exposure to the tobacco industry. In addition, our overweight exposure to toll roads contributed to relative performance.
     We use inverse floating rate issues in Invesco California Tax-Free Income Fund to help manage duration, yield curve exposure and credit exposure and to potentially enhance yield. Over the reporting period, the exposure to inverse floating rate issues within the Fund contributed positively to Fund return.
     Thank you for investing in Invesco California Tax-Free Income Fund and for sharing our long-term investment horizon.
1 Bureau of Economic Analysis
2 U.S. Federal Reserve
3 Barclays Capital
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF THOMAS BYRON)
Thomas Byron
Portfolio manager, is manager of Invesco California Tax-Free Income Fund. Mr. Byron joined Invesco in 2010. He earned a B.S. in finance from Marquette University and an M.B.A. in finance from DePaul University.
(PHOTO OF ROBERT STRYKER)
Robert Stryker
Chartered Financial Analyst, portfolio manager, is manager of Invesco California Tax-Free Income Fund. Mr. Stryker joined Invesco in 2010. He earned a B.S. in finance from the University of Illinois, Chicago.
(PHOTO OF ROBERT WIMMEL)
Robert Wimmel
Portfolio manager, is manager of Invesco California Tax-Free Income Fund. Mr. Wimmel joined Invesco in 2010. Mr. Wimmel earned a B.A. in anthropology from the University of Cincinnati and an M.A. in economics from the University of Illinois, Chicago.


     
 
   
5
  Invesco California Tax-Free Income Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class
Fund and index data from 8/31/00
(PERFORMANCE GRAPH)

Past performance cannot guarantee future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.


     
 
   
6
  Invesco California Tax-Free Income Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable
sales charges
                    
Class A Shares        
 
Inception (7/28/97)     4.07 %
 
  10    
Years
    4.08  
 
  5    
Years
    2.65  
 
  1    
Year
    6.64  
 
       
 
       
Class B Shares        
 
Inception (7/11/84)     6.47 %
 
  10    
Years
    4.59  
 
  5    
Years
    3.38  
 
  1    
Year
    6.92  
 
       
 
       
Class C Shares        
 
Inception (7/28/97)     3.96 %
 
  10    
Years
    4.04  
 
  5    
Years
    3.14  
 
  1    
Year
    10.38  
 
       
 
       
Class Y Shares        
 
Inception (7/28/97)     4.72 %
 
  10    
Years
    4.82  
 
  5    
Years
    3.91  
 
  1    
Year
    12.23  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco California Tax-Free Income Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco California Tax-Free Income Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                    
Class A Shares        
 
Inception (7/28/97)     3.80 %
 
  10    
Years
    3.98  
 
  5    
Years
    1.90  
 
  1    
Year
    6.44  
 
       
 
       
Class B Shares        
 
Inception (7/11/84)     6.34 %
 
  10    
Years
    4.48  
 
  5    
Years
    2.65  
 
  1    
Year
    6.71  
 
       
 
       
Class C Shares        
 
Inception (7/28/97)     3.68 %
 
  10    
Years
    3.93  
 
  5    
Years
    2.38  
 
  1    
Year
    10.15  
 
       
 
       
Class Y Shares        
 
Inception (7/28/97)     4.44 %
 
  10    
Years
    4.71  
 
  5    
Years
    3.16  
 
  1    
Year
    11.90  
results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 0.85%, 0.84%, 1.35% and 0.60%, respectively.1 The total annual Fund operating
expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 0.87%, 0.86%, 1.37% and 0.62%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 4.75% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


     
 
   
7
  Invesco California Tax-Free Income Fund

 


Table of Contents

 
Invesco California Tax-Free Income Fund’s investment objective is to provide a high level of current income exempt from federal and California income tax, consistent with the preservation of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The Fund may invest up to 20% of its total assets in securities subject to the federal alternative minimum tax.
 
n   Credit risk refers to the possibility that the issuer of a security will be unable or unwilling to make interest payments and/or repay the principal on its debt. In the case of revenue bonds, notes or commercial paper, for example, the credit risk is the possibility that the user fees from a project or other specified revenue sources are insufficient to meet interest and/or principal payment obligations. Private activity bonds used to finance projects, such as industrial development and pollution control, may also be negatively impacted by the general credit of the user of the project.
 
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
n   The inverse floating rate municipal obligations in which the Fund may invest include derivative instruments such as residual interest bonds (RIBs) or tender option bonds (TOBs). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests,
    which are sold to third-party investors, and inverse floating residual interests, which are purchased by the Fund. Their short-term floating rate interests have first priority on the cash flow from the bond held by the special purpose trust and the Fund is paid the residual cash flow from the bond held by the special purpose trust.
 
n   Leases and installment purchase or conditional sale contract (which may provide for title to be leased asset to pass eventually to the issuer) have developed as a means for governmental issuers to acquire property and equipment without the necessity of complying with the constitutional and statutory requirements generally applicable for the issuance of debt. Certain lease obligations contain non-appropriation for the issuance of debt. Certain lease obligations contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for that purpose by the appropriate legislative body on an annual or other periodic basis. Consequently, continued lease payments on those lease obligations containing non-appropriation clauses are dependent on future legislative actions. If these legislative actions do not occur, the holders of the lease obligation may experience difficulty in exercising their rights, including deposition of the property.
 
n   The issuers of private activity bonds in which the Fund may invest may be negatively impacted by conditions affecting either the general credit of the user of the private activity project or the project itself. Conditions such as regulatory and environmental restrictions and economic downturns may lower the need for these facilities and the ability of the uses of the project to pay for the facilities. This could cause a decline in the Fund’s value.
 
About indexes used in this report
n   The Barclays Capital California Municipal Index is an index of California investment grade municipal bonds.
 
n   The Lipper CA Municipal Debt Funds Index is an unmanaged index considered representative of California municipal debt funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares   CLFAX
Class B Shares   CLFBX
Class C Shares   CLFCX
Class Y Shares   CLFDX


8
  Invesco California Tax-Free Income Fund


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                                 
            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
 
Municipal Obligations–(103.4%)
 
                       
 
California–(98.9%)
 
                       
Adelanto Public Utility Authority, Ser 2009 A
    6.75 %     07/01/39     $ 1,500     $ 1,581,885  
 
Alameda County Joint Powers Authority, Ser 2008 A (AGM)(a)
    5.00 %     12/01/25       750       813,450  
 
Alameda County Joint Powers Authority, Ser 2008 A (AGM)(a)
    5.00 %     12/01/26       1,325       1,424,865  
 
Alvord Unified School District, Ser 2008 A (AGM)(a)
    5.00 %     08/01/28       1,590       1,714,274  
 
Anaheim Public Financing Authority, Ser 1997 C (AGM)(a)
    6.00 %     09/01/16       4,000       4,585,880  
 
Antelope Valley Healthcare District, Refg Ser 1997 A (AGM)(a)
    5.20 %     01/01/20       7,000       7,006,440  
 
Bay Area Toll Authority, San Francisco Bay Area Ser 2009 F-1(b)
    5.25 %     04/01/26       4,685       5,417,875  
 
Bay Area Toll Authority, San Francisco Bay Area Ser 2009 F-1(b)
    5.25 %     04/01/29       5,205       5,914,389  
 
Bay Area Toll Authority, San Francisco Bay Area Toll Bridge Ser 2008 F-1
    5.00 %     04/01/39       2,500       2,674,725  
 
Beverly Hills Unified School District, Election of 2008 Ser 2009(c)
    0.00 %     08/01/26       1,465       727,109  
 
Beverly Hills Unified School District, Election of 2008 Ser 2009(c)
    0.00 %     08/01/32       3,045       1,031,646  
 
California County Tobacco Securitization Agency, Los Angeles County Securitization Corp. Ser 2006(d)
    0.00 %     06/01/28       5,000       4,064,650  
 
California Educational Facilities Authority, California College of the Arts Ser 2005
    5.00 %     06/01/35       2,000       1,807,960  
 
California Educational Facilities Authority, Pitzer College Ser 2005 A
    5.00 %     04/01/35       2,000       2,007,640  
 
California Educational Facilities Authority, Pitzer College Ser 2009
    6.00 %     04/01/40       2,000       2,230,540  
 
California Educational Facilities Authority, University of San Diego Ser 1998 (AMBAC)(a)
    5.00 %     10/01/22       5,000       5,006,000  
 
California Health Facilities Financing Authority, Cedars-Sinai Medical Center Ser 2005
    5.00 %     11/15/27       2,000       2,051,420  
 
California Health Facilities Financing Authority, Childrens Hospital, Ser 2010 A (AGM)(a)
    5.25 %     07/01/38       1,250       1,291,125  
 
California Health Facilities Financing Authority, Kaiser Permanente Ser 2006 A
    5.25 %     04/01/39       2,000       2,030,820  
 
California Health Facilities Financing Authority, Scripps Memorial Hospital Ser 2010 A
    5.00 %     11/15/36       3,500       3,585,365  
 
California Infrastructure & Economic Development Bank, California Science Center Phase II Ser 2006 C
(NATL-RE & FGIC)(a)
    5.00 %     05/01/31       2,000       1,960,720  
 
California Infrastructure & Economic Development Bank, Kaiser Hospital Assistance Ser 2001 A
    5.55 %     08/01/31       5,000       5,114,350  
 
California Municipal Finance Authority, American Heritage Educational Foundation Ser 2006 A
    5.25 %     06/01/26       1,000       974,820  
 
California Municipal Finance Authority, Community Hospitals Central California (COPs)
    5.00 %     02/01/20       2,055       2,113,937  
 
California Municipal Finance Authority, Eisenhower Med Ctr Ser 2010 A
    5.50 %     07/01/30       500       511,780  
 
California Municipal Finance Authority, Eisenhower Med Ctr Ser 2010 A
    5.75 %     07/01/40       1,500       1,538,370  
 
California Pollution Control Financing Authority, Solid Waste Disposal Ser 2002 A (AMT)
    5.00 %     01/01/22       2,000       2,045,440  
 
California State Department of Water Resources, Ser 2003 Y (NATL-RE & FGIC)(a)
    5.00 %     12/01/25       12,730       13,425,949  
 
California State Public Works Board, Department of Corrections Refg Ser 1993 A (AMBAC)(a)
    5.00 %     12/01/19       2,000       2,112,980  
 
California State Public Works Board, Department of Mental Health Coaling Ser 2004 A
    5.00 %     06/01/25       515       522,251  
 
California State University, Systemwide Ser 2008 A (AGM)(a)
    5.00 %     11/01/39       3,000       3,130,770  
 
California Statewide Communities Development Authority, Adventist Health Ser 2005 A
    5.00 %     03/01/30       5,000       5,058,200  
 
California Statewide Communities Development Authority, American Baptist Homes West Ser 2010
    6.25 %     10/01/39       1,500       1,542,780  
 
California Statewide Communities Development Authority, Baptist University Ser 2007 A
    5.40 %     11/01/27       1,785       1,629,991  
 
California Statewide Communities Development Authority, Cedars-Sinai Medical Center Ser 1992 (COPs)
    6.50 %     08/01/12       570       599,828  
 
California Statewide Communities Development Authority, Sutter Health Ser 2005 A
    5.00 %     11/15/43       1,000       1,001,700  
 
Chino Basin Regional Financing Authority, Ser A (AMBAC)(a)
    5.00 %     11/01/33       725       755,523  
 
City & County of San Francisco, Laguna Honda Hospital Ser 2005 I (AGM)(a)
    5.00 %     06/15/30       8,000       8,320,000  
 
City of Alhambra, Atherton Baptist Homes Ser 2010 A
    7.625 %     01/01/40       1,575       1,690,715  
 
City of Duarte, Ser 1999 A (COPs)
    5.25 %     04/01/19       3,000       3,022,320  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco California Tax-Free Income Fund


Table of Contents

                                 
            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
City of Los Angeles, Ser 2004 A (NATL-RE)(a)
    5.00 %     09/01/24     $ 5,000     $ 5,627,200  
 
City of Los Angeles, Wastewater Refg Ser 2003 B (AGM)(a)
    5.00 %     06/01/22       5,000       5,445,450  
 
City of San Jose, Airport Ser 2001 (NATL-RE & FGIC)(a)
    5.00 %     03/01/25       10,000       10,067,000  
 
City of Vernon, Ser 2009 A
    5.125 %     08/01/21       2,000       2,163,700  
 
Clovis Unified School District, Election of 2004 Ser A (NATL-RE & FGIC)(a)(c)
    0.00 %     08/01/29       735       266,283  
 
Corona-Norco Unified School District, Election of 2006 Ser 2009 B (AGC)(a)(c)
    0.00 %     08/01/28       360       136,660  
 
Corona-Norco Unified School District, Election of 2006 Ser B (AGC)(a)(c)
    0.00 %     08/01/24       1,000       502,530  
 
Corona-Norco Unified School District, Election of 2006 Ser B (AGC)(a)(c)
    0.00 %     08/01/25       1,000       470,420  
 
Corona-Norco Unified School District, Election of 2006 Ser B (AGC)(a)(c)
    0.00 %     08/01/26       1,525       666,349  
 
Corona-Norco Unified School District, Election of 2006 Ser B (AGC)(a)(c)
    0.00 %     08/01/27       1,500       611,025  
 
County of Madera, Valley Children’s Hospital Ser 1995 (COPs) (NATL-RE)(a)
    6.50 %     03/15/15       7,500       8,136,675  
 
County of Sacramento, Airport Systems Ser 2010
    5.00 %     07/01/40       2,200       2,265,340  
 
County of San Diego, Burnham Institute for Medical Research Ser 2006 (COP)
    5.00 %     09/01/34       2,000       1,823,000  
 
Eden Township Healthcare District, Ser 2010 (COPs)
    6.125 %     06/01/34       1,000       1,027,580  
 
El Segundo Unified School District, Election of 2008 Ser 2009 A(c)
    0.00 %     08/01/33       4,430       1,194,993  
 
Fontana Public Financing Authority, Tax Allocation Ser 2003 A (AMBAC)(a)
    5.375 %     09/01/25       1,500       1,520,400  
 
Fontana Unified School District, Ser 2008 B (AGM)(a)(c)
    0.00 %     02/01/33       9,445       2,554,022  
 
Foothill/Eastern Transportation Corridor Agency, Toll Road Ser 1999(c)
    0.00 %     01/15/23       5,000       5,134,950  
 
Foothill/Eastern Transportation Corridor Agency, Toll Road Ser 1999 (NATL-RE)(a)
    5.125 %     01/15/19       4,000       4,005,120  
 
Gilroy Unified School District, Election of 2008 Ser 2009 A (AGC)(a)(c)
    0.00 %     08/01/29       5,350       1,892,402  
 
Gilroy Unified School District, Election of 2008 Ser 2009 A (AGC)(a)(c)
    0.00 %     08/01/31       3,650       1,099,380  
 
Golden State Tobacco Securitization Corp., Enhanced Asset Backed Ser 2005 A
    5.00 %     06/01/45       2,500       2,415,900  
 
Golden State Tobacco Securitization Corp., Enhanced Asset Backed Ser 2007 A-1
    5.125 %     06/01/47       4,000       2,706,680  
 
Golden State Tobacco Securitization Corp., Enhanced Asset Backed Ser 2007 A-1
    5.75 %     06/01/47       4,425       3,314,635  
 
Grossmont Union High School District, Ser 2006 (NATL-RE)(a)(c)
    0.00 %     08/01/24       6,750       3,443,175  
 
Huntington Beach Union High School District, Ser 2004 (AGM)(a)
    5.00 %     08/01/27       1,750       1,895,757  
 
Independent Cities Lease Finance Authority, San Juan Mobile Estates Ser 2006 A
    5.125 %     05/15/41       2,000       1,768,340  
 
Indio Redevelopment Agency, Tax Allocation Ser 2008 A
    5.25       08/15/27       780 %     800,116  
 
Indio Redevelopment Agency, Tax Allocation Ser 2008 A
    5.25 %     08/15/28       470       479,015  
 
Irvine Unified School District, Community Facilities District
    6.70 %     09/01/35       1,000       1,055,150  
 
Kern County Water Agency Improvement District No. 4, Ser 2008 A (COP) (AGC)(a)
    5.00 %     05/01/28       1,700       1,809,463  
 
Long Beach Bond Finance Authority, Ser 1992 (AMBAC)(a)
    6.00 %     11/01/17       20,000       22,229,000  
 
Los Angeles Department of Airports, Los Angeles International Airport Ser A
    5.00 %     05/15/35       1,500       1,577,640  
 
Los Angeles Department of Water & Power, Ser 2001 A
    5.125 %     07/01/41       3,000       3,022,740  
 
Los Angeles Department of Water & Power, Ser 2001 A-1 (AGM)(a)(e)
    5.25 %     07/01/11       935       974,738  
 
Los Angeles Department of Water & Power, Ser 2001 A-1 (AGM)(a)
    5.25 %     07/01/22       12,365       12,804,081  
 
Los Angeles Department of Water & Power, Ser 2008 A-1
    5.25 %     07/01/38       2,000       2,182,740  
 
Menifee Union School District, 2008 Election Ser C (AGC)(a)(c)
    0.00 %     08/01/35       940       217,572  
 
Menifee Union School District, Election of 2008 Ser C (AGC)(a)(c)
    0.00 %     08/01/37       1,050       211,082  
 
Metropolitan Water District of Southern California, Ser B(b)
    5.00 %     07/01/27       8,585       9,811,711  
 
Moorpark Unified School District, Election of 2008 Ser 2009 A (AGC)(a)(c)
    0.00 %     08/01/31       840       253,008  
 
Oakland Joint Powers Financing Authority, Oakland Administration Buildings Refg 2008 B (AGC)(a)
    5.00 %     08/01/26       1,215       1,302,674  
 
Oakland Joint Powers Financing Authority, Oakland Administration Buildings Ser 2008 B (AGC)(a)
    5.00 %     08/01/25       850       919,751  
 
Palomar Pomerado Health, Ser 2009 (COPs)
    6.75 %     11/01/39       2,000       2,232,860  
 
Patterson Joint Unified School District, 2008 Election Ser 2009 B (AGM)(a)(c)
    0.00 %     08/01/47       1,700       167,076  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
Patterson Joint Unified School District, 2008 Election Ser B (AGM)(a)(c)
    0.00 %     08/01/44     $ 6,250     $ 747,563  
 
Patterson Joint Unified School District, 2008 Election Ser B (AGM)(a)(c)
    0.00 %     08/01/45       6,715       754,430  
 
Patterson Joint Unified School District, 2008 Election Ser B (AGM)(a)(c)
    0.00 %     08/01/46       7,050       741,660  
 
Port of Oakland, Ser 2002 L (AMT) (NATL-RE & FGIC)(a)e)
    5.00 %     11/01/12       110       120,924  
 
Port of Oakland, Ser 2002 L (AMT) (NATL-RE & FGIC)(a)
    5.00 %     11/01/21       890       907,337  
 
Poway Unified School District, School Facilities Improvement District No. 07-1, 2008 Election Ser A(c)
    0.00 %     08/01/32       6,460       1,813,968  
 
Poway Unified School District, Ser 2007 (AMBAC)(a)
    4.625 %     09/15/42       2,530       2,276,266  
 
Roseville Joint Union High School District, Election of 2004 Ser 2007 C (AGM)(a)(c)
    0.00 %     08/01/24       2,515       1,363,859  
 
Roseville Joint Union High School District, Election of 2004 Ser 2007 C (AGM)(a)(c)
    0.00 %     08/01/25       1,970       972,057  
 
Roseville Joint Union High School District, Election of 2004 Ser 2007 C (AGM)(a)(c)
    0.00 %     08/01/26       1,350       621,743  
 
Sacramento County Sanitation Districts Financing Authority, Ser D(f)(g)
    0.23 %     12/01/39       2,500       2,500,000  
 
San Francisco City & County Airports Commission, San Francisco Int’l Airport Second Ser 2001 Refg Issue 27B
(NATL-RE & FGIC)(a)
    5.125 %     05/01/26       5,000       5,048,200  
 
San Joaquin Hills Transportation Corridor Agency, Toll Road Refg Ser 1997 A (NATL-RE)(a)(c)
    0.00 %     01/15/15       6,000       4,649,160  
 
San Joaquin Hills Transportation Corridor Agency, Toll Road Senior Lien Ser 1993
    5.00 %     01/01/33       2,000       1,651,340  
 
Santa Monica Community College District, 2002 Election, Ser 2007 A (NATL-RE & FGIC)(a)(c)
    0.00 %     08/01/22       1,385       855,695  
 
Santa Monica Community College District, 2002 Election, Ser 2007 A (NATL-RE & FGIC)(a)(c)
    0.00 %     08/01/23       1,385       807,372  
 
Santa Monica Community College District, 2002 Election, Ser 2007 A (NATL-RE & FGIC)(a)(c)
    0.00 %     08/01/24       1,385       740,920  
 
Santa Monica Community College District, 2002 Election, Ser 2007 A (NATL-RE & FGIC)(a)(c)
    0.00 %     08/01/25       1,380       691,132  
 
School Facilities Financing Authority, Grant Joint Union High School District Ser 2008 A (AGM)(a)(c)
    0.00 %     08/01/30       1,745       553,409  
 
School Facilities Financing Authority, Grant Joint Union High School District Ser 2008 A (AGM)(a)(c)
    0.00 %     08/01/31       2,040       601,351  
 
School Facilities Financing Authority, Grant Joint Union High School District Ser 2008 A (AGM)(a)(c)
    0.00 %     08/01/32       6,395       1,748,201  
 
Simi Valley Unified School District, Election of 2004 Ser 2007 C (AGM)(a)(c)
    0.00 %     08/01/28       3,480       1,312,517  
 
Simi Valley Unified School District, Election of 2004 Ser 2007 C (AGM)(a)(c)
    0.00 %     08/01/30       2,765       875,869  
 
Southern California Public Power Authority, Mead-Adelanto 1994 Ser A (AMBAC)(a)(h)
    8.565 %     07/01/15       3,500       4,638,830  
 
Southern California Public Power Authority, Mead-Phoenix 1994 Ser A (AMBAC)(a)(h)
    8.565 %     07/01/15       2,500       3,313,450  
 
Southern California Public Power Authority, Ser A(f)(g)
    0.24 %     07/01/20       1,400       1,400,000  
 
Southern California Public Power Authority, Windy Flats Project Ser 2010-1
    5.00 %     07/01/30       1,500       1,652,295  
 
State of California, Various Purpose Dtd 04/01/09
    5.75 %     04/01/31       5,000       5,536,400  
 
Tobacco Securitization Authority of Northern California, Sacramento County Tobacco Securitization Corp.
Ser 2005 A-1
    5.50 %     06/01/45       2,150       1,529,360  
 
Tobacco Securitization Authority of Northern California, Sacramento County Tobacco Securitization Corp.
Ser 2006 A-1
    5.00 %     06/01/37       3,000       2,326,200  
 
Tustin Unified School District, No. 2002-1 Election of 2002 Ser 2008 C (AGM)(a)
    5.00 %     06/01/28       1,750       1,898,907  
 
Twin Rivers Unified School District, Ser 2009 (BANs)(c)
    0.00 %     04/01/14       1,700       1,556,571  
 
University of California, Ser 2007 J (AGM)(a)
    4.50 %     05/15/31       8,500       8,703,575  
 
University of California, Ser 2009 E
    5.50 %     05/15/27       2,500       2,755,500  
 
University of California, Ser 2009 Q(b)(i)
    5.00 %     05/15/34       920       994,465  
 
Walnut Energy Center Authority, Ser 2010 A
    5.00 %     01/01/35       2,000       2,095,600  
 
Yosemite Community College District, Election of 2004 Ser 2008 C (AGM)(a)(c)
    0.00 %     08/01/24       4,685       2,540,629  
 
                              321,542,620  
 
 
Guam–(0.2%)
 
                       
Territory of Guam Section 30, Ser A
    5.625 %     12/01/29       660       701,752  
 
 
Puerto Rico–(3.2%)
 
                       
Puerto Rico Electric Power Authority, Ser 2007 TT
    5.00 %     07/01/37       2,000       2,049,860  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco California Tax-Free Income Fund


Table of Contents

                                 
            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
 
Puerto Rico–(continued)
 
                       
                                 
Puerto Rico Public Buildings Authority, Ser 2002 D (AMBAC)(a)(d)(e)
    0.00 %     07/01/17     $ 3,680     $ 4,055,691  
 
Puerto Rico Public Buildings Authority, Ser 2002 D (AMBAC)(a)(d)(e)
    0.00 %     07/01/31       1,320       1,143,965  
 
Puerto Rico Sales Tax Financing Corp., Ser 2009 A(e)
    5.00 %     08/01/11       1,685       1,758,634  
 
Puerto Rico Sales Tax Financing Corp., Ser 2010 C
    5.00 %     08/01/35       1,500       1,556,970  
 
                              10,565,120  
 
 
Virgin Islands–(1.1%)
 
                       
Virgin Islands Public Finance Authority, Matching Fund Loan Diago A
    6.625 %     10/01/29       1,675       1,899,014  
 
Virgin Islands Public Finance Authority, Ser 2010 A
    5.00 %     10/01/25       1,600       1,688,112  
 
                              3,587,126  
 
TOTAL INVESTMENTS–103.4% (Cost $321,163,631)
                            336,396,618  
 
OTHER ASSETS LESS LIABILITIES–0.6%
                            1,819,703  
 
 
Floating Rate Note and Dealer Trusts Obligations Related to Securities Held–(4.0%)
 
                       
Notes with interest rates of 0.27% to 0.31% at 08/31/10 and contractual maturities of collateral ranging from 05/01/28 to 06/15/38 (See Note 11)(j)                             (12,930,000 )
 
NET ASSETS–100.0%
                          $ 325,286,321  
 
 
Investment Abbreviations:
 
     
AGC
  – Assured Guaranty Corp.
AGM
  – Assured Guaranty Municipal Corp.
AMBAC
  – AMBAC Assurance Corp.
AMT
  – Alternative Minimum Tax
BANs
  – Bond Anticipation Notes
COP
  – Certificates of Participation
FGIC
  – Financial Guaranty Insurance Co.
NATL-RE
  – National Public Finance Guarantee Corp.
 
Notes to Schedule of Investments:
 
(a) Principal and/or interest payments are secured by the bond insurance company listed.
(b) Underlying security related to inverse floater entered into by the Fund (See Note 1I).
(c) Capital appreciation bond.
(d) Security is a “step-up” bond where the coupon increases on a predetermined future date.
(e) Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral.
(f) Demand security payable upon demand by the Fund at specified time intervals no greater than thirteen months. Interest rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2010.
(g) Security is considered a cash equivalent.
(h) Current coupon rate for an inverse floating rate municipal obligation. This rate resets periodically as the auction rate on the related security changes. Position in an inverse floating rate municipal obligation has a total value of $7,952,280 which represents 2.4% of net assets.
(i) Security is subject to a shortfall agreement which may require the Fund to pay amounts to a counterparty in the event of a significant decline in the market value of the security underlying the inverse floater. In case of a shortfall, the maximum potential amount of payments the Fund could ultimately be required to make under the agreement is $615,000. However, such shortfall payment would be reduced by the proceeds from the sale of the security underlying the inverse floater.
(j) Floating rate note obligations related to securities held. The interest rates shown reflect the rates in effect at August 31, 2010. At August 31, 2010, the Fund’s investments with a value of $22,138,439 are held by the Dealer Trusts and serve as collateral for the $12,930,000 in floating rate note and dealer trust obligations outstanding at that date.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $321,163,631)
  $ 336,396,618  
 
Receivable for:
       
Investments sold
    2,844,827  
 
Interest
    4,140,348  
 
Fund shares sold
    53,647  
 
Fund expenses absorbed
    92,773  
 
Other Assets
    8,560  
 
Total assets
    343,536,773  
 
 
Liabilities:
 
Floating rate note and dealer trusts obligations
    12,930,000  
 
Payable for:
       
Investments purchased
    1,653,945  
 
Fund shares reacquired
    1,053,689  
 
Accrued fees to affiliates
    32,239  
 
Dividends
    37,171  
 
Accrued other operating expenses
    55,262  
 
Trustee retirement plan
    65,648  
 
Amount due to custodian
    2,422,498  
 
Total liabilities
    18,250,452  
 
Net assets applicable to shares outstanding
  $ 325,286,321  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 316,976,296  
 
Undistributed net investment income
    1,183,458  
 
Undistributed net realized gain (loss)
    (8,106,420 )
 
Unrealized appreciation
    15,232,987  
 
    $ 325,286,321  
 
 
Net Assets:
 
Class A
  $ 26,015,018  
 
Class B
  $ 254,906,716  
 
Class C
  $ 17,527,950  
 
Class Y
  $ 26,836,637  
 
 
Shares outstanding, $0.01 par value per share,
unlimited number of shares authorized:
 
Class A
    2,214,505  
 
Class B
    21,556,080  
 
Class C
    1,483,432  
 
Class Y
    2,276,865  
 
Class A:
       
Net asset value per share
  $ 11.75  
 
Maximum offering price per share,
       
(net asset value of $11.75 divided by 95.25%)
  $ 12.34  
 
Class B:
       
Net asset value and offering price per share
  $ 11.83  
 
Class C:
       
Net asset value and offering price per share
  $ 11.82  
 
Class Y:
       
Net asset value and offering price per share
  $ 11.79  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
13        Invesco California Tax-Free Income Fund


Table of Contents

Statement of Operations
 
For the eight months ended August 31, 2010 and year ended December 31, 2009
 
 
                 
    Eight months ended
  Year ended
    August 31,
  December 31,
    2010   2009
 
 
Investment Income:
 
       
Interest
  $ 12,434,284     $ 18,710,110  
 
 
Expenses
 
       
Advisory fees
    1,019,748       1,595,400  
 
Administrative services fees
    134,880       271,557  
 
Custodian fees
    5,981       11,679  
 
Distribution fees:
               
Class A
    68,723       58,193  
 
Class B
    395,458       733,417  
 
Class C
    85,167       130,932  
 
Transfer agent fees
    56,004       98,000  
 
Trustees’ and officers’ fees and benefits
    17,176       15,399  
 
Interest and residual trust expenses
    81,071       41,160  
 
Other
    124,309       235,036  
 
Total expenses
    1,988,517       3,190,773  
 
Less: Fees waived
    (68,548 )     (275,609 )
 
Net expenses
    1,919,969       2,915,164  
 
Net investment income
    10,514,315       15,794,946  
 
 
Realized and unrealized gain (loss) from:
 
       
Net realized gain (loss) from:
               
Investment securities
    (3,095,711 )     (3,647,916 )
 
Futures contracts
    472,396       976,900  
 
      (2,623,315 )     (2,671,016 )
 
Change in net unrealized appreciation (depreciation) of:
               
Investment securities
    17,662,114       32,722,407  
 
Futures contracts
    (432,227 )     842,956  
 
      17,229,887       33,565,363  
 
Net realized and unrealized gain
    14,606,572       30,894,347  
 
Net increase in net assets resulting from operations
  $ 25,120,887     $ 46,689,293  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco California Tax-Free Income Fund


Table of Contents

Statements of Changes in Net Assets
 
For the eight months ended August 31, 2010 and the years ended December 31, 2009 and December 31, 2008
 
 
                         
    Eight months ended
  Year ended
  Year ended
    August 31,
  December 31,
  December 31,
    2010   2009   2008
 
 
Operations:
 
               
Net investment income
  $ 10,514,315     $ 15,794,946     $ 17,524,287  
 
Net realized gain (loss)
    (2,623,315 )     (2,671,016 )     (1,951,662 )
 
Change in net unrealized appreciation (depreciation)
    17,229,887       33,565,363       (52,662,162 )
 
Net increase (decrease) in net assets resulting from operations
    25,120,887       46,689,293       (37,089,537 )
 
 
Distributions to shareholders from net investment income:
 
               
Class A shares
    (1,378,626 )     (1,074,299 )     (1,061,145 )
 
Class B shares
    (7,178,057 )     (12,491,580 )     (13,803,126 )
 
Class C shares
    (463,014 )     (718,214 )     (803,091 )
 
Class Y shares
    (851,291 )     (1,394,249 )     (1,989,266 )
 
Total dividends from net investment income
    (9,870,988 )     (15,678,342 )     (17,656,628 )
 
 
Distributions to shareholders from net realized gains:
 
               
Class A shares
                (93,086 )
 
Class B shares
                (1,104,557 )
 
Class C shares
                (71,031 )
 
Class Y shares
                (127,822 )
 
Total distributions from net realized gains
                (1,396,496 )
 
Net increase (decrease) from in net assets resulting from share transactions
    (25,243,879 )     (31,392,896 )     (49,269,967 )
 
Net increase (decrease) in net assets
    (9,993,980 )     (381,945 )     (105,412,628 )
 
 
Net assets:
 
               
Beginning of period
    335,280,301       335,662,246       441,074,874  
 
End of period (Includes undistributed net investment income of $1,183,458, $364,824 and $248,271, respectively)
  $ 325,286,321     $ 335,280,301     $ 335,662,246  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco California Tax-Free Income Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from December 31 to August 31.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley California Tax-Free Income Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010, (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s – Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to provide as high a level of current income exempt from federal and California income tax, as is consistent with the preservation of capital.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
 
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A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    Securities are fair valued using an evaluated quote provided by an independent pricing service approved by the Board of Trustees. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices and may reflect appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Securities with a demand feature exercisable within one to seven days are valued at par. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and principal payments.
    Securities for which market quotations either are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Some of the factors which may be considered in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restrictions on transferability or disposition; trading in similar securities by the same issuer or comparable companies; relevant political, economic or issuer specific news; and other relevant factors under the circumstances.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable and tax-exempt earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
 
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I. Floating Rate Obligations Related to Securities Held — The Fund enters into transactions in which it transfers to Special Purpose Trusts established by a Broker Dealer (“Dealer Trusts”) fixed rate bonds in exchange for cash and residual interests in the Dealer Trusts’ assets and cash flows, which are in the form of inverse floating rate investments. The Dealer Trusts fund the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Fund to retain residual interest in the bonds. The Fund may enter into shortfall agreements with the Dealer Trusts which commit the Fund to pay the Dealer Trusts, in certain circumstances, the difference between the liquidation value of the fixed rate bonds held by the Dealer Trusts and the liquidation value of the floating rate notes held by third parties, as well as any shortfalls in interest cash flows. The residual interests held by the Fund (inverse floating rate investments) include the right of the Fund (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the Dealer Trusts to the Fund, thereby collapsing the Dealer Trusts. The Fund accounts for the transfer of bonds to the Dealer Trusts as secured borrowings, with the securities transferred remaining in the Fund’s investment assets, and the related floating rate notes reflected as Fund liabilities under the caption “Floating rate note and dealer trust obligations” on the Statement of Assets and Liabilities. The Fund records the interest income from the fixed rate bonds under the caption “Interest” and records the expenses related to floating rate obligations and any administrative expenses of the Dealer Trusts under the caption “Interest and residual trust expenses” on the Statement of Operations. The floating rate notes issued by the Dealer Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the Dealer Trusts for redemption at par at each reset date. The average floating rate notes outstanding and average annual interest and fee rate related to residual interests during the period ended August 31, 2010 were $12,930,000 and 0.63%, respectively.
J. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
K. Other Risks — The value of, payment of interest on, repayment of principal for and the ability to sell a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located.
    Since, many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and a Fund’s investments in municipal securities.
    There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets.
 
         
Average Net Assets   Rate
 
First $500 million
    0 .47%
 
Next $250 million
    0 .445%
 
Next $250 million
    0 .42%
 
Next $250 million
    0 .395%
 
Over $1.25 billion
    0 .37%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $638,425 to Morgan Stanley Investment Advisors Inc. (“MSIA”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement approved by shareholders of the Funds between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Funds, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to each Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization date, the Adviser has contractually agreed, through June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 0.85%, 1.35%, 1.35% and 0.60% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the
 
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following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and the Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
  Prior to the Reorganization, MSIA and Morgan Stanley Services Company Inc. (“MSSC”) had voluntarily agreed to cap the Acquired Fund’s operating expenses at 0.60% of the average daily net assets of the Acquired Fund.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds. Prior to the Reorganization, investment advisory fees paid by the Acquired Fund were reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class shares.
  For period January 1, 2010 to August 31, 2010, the Adviser and MSIA waived advisory fees of $0 and $68,548, respectively. For the year ended December 31, 2009, MSIA waived advisory fees of $190,391.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $108,668 to MSSC. For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees.
  Also, the Trust has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $36,671 to Morgan Stanley Trust, which served as the Acquired Fund’s transfer agent. For period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”), an affiliate of the Adviser. The Fund has adopted a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will reimburse IDI for distribution related expenses that IDI incurs up to a maximum of the following annual rates; (1) Class A — up to 0.25% of the average daily net assets of Class A shares; (2) Class B — up to 1.00% of the average daily net assets of Class B shares and (3) Class C — up to 1.00% of the average daily net assets of Class C shares.
  In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by IDI, but not yet reimbursed to IDI may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distributors Inc. (“MSDI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $347,092 to MSDI.
  For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $481 in front-end sales commissions from the sale of Class A shares and $0, $8,094 and $0 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period January 1 to May 31, 2010, MSDI retained $275 in front-end sales commissions from the sale of Class A shares and $1,137, $13,546 and $0 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the year ended December 31, 2009, MSDI retained $16,072 in front-end sales commissions from the sale of Class A shares and $137, $30,684 and $77 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs
 
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  reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Municipal Obligations
  $     $ 336,396,618     $     $ 336,396,618  
 
 
NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Effect of Derivative Instruments for the eight months ended August 31, 2010 and the year ended December 31, 2009, respectively.
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
                 
    Location of Gain (Loss) on
    Statement of Operations
    Eight months ended
  Year ended
    August 31, 2010   December 31, 2009
    Futures   Futures
 
Realized Gain
               
Interest rate risk
  $ 472,396     $ 976,900  
 
Change in Unrealized Appreciation (Depreciation)
               
Interest rate risk
    (432,227 )     842,956  
 
Total
  $ 40,169     $ 1,819,856  
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the eight months Ended August 31, 2010 and Years Ended December 31, 2009 and 2008:
 
                         
    August 31,
  December 31,
  December 31,
    2010   2009   2008
 
Tax-exempt income
  $ 9,724,416     $ 15,678,323     $ 17,608,980  
 
Ordinary income
    146,572       19       47,648  
 
Long-term capital gain
                1,396,496  
 
Total distributions
  $ 9,870,988     $ 15,678,342     $ 19,053,124  
 
 
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Tax Components of Net Assets at Period-End:
 
         
    August 31,
    2010
 
Undistributed income
  $ 31,127  
 
Net unrealized appreciation — investments
    16,487,960  
 
Temporary book/tax differences
    (102,818 )
 
Capital loss carryforward
    (8,106,244 )
 
Shares of beneficial interest
    316,976,296  
 
Total net assets
  $ 325,286,321  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to market discount amortization.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2016
    2,435,320  
 
August 31, 2018
    5,670,924  
 
Total Capital Loss Carryforward
  $ 8,106,244  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the eight months ended August 31, 2010 was $49,674,849 and $78,292,155, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 20,907,988  
 
Aggregate unrealized (depreciation) of investment securities
    (4,420,028 )
 
Net unrealized appreciation of investment securities
  $ 16,487,960  
 
Cost of investments for tax purposes is $319,908,658.
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of bond premium amortizations on August 31, 2010, undistributed net investment income was increased by $175,307 and undistributed net realized gain (loss) was decreased by $175,307. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 10—Share Information
 
 
                                                 
    Eight months ended August 31, 2010(a)   Year ended December 31, 2009   Year ended December 31, 2008
    Shares   Amount   Shares   Amount   Shares   Amount
 
Class A
                                               
                                                 
Sold
    16,592,673     $ 188,126,111       240,802     $ 2,646,138       447,693     $ 5,000,255  
 
Reinvestment of dividends and distributions
    107,362       1,226,512       94,573       1,032,819       98,336       1,090,089  
 
Redeemed
    (16,660,323 )     (190,732,160 )     (389,291 )     (4,208,218 )     (400,956 )     (4,492,926 )
 
Net increase (decrease)
    39,712       (1,379,537 )     (53,916 )     (529,261 )     145,073       1,597,418  
 
Class B
                                               
                                                 
Sold
    16,273,049       187,452,860       476,617       5,223,297       369,153       4,193,781  
 
Reinvestment of dividends and distributions
    502,966       5,768,076       1,066,514       11,724,571       1,234,380       13,801,430  
 
Redeemed
    (18,818,269 )     (214,764,082 )     (3,903,492 )     (42,665,852 )     (4,579,774 )     (51,381,817 )
 
Net increase (decrease)
    (2,042,254 )     (21,543,146 )     (2,360,361 )     (25,717,984 )     (2,976,241 )     (33,386,606 )
 
Class C
                                               
                                                 
Sold
    90,112       1,035,827       78,373       864,886       136,300       1,594,645  
 
Reinvestment of dividends and distributions
    34,647       397,150       63,528       697,878       73,788       824,051  
 
Redeemed
    (171,039 )     (1,953,476 )     (274,857 )     (3,014,877 )     (463,698 )     (5,211,440 )
 
Net increase (decrease)
    (46,280 )     (520,499 )     (132,956 )     (1,452,113 )     (253,610 )     (2,792,744 )
 
Class Y
                                               
                                                 
Sold
    9,681       114,432       6,220       70,350       137,098       1,599,917  
 
Reinvestment of dividends and distributions
    61,690       705,418       120,543       1,320,593       177,369       1,984,420  
 
Redeemed
    (229,966 )     (2,620,547 )     (463,743 )     (5,084,481 )     (1,674,119 )     (18,272,372 )
 
Net increase (decrease)
    (158,595 )     (1,800,697 )     (336,980 )     (3,693,538 )     (1,359,652 )     (14,688,035 )
 
Net increase in (decrease) in share activity
    (2,207,417 )   $ (25,243,879 )     (2,884,213 )   $ (31,392,896 )     (4,444,430 )   $ (49,269,967 )
 
(a) There is an entity that is a record owners of more than 5% of the outstanding shares of the Fund and owns 84% of the outstanding shares of the Fund. IDI has an agreement with this entity to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to this entity, which is considered to be related to the Fund, for providing services to the Fund, Invesco and or Invesco affiliates including but not limited to services such as, securities brokerage, third party record keeping and account servicing and administrative services. The Trust has no knowledge as to whether all or any portion of the shares owned of record by this entity are also owned beneficially.
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
NOTE 11—Purposes and Risks Relating to Certain Financial Instruments
 
The Fund may invest a portion of its assets in inverse floating rate municipal securities, which are variable debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. These investments are typically used by the Fund in seeking to enhance the yield of the portfolio. Inverse floating rate investments tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate investments have varying degrees of liquidity. Inverse floating rate securities in which the Fund may invest include derivative instruments such as residual interest bonds (“RIBs”) or tender option bonds (“TOBs”). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds (which may be tendered by the Fund in certain instances) and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bonds held by the special purpose trust and the Fund is paid the residual cash flow from the bonds held by the special purpose trust.
  The Fund generally invests in inverse floating rate investments that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The market value of a “leveraged” inverse floating rate investment generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate investments generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause the Fund’s net asset value to be more volatile than if it had not invested in inverse floating rate investments.
  In certain instances, the short-term floating rate interests created by the special purpose trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed rate bonds may be collapsed. In the case of RIBs or TOBs created by the contribution of long-term fixed income bonds by the Fund, the Fund will then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation.
 
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  The Fund may also invest in private placement securities. TOBs are presently classified as private placement securities. Private placement securities are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended or are otherwise not readily marketable. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such securities.
 
NOTE 12—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected Per Share Data:
Net asset value, beginning of period
  $ 11.21     $ 10.23     $ 11.83     $ 12.16     $ 12.16     $ 12.46  
 
Income (loss) from investment operations:
Net investment income
    0.37       0.51       0.49       0.50       0.49       0.52  
 
Net realized and unrealized gain (loss)
    0.52       0.97       (1.56 )     (0.31 )     0.06       (0.10 )
 
Total income (loss) from investment operations
    0.89       1.48       (1.07 )     0.19       0.55       0.42  
 
Less dividends and distributions from:
Net investment income
    (0.35 )     (0.50 )     (0.49 )     (0.49 )     (0.49 )     (0.51 )
 
Net realized gain
                (0.04 )     (0.03 )     (0.06 )     (0.21 )
 
Total dividends and distributions
    (0.35 )     (0.50 )     (0.53 )     (0.52 )     (0.55 )     (0.72 )
 
Net asset value, end of period
  $ 11.75     $ 11.21     $ 10.23     $ 11.83     $ 12.16     $ 12.16  
 
Total Return(a)
    8.05 %     14.74 %     (9.28 )%     1.62 %     4.64 %     3.44 %
 
Net assets, end of period, (000’s omitted)
  $ 26,015     $ 24,377     $ 22,799     $ 24,645     $ 299,414     $ 329,938  
 
Ratios to Average Net Assets:
Total expenses
With fee waivers and/or expense reimbursements
    0.88 %(b)     0.86 %     0.86 %     1.00 %     0.86 %     0.86 %
 
Without fee waivers and/or expense reimbursements
    0.91 %(b)     0.92 %     0.90 %     1.04 %     0.89 %     0.87 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    0.84 %(b)     0.85 %     0.86 %     0.84 %     0.85 %     0.86 %
 
Net investment income
    4.88 %(b)     4.65 %     4.33 %     4.12 %     4.06 %     4.11 %
 
Supplemental Data:
Portfolio turnover(c)
    15 %     19 %     10 %     5 %     5 %     23 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $41,293.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 12—Financial Highlights—(continued)
 
                                                 
    Class B
    Eight months
                   
    ended
                   
    August 31
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected Per Share Data:
                                               
Net asset value, beginning of period
  $ 11.28     $ 10.30     $ 11.91     $ 12.24     $ 12.24     $ 12.52  
 
Income (loss) from investment operations:
                                               
Net investment income
    0.37       0.51       0.50       0.50       0.52       0.54  
 
Net realized and unrealized gain (loss)
    0.53       0.98       (1.57 )     (0.30 )     0.05       (0.08 )
 
Total income (loss) from investment operations
    0.90       1.49       (1.07 )     0.20       0.57       0.46  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.35 )     (0.51 )     (0.50 )     (0.50 )     (0.51 )     (0.53 )
 
Net realized gain
                (0.04 )     (0.03 )     (0.06 )     (0.21 )
 
Total dividends and distributions
    (0.35 )     (0.51 )     (0.54 )     (0.53 )     (0.57 )     (0.74 )
 
Net asset value, end of period
  $ 11.83     $ 11.28     $ 10.30     $ 11.91     $ 12.24     $ 12.24  
 
Total return(a)
    8.10 %     14.68 %     (9.23 )%     1.65 %     4.81 %     3.74 %
 
Net assets, end of period, (000’s omitted)
  $ 254,907     $ 266,270     $ 267,308     $ 344,606     $ 132,162     $ 159,221  
 
Ratios to average net assets:
                                               
Total expenses
                                               
With fee waivers and/or expense reimbursements
    0.88 %(b)     0.85 %     0.85 %     0.97 %     0.69 %     0.68 %
 
Without fee waivers and/or expense reimbursements
    0.91 %(b)     0.94 %     0.89 %     1.01 %     0.72 %     0.69 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    0.84 %(b)     0.84 %     0.85 %     0.81 %     0.68 %     0.68 %
 
Net investment income
    4.88 %(b)     4.66 %     4.34 %     4.15 %     4.23 %     4.29 %
 
Supplemental data:
 
                                               
Portfolio turnover(c)
    15 %     19 %     10 %     5 %     5 %     23 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $241,064.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 12—Financial Highlights—(continued)
 
                                                 
    Class C
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected Per Share Data:
                                               
Net asset value, beginning of period
  $ 11.27     $ 10.29     $ 11.90     $ 12.23     $ 12.23     $ 12.52  
 
Income (loss) from investment operations:
                                               
Net investment income
    0.34       0.46       0.44       0.44       0.43       0.45  
 
Net realized and unrealized gain (loss)
    0.52       0.97       (1.57 )     (0.30 )     0.06       (0.08 )
 
Total income (loss) from investment operations
    0.86       1.43       (1.13 )     0.14       0.49       0.37  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.31 )     (0.45 )     (0.44 )     (0.44 )     (0.43 )     (0.45 )
 
Net realized gain
                (0.04 )     (0.03 )     (0.06 )     (0.21 )
 
Total dividends and distributions
    (0.31 )     (0.45 )     (0.48 )     (0.47 )     (0.49 )     (0.66 )
 
Net asset value, end of period
  $ 11.82     $ 11.27     $ 10.29     $ 11.90     $ 12.23     $ 12.23  
 
Total return(a)
    7.76 %     14.11 %     (9.74 )%     1.14 %     4.12 %     2.97 %
 
Net assets, end of period, (000’s omitted)
  $ 17,528     $ 17,245     $ 17,105     $ 22,800     $ 23,320     $ 26,385  
 
Ratios to average net assets:
                                               
Total expenses
                                               
With fee waivers and/or expense reimbursements
    1.38 %(b)     1.36 %     1.36 %     1.50 %     1.36 %     1.36 %
 
Without fee waivers and/or expense reimbursements
    1.41 %(b)     1.42 %     1.40 %     1.54 %     1.39 %     1.37 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    1.34 %(b)     1.35 %     1.36 %     1.34 %     1.35 %     1.36 %
 
Net investment income
    4.38 %(b)     4.15 %     3.83 %     3.62 %     3.56 %     3.61 %
 
Supplemental data:
                                               
Portfolio turnover(c)
    15 %     19 %     10 %     5 %     5 %     23 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $17,059.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 12—Financial Highlights—(continued)
 
                                                 
    Class Y
    Eight months
                   
    ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected Per Share Data:
                                               
Net asset value, beginning of period
  $ 11.25     $ 10.26     $ 11.86     $ 12.20     $ 12.20     $ 12.49  
 
Income (loss) from investment operations:
                                               
Net investment income
    0.39       0.54       0.52       0.53       0.53       0.54  
 
Net realized and unrealized gain (loss)
    0.52       0.98       (1.56 )     (0.32 )     0.05       (0.08 )
 
Total income (loss) from investment operations
    0.91       1.52       (1.04 )     0.21       0.58       0.46  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.37 )     (0.53 )     (0.52 )     (0.52 )     (0.52 )     (0.54 )
 
Net realized gain
                (0.04 )     (0.03 )     (0.06 )     (0.21 )
 
Total dividends and distributions
    (0.37 )     (0.53 )     (0.56 )     (0.55 )     (0.58 )     (0.75 )
 
Net asset value, end of period
  $ 11.79     $ 11.25     $ 10.26     $ 11.86     $ 12.20     $ 12.20  
 
Total return(a)
    8.21 %     15.10 %     (9.02 )%     1.80 %     4.90 %     3.74 %
 
Net assets, end of period, (000’s omitted)
  $ 26,837     $ 27,388     $ 28,450     $ 49,024     $ 53,954     $ 53,857  
 
Ratios to average net assets:
                                               
Total expenses
                                               
With fee waivers and/or expense reimbursements
    0.63 %(b)     0.61 %     0.61 %     0.76 %     0.61 %     0.61 %
 
Without fee waivers and/or expense reimbursements
    0.66 %(b)     0.67 %     0.65 %     0.80 %     0.64 %     0.62 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    0.59 %(b)     0.60 %     0.61 %     0.60 %     0.60 %     0.61 %
 
Net investment income
    5.13 %(b)     4.90 %     4.58 %     4.36 %     4.31 %     4.36 %
 
Supplemental data:
                                               
Portfolio turnover(c)
    15 %     19 %     10 %     5 %     5 %     23 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $26,482.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
NOTE 13—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco California Tax-Free Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco California Tax-Free Income Fund (formerly known as Morgan Stanley California Tax-Free Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended December 31, 2009 and prior were audited by other independent auditors whose report dated February 25, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 1,063.00       $ 4.37       $ 1,020.97       $ 4.28         0.84 %
                                                             
B
      1,000.00         1,062.60         4.37         1,020.97         4.28         0.84  
                                                             
C
      1,000.00         1,060.10         6.96         1,018.45         6.82         1.34  
                                                             
Y
      1,000.00         1,064.20         3.07         1,022.23         3.01         0.59  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
with Invesco Advisers, Inc. and its Affiliates
 
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco California Tax-Free Income Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed the information provided differently than another Trustee.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts
 
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that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    0%  
Corporate Dividends Received Deduction*
    0%  
U.S. Treasury Obligations*
    0%  
Tax-Exempt Interest Dividends*
    98.5%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the
(INVESCO LOGO)
Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  MS-CTFI-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Dividend Growth Securities Fund
 
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
11
  Financial Statements
13
  Notes to Financial Statements
21
  Financial Highlights
25
  Auditor’s Report
26
  Fund Expenses
27
  Approval of Investment Advisory and Sub-Advisory Agreements
29
  Tax Information
30
  Results of Proxy
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our Intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
     
 
   
2
  Invesco Dividend Growth Securities Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
     
 
   
3
  Invesco Dividend Growth Securities Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
Effective June 25, 2010, Meggan Walsh assumed management of Invesco Dividend Growth Securities Fund as lead portfolio manager along with Jonathan Harrington as portfolio manager and a team of equity analysts. Our team has extensive industry experience specifically with strategies that focus on dividend-paying stocks. We appreciate the opportunity to manage your Fund and look forward to a long-term partnership.
     For the six months ended August 31, 2010, Invesco Dividend Growth Securities Fund underperformed its benchmark, the S&P 500 Index. While we were managing the Fund for only part of this time, our comments will encompass the entire reporting period. The Fund’s underperformance for the period was largely due to an overweight in the consumer discretionary sector relative to the index. The Fund’s holdings in the industrials and telecommunication services sectors also detracted from relative results. Holdings in the consumer staples and utilities sectors had a positive effect on the Fund.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 2/28/10 to 8/31/10, at net asset value (NAV). Performance shown does not Include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -5.57
 
Class B Shares
    -5.66  
 
Class C Shares
    -5.93  
 
Class Y Shares
    -5.44  
 
S&P 500 Index (Broad Market Index/Style-Specific Index)
    -4.02  
 
Lipper Large-Cap Core Funds index (Peer Group Index)
    -5.26  
 
  Lipper Inc.

 
How we invest
Our total return approach focuses on balancing long-term capital appreciation, current income and capital preservation. The Fund can serve as a conservative cornerstone within a well-diversified asset allocation strategy, complementing more aggressive and cyclical investments.
     We seek companies that we believe have normalized earnings power greater than that implied by their current market valuation and that also return capital to shareholders through dividends and share repurchases. All stocks in the portfolio pay a dividend, and the Fund pays a quarterly dividend to shareholders. We strive to manage risk utilizing a valuation
framework, careful stock selection and a rigorous buy-and-sell discipline.
     We look for dividend-paying companies with strong profitability, solid balance sheets and capital allocation policies that may support sustained or increasing dividends and share repurchases.
     We perform extensive fundamental research, incorporating both financial statement analysis and an assessment of the potential reward relative to the downside risk to determine a fair valuation over our two-year investment horizon for each stock. We believe our process can provide the best combination of dividend income, price appreciation and capital preservation.


     We maintain a rigorous sell discipline and consider selling or trimming a stock when it no longer meets our investment criteria, including when:
n   A stock reaches its fair valuation (target price).
 
n   The company’s fundamental business prospects deteriorate.
 
n   A more attractive investment opportunity presents itself.
 
Market conditions and your Fund
During the reporting period, equity markets were volatile as the market began to question the sustainability of the recovery. Fears of a double-dip recession arose as the sovereign debt crisis unfolded in the eurozone and economic Indicators remained weak domestically. In the U.S., unemployment, consumer spending and the housing market all remained subdued, adding to fears that the recovery was slowing to a sub-normal growth rate.
     In this environment, eight out of 10 sectors of the S&P 500 Index declined during the period.1 The more economically sensitive sectors such as financials, health care and energy had the lowest returns, while the traditionally defensive telecommunication services and utilities sectors had the highest returns.1 The health care sector, which historically has been more defensive, was interestingly the worst performer during this reporting period mostly due to U.S. health care reform.1
     The largest detractor from the Fund’s absolute performance was Microsoft in the information technology (IT) sector, due to uncertain consumer and enterprise PC demand and the success of Apple’s iPad tablet computer, which is a potential threat to Microsoft’s franchise. The Fund’s exposure to the consumer discretionary sector also detracted from Fund performance, with Royal Caribbean and Best Buy among the top detractors.


 
Portfolio Composition
By sector
         
Consumer Staples
    18.7 %
 
Financials
    18.6  
 
Consumer Discretionary
    15.8  
 
Industrials
    11.6  
 
Information Technology
    7.4  
 
Energy
    6.0  
 
Health Care
    5.4  
 
Utilities
    5.3  
 
Materials
    4.8  
 
Telecommunication Services
    1.4  
 
Money Market Funds Plus Other Assets
       
 
Less Liabilities
    5.0  
 
Top 10 Holdings*
                 
  1.    
Philip Morris International, Inc.
    3.2 %
 
  2.    
Kimberly-Clark Corp.
    2.9  
 
  3.    
American Electric Power Co., Inc.
    2.1  
 
  4.    
SunTrust Banks, Inc.
    2.1  
 
  5.    
Automatic Data Processing, Inc.
    2.0  
 
  6.    
United Technologies Corp.
    1.9  
 
  7.    
Johnson & Johnson
    1.9  
 
  8.    
Altria Group, Inc.
    1.8  
 
  9.    
Capital One Financial Corp.
    1.7  
 
  10.    
General Dynamics Corp.
    1.7  
 
         
Total Net Assets
  $1.2 billion
 
       
Total Number of Holdings*
    71  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


     
 
   
4
  Invesco Dividend Growth Securities Fund

 


Table of Contents

We eliminated our position in Royal Caribbean, but continued to hold Best Buy at the end of the period.
     The Fund engaged in derivatives transactions during the reporting period. Portfolio managers wrote call options in order to generate income from the option premiums. The options generated a positive return, but they were not a significant contributor to Fund performance.
     Since taking over the Fund, we added new holdings, such as General Mills and Coca-Cola, increasing our overweight exposure to the consumer staples sector. The Fund benefited from these moves as these companies delivered positive returns. Other strong contributors during the reporting period included holdings such as Lubrizol and Philip Morris. We continued to hold our Lubrizol and Philip Morris positions at the end of the period.
     We also increased our exposure to the financials and industrials sectors during the reporting period, while trimming exposure to the energy, health care and IT sectors. At the end of the period, our largest sector overweights relative to the S&P 500 index were in consumer staples, consumer discretionary and financials. Our largest underweights were in IT, health care, and energy.
     The past several months have indeed been challenging for the markets. Although there have been signs of a slowdown in growth, we believe this is a normal part of the economic cycle as we transition out of the recovery phase. There are a number of positives which make us more optimistic about the markets. Corporate operating leverage is strong and profitability remained high given the dramatic cost reductions taken during the market downturn. Balance sheets are flush with cash, which can be used to benefit shareholders through dividends and/or share repurchases. Dividend-paying stocks are also attractive relative to bonds as equity yields remained higher. The removal of many regulatory-related uncertainties also bodes well for equity valuations.
     We believe one of our competitive advantages is a disciplined approach to evaluating stocks from a total return perspective; focusing not only on their capital appreciation potential, but also on their current dividend income and capital preservation. This approach helps create a well-diversified Fund that can serve as a cornerstone allocation within an overall portfolio.
     As always, we thank you for your continued investment in Invesco Dividend Growth Securities Fund.
1 Lipper Inc.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF MEGGAN WALSH)
Meggan Walsh
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Dividend Growth Securities Fund. Ms. Walsh began her investment career in 1987 and joined Invesco in 1991. She earned a B.S. in finance from the University of Maryland and an M.B.A. from Loyola University Maryland.
(PHOTO OF JONATHAN HARRINGTON)
Jonathan Harrington
Chartered Financial Analyst, portfolio manager, is manager of Invesco Dividend Growth Securities Fund. Mr. Harrington joined Invesco in 2001 in its corporate associate rotation program. He earned a B.A. in history and philosophy from Dartmouth College and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.


     
 
   
5
  Invesco Dividend Growth Securities Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class since Inception
Fund data from 3/30/81, Index data from 3/31/81
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges.
Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the
early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


     
 
   
6
  Invesco Dividend Growth Securities Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
                 
Class A Shares        
 
Inception (7/28/97)     0.76 %
 
  10    
Years
    -0.70  
 
  5    
Years
    -3.82  
 
  1    
Year
    -4.76  
 
       
 
       
Class B Shares        
 
Inception (3/30/81)     9.14 %
 
  10    
Years
    -0.34  
 
  5    
Years
    -2.85  
 
  1    
Year
    -4.13  
 
       
 
       
Class C Shares        
 
Inception (7/28/97)     0.45 %
 
  10    
Years
    -0.87  
 
  5    
Years
    -3.44  
 
  1    
Year
    -0.93  
 
       
 
       
Class Y Shares        
 
Inception (7/28/97)     1.44 %
 
  10    
Years
    0.11  
 
  5    
Years
    -2.47  
 
  1    
Year
    1.03  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco Dividend Growth Securities Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Dividend Growth Securities Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, and Class Y shares was 0.95%, 0.94%, 1.70% and 0.70%, respectively.1 The
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                 
Class A Shares        
 
Inception (7/28/97)     0.72 %
 
  10    
Years
    -0.26  
 
  5    
Years
    -3.51  
 
  1    
Year
    5.74  
 
       
 
       
Class B Shares        
 
Inception (3/30/81)     9.18 %
 
  10    
Years
    0.08  
 
  5    
Years
    -2.53  
 
  1    
Year
    6.89  
 
       
 
       
Class C Shares        
 
Inception (7/28/97)     0.41 %
 
  10    
Years
    -0.44  
 
  5    
Years
    -3.14  
 
  1    
Year
    10.10  
 
       
 
       
Class Y Shares        
 
Inception (7/28/97)     1.41 %
 
  10    
Years
    0.56  
 
  5    
Years
    -2.15  
 
  1    
Year
    12.24  
total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, and Class Y shares was 0.98%, 0.97%, 1.73% and 0.73%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


     
 
   
7
  Invesco Dividend Growth Securities Fund

 


Table of Contents

 
Invesco Dividend Growth Securities Fund’s investment objective is to provide reasonable current income and long-term growth of income and capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions. Investments in convertible securities subject the Fund to the risks associated with both fixed income securities, including credit risk and interest rate risk, and common stocks.
 
n   The values of convertible securities in which the Fund invests may be affected by market interest rates, the risk that the issuer may default on interest or principal payments, and the value of the underlying common stock into which these securities may be converted.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in
    losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
n   The Lipper Large-Cap Core Funds Index is an unmanaged index considered representative of large-cap core funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
Class A Shares
  DIVAX
Class B Shares
  DIVBX
Class C Shares
  DIVCX
Class Y Shares
  DIVDX


     
 
   
8
  Invesco Dividend Growth Securities Fund

 


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks–95.0%
 
       
 
Aerospace & Defense–4.8%
 
       
General Dynamics Corp.
    359,482     $ 20,084,259  
 
Raytheon Co.
    294,456       12,932,508  
 
United Technologies Corp.
    343,404       22,393,375  
 
              55,410,142  
 
 
Apparel Retail–1.2%
 
       
Ross Stores, Inc.
    273,906       13,593,955  
 
 
Apparel, Accessories & Luxury Goods–1.2%
 
       
VF Corp.
    193,116       13,637,852  
 
 
Asset Management & Custody Banks–2.5%
 
       
Federated Investors, Inc.–Class B(b)
    747,771       15,591,025  
 
State Street Corp.
    395,506       13,874,351  
 
              29,465,376  
 
 
Auto Parts & Equipment–1.4%
 
       
Johnson Controls, Inc.
    598,120       15,868,124  
 
 
Brewers–1.7%
 
       
Heineken N.V. (Netherlands)(b)
    438,016       19,565,480  
 
 
Building Products–1.5%
 
       
Masco Corp.
    1,659,516       17,408,323  
 
 
Casinos & Gaming–1.3%
 
       
International Game Technology
    1,065,020       15,549,292  
 
 
Communications Equipment–1.4%
 
       
Corning, Inc.
    1,039,790       16,303,907  
 
 
Computer & Electronics Retail–1.3%
 
       
Best Buy Co., Inc.
    494,961       15,536,826  
 
 
Computer Hardware–1.3%
 
       
International Business Machines Corp.
    120,406       14,837,631  
 
 
Construction & Farm Machinery & Heavy Trucks–1.3%
 
       
Caterpillar, Inc.
    225,173       14,672,273  
 
 
Consumer Finance–3.3%
 
       
American Express Co.
    446,294       17,793,742  
 
Capital One Financial Corp.
    531,011       20,104,076  
 
              37,897,818  
 
 
Data Processing & Outsourced Services–2.0%
 
       
Automatic Data Processing, Inc.
    607,510       23,455,961  
 
 
Distributors–0.7%
 
       
Genuine Parts Co.
    194,098       8,138,529  
 
 
Diversified Banks–1.0%
 
       
Societe Generale (France)
    240,258       12,149,993  
 
 
Diversified Chemicals–1.5%
 
       
EI Du Pont de Nemours & Co.
    440,770       17,970,193  
 
 
Drug Retail–0.7%
 
       
Walgreen Co.
    318,827       8,570,070  
 
 
Electric Utilities–3.3%
 
       
American Electric Power Co., Inc.
    693,860       24,569,583  
 
Entergy Corp.
    176,767       13,936,310  
 
              38,505,893  
 
 
Electrical Components & Equipment–1.5%
 
       
Emerson Electric Co.
    381,859       17,813,722  
 
 
Food Distributors–1.7%
 
       
Sysco Corp.
    723,886       19,899,626  
 
 
Gas Utilities–0.5%
 
       
Southern Union Co.
    263,143       5,920,718  
 
 
General Merchandise Stores–1.7%
 
       
Target Corp.
    389,416       19,922,523  
 
 
Health Care Equipment–1.4%
 
       
Stryker Corp.
    370,610       16,006,646  
 
 
Hotels, Resorts & Cruise Lines–0.7%
 
       
Marriott International, Inc.–Class A
    256,928       8,224,265  
 
 
Household Appliances–2.3%
 
       
Snap-On, Inc.
    365,515       15,070,184  
 
Whirlpool Corp.
    151,796       11,257,191  
 
              26,327,375  
 
 
Household Products–3.9%
 
       
Kimberly-Clark Corp.
    520,122       33,495,857  
 
Procter & Gamble Co. (The)
    198,042       11,817,166  
 
              45,313,023  
 
 
Industrial Machinery–1.4%
 
       
Pentair, Inc.
    552,444       16,628,564  
 
 
Insurance Brokers–1.4%
 
       
Marsh & McLennan Cos., Inc.
    706,582       16,760,125  
 
 
Integrated Oil & Gas–4.8%
 
       
Chevron Corp.
    195,559       14,502,655  
 
Eni SpA (Italy)
    697,579       13,786,651  
 
Exxon Mobil Corp.
    311,043       18,401,304  
 
Total SA (France)
    196,691       9,158,841  
 
              55,849,451  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

                 
    Shares   Value
 
 
Integrated Telecommunication Services–1.4%
 
       
AT&T, Inc.
    610,916     $ 16,513,059  
 
 
Investment Banking & Brokerage–0.7%
 
       
Charles Schwab Corp. (The)
    679,826       8,674,580  
 
 
Leisure Products–0.8%
 
       
Mattel, Inc.
    439,875       9,232,976  
 
 
Life & Health Insurance–2.3%
 
       
Lincoln National Corp.
    397,590       9,287,702  
 
MetLife, Inc.
    451,403       16,972,753  
 
              26,260,455  
 
 
Motorcycle Manufacturers–0.5%
 
       
Harley-Davidson, Inc.
    249,802       6,075,185  
 
 
Movies & Entertainment–1.3%
 
       
Time Warner, Inc.
    491,228       14,727,015  
 
 
Multi-Utilities–1.5%
 
       
DTE Energy Co.
    383,020       17,944,487  
 
 
Office Services & Supplies–1.1%
 
       
Pitney Bowes, Inc.
    634,550       12,208,742  
 
 
Oil & Gas Equipment & Services–1.2%
 
       
Baker Hughes, Inc.
    355,542       13,361,268  
 
 
Other Diversified Financial Services–1.0%
 
       
JPMorgan Chase & Co.
    304,858       11,084,637  
 
 
Packaged Foods & Meats–4.4%
 
       
Campbell Soup Co.
    351,946       13,113,508  
 
General Mills, Inc.
    410,595       14,847,115  
 
Kraft Foods, Inc.–Class A
    633,845       18,983,658  
 
Mead Johnson Nutrition Co.
    89,182       4,654,409  
 
              51,598,690  
 
 
Paper Products–1.6%
 
       
International Paper Co.
    891,820       18,246,637  
 
 
Pharmaceuticals–4.0%
 
       
Bristol-Myers Squibb Co.
    666,839       17,391,161  
 
Johnson & Johnson
    386,694       22,049,292  
 
Pfizer, Inc.
    411,297       6,551,961  
 
              45,992,414  
 
 
Property & Casualty Insurance–1.6%
 
       
Travelers Cos., Inc. (The)
    380,950       18,658,931  
 
 
Regional Banks–3.4%
 
       
Fifth Third Bancorp
    1,408,954       15,568,942  
 
SunTrust Banks, Inc.
    1,063,958       23,928,415  
 
              39,497,357  
 
 
Restaurants–1.4%
 
       
Brinker International, Inc.
    1,021,344       16,086,168  
 
 
Semiconductors–0.6%
 
       
Texas Instruments, Inc.
    294,886       6,791,225  
 
 
Soft Drinks–1.4%
 
       
Coca-Cola Co. (The)
    301,218       16,844,111  
 
 
Specialty Chemicals–1.7%
 
       
Lubrizol Corp. (The)
    209,888       19,584,649  
 
 
Systems Software–2.1%
 
       
Microsoft Corp.
    482,035       11,318,182  
 
Oracle Corp.
    582,680       12,749,038  
 
              24,067,220  
 
 
Thrifts & Mortgage Finance–1.4%
 
       
Hudson City Bancorp, Inc.
    1,378,605       15,888,423  
 
 
Tobacco–4.9%
 
       
Altria Group, Inc.
    913,620       20,391,998  
 
Philip Morris International, Inc.
    714,841       36,771,421  
 
              57,163,419  
 
Total Common Stocks (Cost $1,037,433,901)
            1,103,705,324  
 
 
Money Market Funds–4.4%
 
       
Liquid Assets Portfolio–Institutional Class(c)
    25,551,635       25,551,635  
 
Premier Portfolio–Institutional Class(c)
    25,551,635       25,551,635  
 
Total Money Market Funds (Cost $51,103,270)
            51,103,270  
 
TOTAL INVESTMENTS (excluding investments purchased with cash from securities on loan–99.4% (Cost $1,088,537,171)
            1,154,808,594  
 
 
Investments Purchased with Cash Collateral from Securities on Loan
 
       
 
Money Market Funds–2.1%
 
       
Liquid Assets Portfolio–Institutional Class (Cost $25,014,384)(c)(d)
    25,014,384       25,014,384  
 
TOTAL INVESTMENTS–101.5% (Cost $1,113,551,555)
            1,179,822,978  
 
OTHER ASSETS LESS LIABILITIES–(1.5)%
            (17,975,428 )
 
NET ASSETS–100.0%
          $ 1,161,847,550  
 
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) All or a portion of this security was out on loan at August 31, 2010.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.
(d) 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 1I.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $1,037,433,901)*
  $ 1,103,705,324  
 
Investments in affiliated money market funds, at value and cost
    76,117,654  
 
Total investments, at value (Cost $1,113,551,555)
    1,179,822,978  
 
Receivable for:
       
Investments sold
    57,970,618  
 
Dividends
    3,140,991  
 
Fund shares sold
    31,844  
 
Fund expenses absorbed
    573,091  
 
Other Assets
    50,700  
 
Total assets
    1,241,590,222  
 
 
Liabilities:
 
Payable for:
       
Investments purchased
    51,465,643  
 
Fund shares reacquired
    2,736,853  
 
Collateral upon return of securities loaned
    25,014,384  
 
Accrued fees to affiliates
    333,881  
 
Accrued other operating expenses
    125,493  
 
Trustee deferred compensation and retirement plans
    66,418  
 
Total liabilities
    79,742,672  
 
Net assets applicable to shares outstanding
  $ 1,161,847,550  
 
 
Net assets consist of:
 
Capital stock
  $ 968,076,147  
 
Undistributed net investment income
    4,227,004  
 
Undistributed net realized gain
    123,273,320  
 
Unrealized appreciation
    66,271,079  
 
    $ 1,161,847,550  
 
 
Net Assets:
 
Class A
  $ 35,314,722  
 
Class B
  $ 1,091,985,638  
 
Class C
  $ 19,445,375  
 
Class Y
  $ 15,101,815  
 
 
Shares outstanding, $0.01 par value per share,
unlimited number of shares authorized:
 
Class A
    2,791,535  
 
Class B
    85,676,820  
 
Class C
    1,542,676  
 
Class Y
    1,191,897  
 
Class A:
       
Net asset value per share
  $ 12.65  
 
Maximum offering price per share,
       
(net asset value of $12.65 divided by 94.50%)
  $ 13.39  
 
Class B:
       
Net asset value and offering price per share
  $ 12.75  
 
Class C:
       
Net asset value and offering price per share
  $ 12.60  
 
Class Y:
       
Net asset value and offering price per share
  $ 12.67  
 
At August 31, 2010, securities with an aggregate value of $24,045,635 were on loan to brokers.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the period March 1, 2010 through August 31, 2010 and the year ended February 28, 2010
 
 
                 
    Six months ended
  For the year ended
    August 31, 2010   February 28, 2010
 
 
Investment Income:
 
       
Dividends (net of $21,029 and $32,019 foreign withholding tax, respectively)
  $ 14,518,800     $ 30,018,596  
 
Dividends from affiliated money market funds (includes securities lending income of $1,385)
    28,369       16,012  
 
Total investment income
    14,547,169       30,034,608  
 
 
Expenses
 
       
Advisory fees
    2,910,337       5,868,611  
 
Administrative services fees
    361,616       1,074,656  
 
Custodian fees
    20,861       51,131  
 
Distribution fees:
               
Class A
    180,908       102,468  
 
Class B
    1,400,451       3,092,921  
 
Class C
    110,885       228,265  
 
Transfer agent fees
    911,723       2,342,741  
 
Directors’ and officers’ fees and benefits
    15,488       50,778  
 
Other
    22,850       793,249  
 
Total expenses
    5,935,119       13,604,820  
 
Less: Fees waived
    (16,227 )     (73,197 )
 
Net expenses
    5,918,892       13,531,623  
 
Net investment income
    8,628,277       16,502,985  
 
 
Realized and unrealized gain (loss) from:
 
       
Net realized gain (loss) from:
               
Investment securities*
    131,398,410       113,454,956  
 
Options written
    226,425       1,377,320  
 
Foreign currencies
    (192,805 )      
 
      131,432,030       114,832,276  
 
Change in net unrealized appreciation (depreciation) of:
               
Investment securities
    (205,762,914 )     390,434,231  
 
Options written
    (95,837 )     95,837  
 
Foreign currencies
    (344 )      
 
      (205,859,095 )     390,530,068  
 
Net realized and unrealized gain (loss)
    (74,427,065 )     505,362,344  
 
Net increase (decrease) in net assets resulting from operations
  $ (65,798,788 )   $ 521,865,329  
 
Includes net gains from securities sold to affiliates of $29,367,310 for the six months ended August 31, 2010.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
For the period March 1, 2010 through August 31, 2010 and the years ended February 28, 2010 and 2009, respectively
 
 
                         
    Six months ended
  For the year ended
  For the year ended
    August 31, 2010   February 28, 2010   February 28, 2009
 
 
Operations:
 
               
Net investment income
  $ 8,628,277     $ 16,502,985     $ 29,796,769  
 
Net realized gain (loss)
    131,432,030       114,832,276       (65,082,253 )
 
Change in net unrealized appreciation (depreciation)
    (205,859,095 )     390,530,068       (914,678,355 )
 
Net increase (decrease) in net assets resulting from operations
    (65,798,788 )     521,865,329       (949,963,839 )
 
 
Distributions to shareholders from net investment income:
 
               
Class A shares
    (240,567 )     (652,947 )     (762,753 )
 
Class B shares
    (7,447,974 )     (20,107,994 )     (28,675,669 )
 
Class C shares
    (49,742 )     (196,960 )     (255,760 )
 
Class Y shares
    (119,698 )     (307,798 )     (1,228,001 )
 
Total distributions to shareholders from net investment income
    (7,857,981 )     (21,265,699 )     (30,922,183 )
 
 
Distributions to shareholders from net realized gains:
 
               
Class A shares
    (502,982 )           (2,206,572 )
 
Class B shares
    (15,558,772 )           (83,432,405 )
 
Class C shares
    (279,283 )           (1,566,716 )
 
Class Y shares
    (208,816 )           (4,098,059 )
 
Total distributions to shareholders from net realized gains
    (16,549,853 )           (91,303,752 )
 
Net increase (decrease) from capital stock transactions
    (120,853,500 )     (221,613,254 )     (355,627,490 )
 
Net increase (decrease) in net assets
    (211,060,122 )     278,986,376       (1,427,817,264 )
 
 
Net Assets:
 
               
Beginning of year
    1,372,907,672       1,093,921,296       2,521,738,560  
 
End of year (Includes undistributed net investment income of $4,227,004, $3,606,211 and $8,369,449, respectively)
  $ 1,161,847,550     $ 1,372,907,672     $ 1,093,921,296  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Dividend Growth Securities Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust, formerly AIM Counselor Series Trust) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from February 28 to August 31.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley Dividend Growth Securities, Inc. (the “Acquired Fund”), as a diversified, open-end management investment company. The Acquired Fund was reorganized on June 1, 2010, (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to provide reasonable current income and long-term growth of income and capital.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
 
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  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be
 
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evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy 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. Lending securities entails a risk of loss to the 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 fails to return the securities. 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. The Fund could experience delays and costs in gaining access to the collateral. The 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. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J. Call Options Written — The Fund may write call options. A call option gives the purchaser of such option the right to buy, and the writer (the Fund) the obligation to sell, the underlying security at the stated exercise price during the option period. Written call options are recorded as a liability in the Statement of Assets and Liabilities. The amount of the liability is subsequently “marked-to-market” to reflect the current market value of the option written. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. Realized gains and losses on these contracts are included in the Statement of Operations. A risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised.
K. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
 
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    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
L. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $250 million
    0 .545%
 
Next $750 million
    0 .42%
 
Next $1 billion
    0 .395%
 
Next $1 billion
    0 .37%
 
Next $1 billion
    0 .345%
 
Next $1 billion
    0 .32%
 
Next $1 billion
    0 .295%
 
Next $2 billion
    0 .27%
 
Next $2 billion
    0 .245%
 
Next $5 billion
    0 .22%
 
Over $15 billion
    0 .195%
 
 
  Prior to the Reorganization, the Acquired Fund paid at advisory fee of $1,535,396 to Morgan Stanley Investment Advisors Inc. (“MSIA”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the date of Reorganization, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 0.95%, 1.70%, 1.70% and 0.70%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds. Prior to the Reorganization, investment advisory fees paid by the Acquired Fund were reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class shares.
  For the period March 1, 2010 to August 31, 2010, the Adviser and MSIA waived advisory fees of $13,767 and $2,338, respectively. For the year ended February 28, 2010, MSIA waived advisory fees of $11,128.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $282,251 to Morgan Stanley Services Company, Inc. For the period March 1, 2010 to August 31, 2010 and the year ended February 28, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees.
  Also, the Trust has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of
 
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providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $537,167 to Morgan Stanley Trust, which served as the Acquired Fund’s transfer agent. For the period March 1, 2010 to August 31, 2010 and the year ended February 28, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”), an affiliate of the Adviser. The Fund has adopted a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will reimburse IDI for distribution related expenses that IDI incurs up to a maximum of the following annual rates; (1) Class A — up to 0.25% of the average daily net assets of Class A shares; (2) Class B — up to 1.00% of the average daily net assets of Class B shares and (3) Class C — up to 1.00% of the average daily net assets of Class C shares.
  In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by IDI, but not yet reimbursed to IDI may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. For the year ended August 31, 2010, the distribution fee was accrued for Class B shares at an annual rate of 0.24%.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distributors Inc. (“MSDI”) to serve as the distributor for the Class A, Class B and Class C shares. MSDI had agreed to waive the 12b-1 fee on Class B shares to the extent it exceeds 0.24% of the average daily net assets of such shares on an annualized basis. Pursuant to such agreements, for the period March 1, 2010 through May 31, 2010 the Acquired Fund paid $890,959 to MSDI.
  For the period March 1, 2010 to August 31, 2010 and the year ended February 28, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees. For the year ended February 28, 2010, MSDI waived Class B distribution fees of $62,069.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $284 in front-end sales commissions from the sale of Class A shares and $32,384, $36,975 and $258 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period March 1 to May 31, 2010, MSDI retained $7,039 in front-end sales commissions from the sale of Class A shares and $4,069, $27,674 and $333 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the year ended February 28, 2010, MSDI retained $7,680 in front-end sales commissions from the sale of Class A shares and $9,169, $140,331 and $1,879 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
  During the period March 1, 2010 to August 31, 2010, there were no significant transfers between investment levels.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 1,125,162,013     $ 54,660,965     $     $ 1,179,822,978  
 
 
NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
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Effect of Derivative Instruments for the six months ended August 31, 2010 and the year ended February 28, 2010, respectively.
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
                 
    Location of Gain (Loss) on
    Statement of Operations
    Six months ended
  For the year ended
    August 31, 2010   February 28, 2010
    Options   Options
 
Realized Gain
               
Equity risk
  $ 226,425     $ 1,377,320  
 
Change in Unrealized Appreciation (Depreciation)
               
Equity risk
    (95,837 )     95,837  
 
Total
  $ 130,588     $ 1,473,157  
 
 
Transactions in options for the six months ended August 31, 2010, were as follows:
 
                 
    Number of
   
    Contracts   Premium
 
Options written, outstanding at beginning of period
    1,365     $ 192,527  
 
Options written
    1,160       360,157  
 
Options expired
    (1,160 )     (242,399 )
 
Options closed
    (1,365 )     (310,285 )
 
Options written, outstanding at end of period
        $  
 
 
NOTE 5—Security Transactions with Affiliated Funds
 
The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the period ended August 31, 2010, the Fund engaged in securities purchases of $12,469,821 and securities sales of $65,167,106, which resulted in net realized gains of $29,367,310.
 
NOTE 6—Expense Offset Arrangement
 
The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the period ended August 31, 2010, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $122.
 
NOTE 7—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 8—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
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NOTE 9—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Period Ended August 31, 2010 and years ended February 28, 2010 and 2009:
 
                         
    August 31, 2010   February 28, 2010   February 28, 2009
 
Ordinary income
  $ 7,857,981     $ 21,265,699     $ 30,922,183  
 
Long-term capital gain
    16,549,853             91,303,752  
 
Total distributions
  $ 24,407,834     $ 21,265,699     $ 122,225,935  
 
 
Tax Components of Net Assets at Period-End:
 
         
    August 31, 2010
 
Undistributed ordinary income
  $ 8,128,902  
 
Undistributed long-term gain
    119,452,997  
 
Net unrealized appreciation — investments
    66,256,266  
 
Net unrealized appreciation (depreciation) — other investments
    (344 )
 
Temporary book/tax differences
    (66,418 )
 
Shares of beneficial interest
    968,076,147  
 
Total net assets
  $ 1,161,847,550  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $4,815,939 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund does not have a capital loss carryforward at period-end.
 
NOTE 10—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the period ended August 31, 2010 was $749,655,961 and $932,373,152, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 120,627,108  
 
Aggregate unrealized (depreciation) of investment securities
    (54,370,842 )
 
Net unrealized appreciation of investment securities
  $ 66,256,266  
 
Cost of investments for tax purposes is $1,113,566,712.
 
NOTE 11—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on August 31, 2010, undistributed net investment income was decreased by $149,503, undistributed net realized gain was increased by $149,493 and shares of beneficial interest increased by $10. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 12—Share Information
 
 
                                                 
    Summary of Share Activity
 
    Six months ended
  For the years ended February 28,
    August 31, 2010(a)   2010   2009
    Shares   Amount   Shares   Amount   Shares   Amount
 
Class A Shares
                                               
Sold
    65,780,971     $ 859,627,511       136,093     $ 1,677,854       914,162     $ 10,782,218  
 
Reinvestment of dividends and distributions
    52,264       709,513       55,201       636,422       180,847       2,874,607  
 
Redeemed
    (66,093,179 )     (856,677,656 )     (707,016 )     (8,747,373 )     (1,036,670 )     (14,999,359 )
 
Net increase (decrease) — Class A
    (259,944 )     3,659,368       (515,722 )     (6,433,097 )     58,339       (1,342,534 )
 
Class B Shares
                                               
Sold
    64,207,654       837,627,834       419,998       5,119,934       662,272       9,264,799  
 
Reinvestment of dividends and distributions
    1,625,653       22,245,980       1,696,800       19,707,658       6,881,569       110,634,758  
 
Redeemed
    (73,989,998 )     (981,974,862 )     (19,013,548 )     (232,509,233 )     (27,921,198 )     (402,642,135 )
 
Net increase (decrease) — Class B
    (8,156,691 )     (122,101,048 )     (16,896,750 )     (207,681,641 )     (20,377,357 )     (282,742,578 )
 
Class C Shares
                                               
Sold
    31,099       436,565       79,592       996,499       81,528       1,107,333  
 
Reinvestment of dividends and distributions
    23,677       318,283       17,061       190,978       112,310       1,801,238  
 
Redeemed
    (194,501 )     (2,666,517 )     (467,509 )     (5,693,843 )     (650,622 )     (9,479,034 )
 
Net increase (decrease) — Class C
    (139,725 )     (1,911,669 )     (370,856 )     (4,506,366 )     (456,784 )     (6,570,463 )
 
Class Y Shares
                                               
Sold
    14,853       200,938       35,249       414,675       189,525       3,093,230  
 
Reinvestment of dividends and distributions
    23,449       319,096       26,153       303,025       323,910       5,310,205  
 
Redeemed
    (73,311 )     (1,020,185 )     (301,983 )     (3,709,850 )     (5,462,806 )     (73,375,350 )
 
Net increase (decrease) — Class Y
    (35,009 )     (500,151 )     (240,581 )     (2,992,150 )     (4,949,371 )     (64,971,915 )
 
Net increase in (decrease) in share activity
    (8,591,369 )   $ (120,853,500 )     (18,023,909 )   $ (221,613,254 )     (25,725,173 )   $ (355,627,490 )
 
(a) There is an entity that is a record owner of more than 5% of the outstanding shares of the Fund that owns 78% of the outstanding shares of the Fund. IDI has an agreement with this entity to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to this entity, which is considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as, securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by this entity are owned beneficially.
 
  Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 13—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A Shares
    Six months
                   
    ended
                   
    August 31,
  For the year ended February 28,
    2010   2010   2009   2008(a)   2007   2006
 
Selected per share data:
Net asset value, beginning of period   $ 13.65     $ 9.22     $ 17.45     $ 20.78     $ 33.51     $ 37.21  
 
Income (loss) from investment operations:
Net investment income(b)
    0.09       0.15       0.23       0.14       0.29       0.39  
 
Net realized and unrealized gain (loss)
    (0.83 )     4.47       (7.55 )     (0.80 )     2.07       1.69  
 
Total income (loss) from investment operations
    (0.74 )     4.62       (7.32 )     (0.66 )     2.36       2.08  
 
Less dividends and distributions from:
Net investment income
    (0.08 )     (0.19 )     (0.23 )     (0.25 )     (0.34 )     (0.47 )
 
Net realized gain
    (0.18 )           (0.68 )     (2.42 )     (14.75 )     (5.31 )
 
Total dividends and distributions
    (0.26 )     (0.19 )     (0.91 )     (2.67 )     (15.09 )     (5.78 )
 
Net asset value, end of period   $ 12.65     $ 13.65     $ 9.22     $ 17.45     $ 20.78     $ 33.51  
 
Total Return(c)     (5.57 )%     50.54 %     (44.10 )%     (4.42 )%     8.55 %     5.94 %
 
Net assets, end of period, in millions(d)   $ 35,315     $ 42     $ 33     $ 61     $ 2,502     $ 3,412  
 
Ratios to Average Net Assets:
 
Total expenses     0.89 %(e)(f)     1.01 %(f)     0.95 %(f)     0.88 %(f)     0.88 %     0.85 %
 
Net investment income     1.30 %(e)(f)     1.23 %(f)     1.52 %(f)     1.00 %(f)     1.04 %     1.05 %
 
Rebate from affiliates           0.00 %(g)     0.00 %(g)     0.00 %(g)            
 
Supplemental Data:
Portfolio turnover(h)     59 %     42 %     67 %     34 %     105 %     44 %
 
(a) For the year ended February 29.
(b) Calculated using average shares outstanding.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Net assets, end of period, for the six months ended August 31, 2010 is stated in thousands.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $143,546.
(f) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
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NOTE 13—Financial Highlights—(continued)
 
                                                 
    Class B Shares
    Six months
                   
    ended
                   
    August 31,
  For the year ended February 28,
    2010   2010   2009   2008(a)   2007   2006
 
Selected per share data:
Net asset value, beginning of period   $ 13.76     $ 9.29     $ 17.58     $ 20.92     $ 33.65     $ 37.34  
 
Income (loss) from investment operations:
Net investment income(b)
    0.09       0.15       0.23       0.22       0.33       0.39  
 
Net realized and unrealized gain (loss)
    (0.84 )     4.52       (7.60 )     (0.87 )     2.08       1.72  
 
Total income (loss) from investment operations
    (0.75 )     4.67       (7.37 )     (0.65 )     2.41       2.11  
 
Less dividends and distributions from:
Net investment income
    (0.08 )     (0.20 )     (0.24 )     (0.27 )     (0.39 )     (0.49 )
 
Net realized gain
    (0.18 )           (0.68 )     (2.42 )     (14.75 )     (5.31 )
 
Total dividends and distributions
    (0.26 )     (0.20 )     (0.92 )     (2.69 )     (15.14 )     (5.80 )
 
Net asset value, end of period   $ 12.75     $ 13.76     $ 9.29     $ 17.58     $ 20.92     $ 33.65  
 
Total Return(c)     (5.59 )%     50.71 %     (44.12 )%     (4.39 )%     8.66 %     6.03 %
 
Net assets, end of period, in millions(d)   $ 1,091,986     $ 1,291     $ 1,029     $ 2,305     $ 848     $ 1,320  
 
Ratios to average net assets:
 
Total expenses     0.88 %(e)(f)     1.00 %(f)     0.94 %(f)     0.86 %(f)     0.75 %     0.75 %
 
Net investment income     1.31 %(e)(f)     1.24 %(f)     1.53 %(f)     1.02 %(f)     1.17 %     1.15 %
 
Rebate from affiliates           0.00 %(g)     0.00 %(g)     0.00 %(g)            
 
Supplemental data:
Portfolio turnover(h)     59 %     42 %     67 %     34 %     105 %     44 %
 
(a) For the year ended February 29.
(b) Calculated using average shares outstanding.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Net assets, end of period, for the six months ended August 31, 2010 is stated in thousands.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $1,137,011.
(f) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
22        Invesco Dividend Growth Securities Fund


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NOTE 13—Financial Highlights—(continued)
 
                                                 
    Class C Shares
    Six months
                   
    ended
                   
    August 31,
  For the year ended February 28,
    2010   2010   2009   2008(a)   2007   2006
 
Selected per share data:
Net asset value, beginning of period   $ 13.61     $ 9.18     $ 17.38     $ 20.71     $ 33.42     $ 37.11  
 
Income (loss) from investment operations:
Net investment income(b)
    0.04       0.06       0.11       0.05       0.08       0.11  
 
Net realized and unrealized gain (loss)
    (0.84 )     4.47       (7.52 )     (0.87 )     2.06       1.71  
 
Total income (loss) from investment operations
    (0.80 )     4.53       (7.41 )     (0.82 )     2.14       1.82  
 
Less dividends and distributions from:
Net investment income
    (0.03 )     (0.10 )     (0.11 )     (0.09 )     (0.10 )     (0.20 )
 
Net realized gain
    (0.18 )           (0.68 )     (2.42 )     (14.75 )     (5.31 )
 
Total dividends and distributions
    (0.21 )     (0.10 )     (0.79 )     (2.51 )     (14.85 )     (5.51 )
 
Net asset value, end of period   $ 12.60     $ 13.61     $ 9.18     $ 17.38     $ 20.71     $ 33.42  
 
Total Return(c)     (6.00 )%     49.62 %     (44.56 )%     (5.17 )%     7.74 %     5.21 %
 
Net assets, end of period, in millions(d)   $ 19,445     $ 23     $ 19     $ 44     $ 60     $ 80  
 
Ratios to average net assets:
 
Total expenses     1.64 %(e)(f)     1.76 %(f)     1.70 %(f)     1.63 %(f)     1.64 %     1.59 %
 
Net investment income     0.55 %(e)(f)     0.48 %(f)     0.77 %(f)     0.25 %(f)     0.28 %     0.31 %
 
Rebate from affiliates           0.00 %(g)     0.00 %(g)     0.00 %(g)            
 
Supplemental data:
Portfolio turnover(h)     59 %     42 %     67 %     34 %     105 %     44 %
 
(a) For the year ended February 29.
(b) Calculated using average shares outstanding.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Net assets, end of period, for the six months ended August 31, 2010 is stated in thousands.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $21,996.
(f) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
23        Invesco Dividend Growth Securities Fund


Table of Contents

NOTE 13—Financial Highlights—(continued)
 
                                                 
    Class Y Shares
    Six months
                   
    ended
                   
    August 31,
  For the year ended February 28,
    2010   2010   2009   2008(a)   2007   2006
 
Selected per share data:
Net asset value, beginning of period   $ 13.67     $ 9.23     $ 17.47     $ 20.81     $ 33.54     $ 37.23  
 
Income (loss) from investment operations:
Net investment income(b)
    0.11       0.18       0.25       0.26       0.38       0.46  
 
Net realized and unrealized gain (loss)
    (0.84 )     4.48       (7.54 )     (0.87 )     2.06       1.71  
 
Total income (loss) from investment operations
    (0.73 )     4.66       (7.29 )     (0.61 )     2.44       2.17  
 
Less dividends and distributions from:
Net investment income
    (0.09 )     (0.22 )     (0.27 )     (0.31 )     (0.42 )     (0.55 )
 
Net realized gain
    (0.18 )           (0.68 )     (2.42 )     (14.75 )     (5.31 )
 
Total dividends and distributions
    (0.27 )     (0.22 )     (0.95 )     (2.73 )     (15.17 )     (5.86 )
 
Net asset value, end of period   $ 12.67     $ 13.67     $ 9.23     $ 17.47     $ 20.81     $ 33.54  
 
Total Return(c)     (5.44 )%     50.97 %     (43.96 )%     (4.19 )%     8.84 %     6.22 %
 
Net assets, end of period, in millions(d)   $ 15,102     $ 17     $ 14     $ 112     $ 247     $ 511  
 
Ratios to average net assets:
 
Total expenses     0.64 %(e)(f)     0.76 %(f)     0.70 %(f)     0.63 %(f)     0.64 %     0.60 %
 
Net investment income     1.55 %(e)(f)     1.48 %(f)     1.77 %(f)     1.25 %(f)     1.28 %     1.30 %
 
Rebate from affiliates           0.00 %(g)     0.00 %(g)     0.00 %(g)            
 
Supplemental data:
Portfolio turnover(h)     59 %     42 %     67 %     34 %     105 %     44 %
 
(a) For the year ended February 29.
(b) Calculated using average shares outstanding.
(c) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d) Net assets, end of period, for the six months ended August 31, 2010 is stated in thousands.
(e) Ratios are annualized and based on average daily net assets (000’s omitted) of $16,617.
(f) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
NOTE 14—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Dividend Growth Securities Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Dividend Growth Securities Fund (formerly known as Morgan Stanley Dividend Growth Securities Inc.; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended February 28, 2010 and prior were audited by other independent auditors whose report dated April 26, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Table of Contents

Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 944.30       $ 4.36       $ 1,020.72       $ 4.53         0.89 %
                                                             
B
      1,000.00         943.40         4.31         1,020.77         4.48         0.88  
                                                             
C
      1,000.00         940.70         8.02         1,016.94         8.34         1.64  
                                                             
Y
      1,000.00         945.60         3.14         1,021.98         3.26         0.64  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Dividend Growth Securities Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed the information provided differently than another Trustee.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
  The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these
 
27        Invesco Dividend Growth Securities Fund


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services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for the period ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Long-Term Capital Gain Dividends
  $ 16,549,853  
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Morgan Stanley Dividend Growth Securities was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
(1)
  Approve an Agreement and Plan of Reorganization     48,491,206       3,510,769       4,490,314       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

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(LOGO)
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
 
  MS-DGS-AR-1        Invesco Distributors, Inc.

 


Table of Contents


(IMAGE)
 

 
 
Invesco Equally-Weighted S&P 500 Fund
Annual Report to Shareholders   August   31, 2010
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
19
  Financial Statements
21
  Notes to Financial Statements
28
  Financial Highlights
33
  Auditor’s Report
34
  Fund Expenses
35
  Approval of Investment Advisory and Sub-Advisory Agreements
T-1
  Trustees and Officers
 
 
 

 


Table of Contents

Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,

-s- Philip Taylor

Philip Taylor
Senior Managing Director, Invesco
2   Invesco Equally-Weighted S&P 500 Fund


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(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,

-s- Bruce L. Crockett

Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Equally-Weighted S&P 500 Fund


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
As part of Invesco’s June 1, 2010, acquisition of Morgan Stanley’s retail asset management business, Morgan Stanley Equally-Weighted S&P 500 Index Fund was renamed Invesco Equally-Weighted S&P 500 Fund. A listing of your Fund’s managers appears later in this report.
     For the reporting period ended August 31, 2010, Class A shares of Invesco Equally-Weighted S&P 500 Fund at net asset value outperformed the S&P 500 Equal Weight Index and the Lipper Multi-Cap Core Funds Index. The Fund seeks to achieve a high level of total return on its assets through a combination of capital appreciation and current income.
     Your Fund’s long-term performance appears later in this report.
     
 
Fund vs. Indexes
Cumulative total returns, 6/30/10 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    2.23 %
 
Class B Shares
    2.12  
 
Class C Shares
    2.10  
 
Class R Shares
    2.24  
 
Class Y Shares
    2.29  
 
S&P 500 Equal Weight Index (Broad Market /Style-Specific Index)
    2.18  
 
Lipper Multi-Cap Core Funds Index (Peer Group Index)
    1.72  
 
  Invesco, Bloomberg L.P.; Lipper Inc.

 
How we invest
The Fund invests in a diversified portfolio of common stocks represented in the S&P 500 Index. The S&P 500 is a well known stock market index that includes common stocks of 500 companies. The Fund generally invests in each stock included in the S&P 500 in approximately equal proportions. This approach differs from the S&P 500 because stocks in the S&P 500 are represented in proportion to their market value or market capitalization. For example, the 50 largest companies in the S&P 500 represent approximately 50 percent of the S&P 500’s value; however, these same 50 companies represent roughly 10 percent of the Fund’s value. The Fund may invest in foreign securities represented in the
S&P 500, including depositary receipts. Sale of a security in the Fund is a function of the Standard & Poor’s either adding or deleting a security from the S&P 500 Index. Securities that are added or deleted are driven by the index, not a stock selection model.
     
 
Market conditions and your Fund
The S&P 500 Index rebounded sharply in July 2010, followed by a decline in August. Despite a welcome rebound in the stock market in July, the more recent trend has been decidedly negative. Investors’ concerns about the pace of economic recovery continued, and many worried about a double-dip recession. Disappointing employment figures were a considerable overhang on the market


during the month of August. Signs of economic slowdowns in China and Japan were also cause for concern, since U.S. exporters have largely been seen as leading the recovery. In response to these troublesome signs, there was a flight to quality. Treasuries, gold and the U.S. dollar (except versus the yen) all rallied.
     The Fund stayed true to its process by maintaining the same proportion to all constituents of the S&P 500 Index. On an absolute basis, all sectors in the Fund except for health care posted positive returns for the reporting period. Sectors that contributed most to overall Fund performance were the utilities, materials, information technology, consumer discretionary and consumer staples sectors. The health care sector was a detractor from the Fund’s overall positive performance.
     Within the consumer discretionary sector, Priceline.com was a top contributor. Priceline.com is an online travel company, which offers a range of travel services, including hotel rooms, car rentals, airline tickets, vacation packages, cruises and destination services. Internationally, the company offers customers hotel room reservations in over 90 countries and in 32 languages. In the United States, Priceline. com offers customers the ability to purchase travel services in a price-disclosed manner or the opportunity to use the “Name Your Own Price” service, which allows customers to make offers for travel services at discounted prices.
     Also contributing to the Fund’s positive performance was information technology and software and programming company, McAfee. McAfee is a security technology company. It engages in developing, marketing, distributing and supporting computer security solutions


 
Portfolio Composition
By sector
         
Financials
    15.6 %
 
Consumer Discretionary
    15.4  
 
Information Technology
    14.6  
 
Industrials
    11.1  
 
Health Care
    9.9  
 
Consumer Staples
    8.4  
 
Energy
    7.4  
 
Utilities
    7.3  
 
Materials
    6.5  
 
Telecommunication Services
    2.0  
 
Money Market Funds Plus Other Assets Less Liabilities
    1.8  
 
 
Top 10 Equity Holdings*
         
  1.   Priceline.com, Inc.
    0.3 %
 
  2.   CF Industries Holdings, Inc.
    0.3  
 
  3.   McAfee, Inc.
    0.3  
 
  4.   Genzyme Corp.
    0.3  
 
  5.   Citrix Systems, Inc.
    0.3  
 
  6.   Salesforce.com, Inc.
    0.2  
 
  7.   Intuit, Inc.
    0.2  
 
  8.   Archer-Daniels-Midland Co.
    0.2  
 
  9.   CMS Energy Corp.
    0.2  
 
10.   FMC Technologies, Inc.
    0.2  
 
         
Total Net Assets
  $878.8 million
         
Total Number of Holdings*
    500  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Equally-Weighted S&P 500 Fund


Table of Contents

for enterprises, governments, small- and medium-sized businesses and consumers either directly or through a network of distribution partners. On August 19, 2010, Intel agreed to buy McAfee. Intel’s acquisition of McAfee is subject to regulatory and McAfee shareholder approval. The boards of both companies have already agreed to the deal.
     Detracting from Fund performance were holdings in health care sector companies, Intuitive Surgical and Medco Health Solutions. Medco Health Solutions provides clinically driven pharmacy services designed to improve the quality of care and lower total health care costs for private and public employers, health plans, labor unions and government agencies of all sizes, and for individuals served by Medicare Part D Prescription Drug Plans.
     As part of implementing the Fund’s strategy, the Fund may use derivatives, such as futures contracts to better manage our market exposure. The use of derivatives during the reporting period was successful.
     While the global economy appeared more stable entering 2010 than it did the prior year, forecasting the future direction of the economy remained highly challenging. The bursting of the U.S. housing bubble, rising unemployment and rising taxation seemed likely to impede future economic growth, while massive fiscal and monetary stimulus seemed likely to promote economic growth.
     During the fiscal year, we were cautiously optimistic about the prospects for equities. In a world of moderate but positive economic growth, low inflation and prolonged government liquidity support, we believed equities could achieve gains. Further, valuations remained reasonable by historic standards, especially after the pullback during the second quarter of 2010.
     We welcome new investors who joined the Fund during the reporting period and thank all of our shareholders for your investment in Invesco Equally-Weighted S&P 500 Index Fund.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
Anthony Munchak
Chartered Financial Analyst, portfolio manager, is manager of Invesco Equally-Weighted S&P 500 Fund. He joined Invesco in 2000. Mr. Munchak earned a B.S. and M.S. in finance from Boston College and an M.B.A. from Bentley College.
Glen Murphy
Chartered Financial Analyst, portfolio manager, is manager of Invesco Equally-Weighted S&P 500 Fund. He joined Invesco in 1995. Mr. Murphy earned a B.B.A. from the University of Massachusetts and an M.S. in finance from Boston College.
Francis Orlando
Chartered Financial Analyst, portfolio manager, is manager of Invesco Equally-Weighted S&P 500 Fund. He joined Invesco in 1987. Mr. Orlando earned a B.A. in business administration from Merrimack College and an M.B.A. from Boston University.
Daniel Tsai
Chartered Financial Analyst, portfolio manager, is manager of Invesco Equally-Weighted S&P 500 Fund. He joined Invesco in 2000. Mr. Tsai earned a B.S. in mechanical engineering from National Taiwan University and an M.S. in mechanical engineering from the University of Michigan. He also earned an M.S. in computer science from Wayne State University.
Anne Unflat
Portfolio manager, is manager of Invesco Equally-Weighted S&P 500 Fund. She joined Invesco in 1988. Ms. Unflat graduated magna cum laude from Queens College with a B.A. in economics. She earned an M.B.A. in finance from St. John’s University.


5   Invesco Equally-Weighted S&P 500 Fund


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class since Inception
Index data from 11/30/87, Fund data from 12/1/87
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges.
     Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating
changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000 , and so on.


6   Invesco Equally-Weighted S&P 500 Fund


Table of Contents

     
 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
         
Class A Shares
       
 
Inception (7/28/97)
    4.95 %
 
10 Years
    3.18  
 
  5 Years
    -0.76  
 
  1 Year
    3.85  
 
 
       
Class B Shares
       
 
Inception (12/1/87)
    9.85 %
 
10 Years
    3.13  
 
  5 Years
    -0.65  
 
  1 Year
    4.04  
 
 
       
Class C Shares
       
 
Inception (7/28/97)
    4.63 %
 
10 Years
    3.00  
 
  5 Years
    -0.36  
 
  1 Year
    8.07  
 
 
       
Class R Shares
       
 
Inception (3/31/08)
    -3.15 %
 
  1 Year
    9.60  
 
 
       
Class Y Shares
       
 
Inception (7/28/97)
    5.65 %
 
10 Years
    4.01  
 
  5 Years
    0.61  
 
  1 Year
    10.14  
Effective June 1, 2010, Class A, Class B, Class C, Class R, Class W and Class I shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class A, Class B, Class C, Class R, Class A and Class Y shares, respectively, of Invesco Equally-Weighted S&P 500 Fund. Returns shown above for Class A, Class B, Class C, Class R and Class Y shares are blended returns of the predecessor fund and Invesco Equally-Weighted S&P 500 Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
         
 
Class A Shares
       
 
Inception (7/28/97)
    4.83 %
 
10 Years
    3.67  
 
  5 Years
    -0.45  
 
  1 Year
    17.13  
 
 
       
Class B Shares
       
 
Inception (12/1/87)
    9.82 %
 
10 Years
    3.63  
 
  5 Years
    -0.34  
 
  1 Year
    17.94  
 
 
       
Class C Shares
       
 
Inception (7/28/97)
    4.52 %
 
10 Years
    3.49  
 
  5 Years
    -0.05  
 
  1 Year
    21.99  
 
 
       
Class R Shares
       
 
Inception (3/31/08)
    -4.33 %
 
  1 Year
    23.58  
 
 
       
Class Y Shares
       
 
Inception (7/28/97)
    5.54 %
 
10 Years
    4.51  
 
  5 Years
    0.93  
 
  1 Year
    24.19  
     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R and Class Y shares was 0.71%, 1.46%, 1.46%, 0.96% and 0.46%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R and Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
      


7   Invesco Equally-Weighted S&P 500 Fund


Table of Contents

 
Invesco Equally-Weighted S&P 500 Fund’s investment objective is to achieve a high level of total return on its assets through a combination of capital appreciation and current income.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions. Investments in convertible securities subject the fund to the risks associated with both fixed income securities, including credit risk and interest rate risk, and common stocks.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
About indexes used in this report
n   The S&P 500 Equal Weight Index is the equally weighted version of the S&P 500® Index.
 
n   The Lipper Multi-Cap Core Funds Index is an unmanaged index considered representative of multi-cap core funds tracked by Lipper.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
      


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
         
 
Fund Nasdaq Symbols
       
Class A Shares
  VADAX
Class B Shares
  VADBX
Class C Shares
  VADCX
Class R Shares
  VADRX
Class Y Shares
  VADDX


8   Invesco Equally-Weighted S&P 500 Fund


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks & Other Equity Interests–98.2%
 
       
 
Advertising–0.4%
 
       
Interpublic Group of Cos., Inc.(b)
    223,047     $ 1,902,591  
 
Omnicom Group, Inc.
    48,745       1,706,562  
 
              3,609,153  
 
 
Aerospace & Defense–2.3%
 
       
Boeing Co. (The)
    27,306       1,669,216  
 
General Dynamics Corp.
    27,738       1,549,722  
 
Goodrich Corp.
    26,074       1,785,547  
 
Honeywell International, Inc.
    43,237       1,690,134  
 
ITT Corp.
    38,238       1,625,115  
 
L-3 Communications Holdings, Inc.
    22,738       1,514,351  
 
Lockheed Martin Corp.
    22,998       1,598,821  
 
Northrop Grumman Corp.
    29,892       1,617,755  
 
Precision Castparts Corp.
    16,170       1,830,121  
 
Raytheon Co.
    34,849       1,530,568  
 
Rockwell Collins, Inc.
    31,683       1,708,664  
 
United Technologies Corp.
    26,824       1,749,193  
 
              19,869,207  
 
 
Agricultural Products–0.2%
 
       
Archer-Daniels-Midland Co.
    68,250       2,100,735  
 
 
Air Freight & Logistics–0.9%
 
       
C.H. Robinson Worldwide, Inc.
    31,420       2,041,986  
 
Expeditors International of Washington, Inc.
    48,051       1,902,339  
 
FedEx Corp.
    23,579       1,840,341  
 
United Parcel Service, Inc. (Class B)
    29,691       1,894,286  
 
              7,678,952  
 
 
Airlines–0.2%
 
       
Southwest Airlines Co.
    151,366       1,672,594  
 
 
Aluminum–0.2%
 
       
Alcoa, Inc.
    167,035       1,705,427  
 
 
Apparel Retail–1.1%
 
       
Abercrombie & Fitch Co. (Class A)
    52,526       1,817,400  
 
Gap, Inc. (The)
    87,370       1,475,679  
 
Limited Brands, Inc.
    75,253       1,775,971  
 
Ross Stores, Inc.
    32,380       1,607,019  
 
TJX Cos., Inc.
    40,376       1,602,524  
 
Urban Outfitters, Inc.(b)
    50,800       1,540,256  
 
              9,818,849  
 
 
Apparel, Accessories & Luxury Goods–0.6%
 
       
Coach, Inc.
    43,047       1,542,804  
 
Polo Ralph Lauren Corp.
    23,066       1,747,019  
 
VF Corp.
    23,442       1,655,474  
 
              4,945,297  
 
 
Application Software–1.3%
 
       
Adobe Systems, Inc.(b)
    55,362       1,536,849  
 
Autodesk, Inc.(b)
    63,465       1,761,154  
 
Citrix Systems, Inc.(b)
    40,262       2,332,780  
 
Compuware Corp.(b)
    214,043       1,536,829  
 
Intuit, Inc.(b)
    49,420       2,115,176  
 
Salesforce.com, Inc.(b)
    19,386       2,130,134  
 
              11,412,922  
 
 
Asset Management & Custody Banks–2.0%
 
       
Ameriprise Financial, Inc.
    46,673       2,034,009  
 
Bank of New York Mellon Corp. (The)
    69,817       1,694,459  
 
Federated Investors, Inc. (Class B)
    83,781       1,746,834  
 
Franklin Resources, Inc.
    19,889       1,919,487  
 
Invesco Ltd.
    96,603       1,748,514  
 
Janus Capital Group, Inc.
    181,580       1,648,747  
 
Legg Mason, Inc.
    57,992       1,468,937  
 
Northern Trust Corp.
    36,892       1,702,197  
 
State Street Corp.
    49,885       1,749,966  
 
T. Rowe Price Group, Inc.
    37,610       1,646,566  
 
              17,359,716  
 
 
Auto Parts & Equipment–0.2%
 
       
Johnson Controls, Inc.
    64,279       1,705,322  
 
 
Automobile Manufacturers–0.2%
 
       
Ford Motor Co.(b)
    161,932       1,828,212  
 
 
Automotive Retail–0.6%
 
       
AutoNation, Inc.(b)
    87,618       1,978,414  
 
AutoZone, Inc.(b)
    9,501       1,993,120  
 
O’Reilly Automotive, Inc.(b)
    37,166       1,756,837  
 
              5,728,371  
 
 
Biotechnology–1.3%
 
       
Amgen, Inc.(b)
    33,618       1,715,863  
 
Biogen Idec, Inc.(b)
    37,218       2,002,328  
 
Celgene Corp.(b)
    33,526       1,727,260  
 
Cephalon, Inc.(b)
    30,995       1,754,627  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

                 
    Shares   Value
 
 
Biotechnology–(continued)
 
       
                 
Genzyme Corp.(b)
    35,146     $ 2,464,086  
 
Gilead Sciences, Inc.(b)
    51,562       1,642,765  
 
              11,306,929  
 
 
Brewers–0.2%
 
       
Molson Coors Brewing Co. (Class B)
    41,655       1,814,492  
 
 
Broadcasting–0.4%
 
       
CBS Corp. (Class B)
    124,296       1,717,771  
 
Discovery Communications, Inc. (Class A)(b)
    47,268       1,784,367  
 
              3,502,138  
 
 
Building Products–0.2%
 
       
Masco Corp.
    150,629       1,580,098  
 
 
Cable & Satellite–0.8%
 
       
Comcast Corp. (Class A)
    100,256       1,716,383  
 
DirecTV (Class A)(b)
    49,579       1,880,036  
 
Scripps Networks Interactive, Inc. (Class A)
    40,946       1,645,210  
 
Time Warner Cable, Inc.
    33,642       1,736,263  
 
              6,977,892  
 
 
Casinos & Gaming–0.4%
 
       
International Game Technology
    101,130       1,476,498  
 
Wynn Resorts Ltd.
    21,824       1,759,233  
 
              3,235,731  
 
 
Coal & Consumable Fuels–0.6%
 
       
Consol Energy, Inc.
    47,449       1,527,858  
 
Massey Energy Co.
    59,289       1,704,559  
 
Peabody Energy Corp.
    44,977       1,925,015  
 
              5,157,432  
 
 
Commercial Printing–0.2%
 
       
RR Donnelley & Sons Co.
    101,964       1,544,245  
 
 
Communications Equipment–1.6%
 
       
Cisco Systems, Inc.(b)
    79,001       1,583,970  
 
Corning, Inc.
    101,796       1,596,161  
 
Harris Corp.
    38,270       1,610,019  
 
JDS Uniphase Corp.(b)
    159,703       1,467,671  
 
Juniper Networks, Inc.(b)
    72,774       1,979,453  
 
Motorola, Inc.(b)
    255,614       1,924,773  
 
QUALCOMM, Inc.
    51,996       1,991,967  
 
Tellabs, Inc.
    266,249       1,890,368  
 
              14,044,382  
 
 
Computer & Electronics Retail–0.5%
 
       
Best Buy Co., Inc.
    49,055       1,539,836  
 
GameStop Corp. (Class A)(b)
    96,603       1,732,092  
 
RadioShack Corp.
    84,123       1,554,593  
 
              4,826,521  
 
 
Computer Hardware–0.9%
 
       
Apple, Inc.(b)
    6,768       1,647,128  
 
Dell, Inc.(b)
    132,176       1,555,712  
 
Hewlett-Packard Co.
    38,676       1,488,252  
 
International Business Machines Corp.
    14,258       1,757,013  
 
Teradata Corp.(b)
    54,613       1,788,030  
 
              8,236,135  
 
 
Computer Storage & Peripherals–1.1%
 
       
EMC Corp.(b)
    95,904       1,749,289  
 
Lexmark International, Inc.(b)
    48,503       1,697,120  
 
NetApp, Inc.(b)
    45,020       1,820,609  
 
QLogic Corp.(b)
    102,641       1,528,838  
 
SanDisk Corp.(b)
    37,856       1,258,333  
 
Western Digital Corp.(b)
    53,006       1,280,095  
 
              9,334,284  
 
 
Construction & Engineering–0.5%
 
       
Fluor Corp.
    39,933       1,783,408  
 
Jacobs Engineering Group, Inc.(b)
    44,588       1,546,312  
 
Quanta Services, Inc.(b)
    81,213       1,456,961  
 
              4,786,681  
 
 
Construction & Farm Machinery & Heavy Trucks–0.8%
 
       
Caterpillar, Inc.
    28,180       1,836,209  
 
Cummins, Inc.
    24,975       1,858,389  
 
Deere & Co.
    31,314       1,981,237  
 
PACCAR, Inc.
    42,514       1,742,649  
 
              7,418,484  
 
 
Construction Materials–0.2%
 
       
Vulcan Materials Co.
    39,043       1,435,221  
 
 
Consumer Electronics–0.2%
 
       
Harman International Industries, Inc.(b)
    54,261       1,691,315  
 
 
Consumer Finance–0.8%
 
       
American Express Co.
    44,153       1,760,380  
 
Capital One Financial Corp.
    43,521       1,647,705  
 
Discover Financial Services
    132,554       1,923,359  
 
SLM Corp.(b)
    155,683       1,720,297  
 
              7,051,741  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

                 
    Shares   Value
 
 
Data Processing & Outsourced Services–1.7%
 
       
Automatic Data Processing, Inc.
    43,892     $ 1,694,670  
 
Computer Sciences Corp.
    36,725       1,462,022  
 
Fidelity National Information Services, Inc.
    67,530       1,744,975  
 
Fiserv, Inc.(b)
    37,964       1,899,339  
 
Mastercard, Inc. (Class A)
    8,661       1,717,996  
 
Paychex, Inc.
    65,504       1,630,395  
 
Total System Services, Inc.
    124,967       1,774,532  
 
Visa, Inc. (Class A)
    24,087       1,661,521  
 
Western Union Co. (The)
    114,552       1,796,175  
 
              15,381,625  
 
 
Department Stores–0.9%
 
       
JC Penney Co., Inc.
    70,938       1,418,760  
 
Kohl’s Corp.(b)
    35,212       1,654,260  
 
Macy’s, Inc.
    86,475       1,681,074  
 
Nordstrom, Inc.
    48,001       1,388,189  
 
Sears Holdings Corp.(b)
    24,465       1,514,383  
 
              7,656,666  
 
 
Distillers & Vintners–0.4%
 
       
Brown-Forman Corp. (Class B)
    31,204       1,912,493  
 
Constellation Brands, Inc.(b)
    113,849       1,896,725  
 
              3,809,218  
 
 
Distributors–0.2%
 
       
Genuine Parts Co.
    44,523       1,866,849  
 
 
Diversified Banks–0.5%
 
       
Comerica, Inc.
    47,316       1,628,144  
 
US Bancorp
    78,733       1,637,646  
 
Wells Fargo & Co.
    66,111       1,556,914  
 
              4,822,704  
 
 
Diversified Chemicals–1.0%
 
       
Dow Chemical Co. (The)
    68,731       1,674,974  
 
Eastman Chemical Co.
    29,610       1,822,496  
 
EI Du Pont de Nemours & Co.
    48,377       1,972,330  
 
FMC Corp.
    29,719       1,850,899  
 
PPG Industries, Inc.
    27,838       1,832,576  
 
              9,153,275  
 
 
Diversified Metals & Mining–0.4%
 
       
Freeport-McMoRan Copper & Gold, Inc.
    28,159       2,026,885  
 
Titanium Metals Corp.(b)
    92,787       1,681,300  
 
              3,708,185  
 
 
Diversified Support Services–0.4%
 
       
Cintas Corp.
    71,101       1,812,364  
 
Iron Mountain, Inc.
    76,242       1,546,188  
 
              3,358,552  
 
 
Drug Retail–0.4%
 
       
CVS Caremark Corp.
    57,223       1,545,021  
 
Walgreen Co.
    61,673       1,657,770  
 
              3,202,791  
 
 
Education Services–0.3%
 
       
Apollo Group, Inc. (Class A)(b)
    38,349       1,629,065  
 
DeVry, Inc.
    32,425       1,235,717  
 
              2,864,782  
 
 
Electric Utilities–3.0%
 
       
Allegheny Energy, Inc.
    83,292       1,878,235  
 
American Electric Power Co., Inc.
    54,484       1,929,278  
 
Duke Energy Corp.
    111,523       1,917,080  
 
Edison International
    54,024       1,823,310  
 
Entergy Corp.
    23,760       1,873,238  
 
Exelon Corp.
    44,998       1,832,318  
 
FirstEnergy Corp.
    48,239       1,762,171  
 
NextEra Energy, Inc.
    35,340       1,898,818  
 
Northeast Utilities
    69,063       2,000,755  
 
Pepco Holdings, Inc.
    110,857       1,989,883  
 
Pinnacle West Capital Corp.
    49,315       1,965,203  
 
PPL Corp.
    71,210       1,934,064  
 
Progress Energy, Inc.
    46,002       1,973,946  
 
Southern Co.
    54,404       1,996,083  
 
              26,774,382  
 
 
Electrical Components & Equipment–0.6%
 
       
Emerson Electric Co.
    39,092       1,823,642  
 
First Solar, Inc.(b)
    15,004       1,918,261  
 
Rockwell Automation, Inc.
    34,473       1,762,949  
 
              5,504,852  
 
 
Electronic Components–0.2%
 
       
Amphenol Corp. (Class A)
    43,521       1,772,175  
 
 
Electronic Equipment & Instruments–0.4%
 
       
Agilent Technologies, Inc.(b)
    56,907       1,534,782  
 
FLIR Systems, Inc.(b)
    64,346       1,616,371  
 
              3,151,153  
 
 
Electronic Manufacturing Services–0.3%
 
       
Jabil Circuit, Inc.
    132,933       1,362,563  
 
Molex, Inc.
    89,434       1,578,510  
 
              2,941,073  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

                 
    Shares   Value
 
 
Environmental & Facilities Services–0.6%
 
       
Republic Services, Inc.
    58,875     $ 1,732,691  
 
Stericycle, Inc.(b)
    28,357       1,857,384  
 
Waste Management, Inc.
    55,345       1,831,366  
 
              5,421,441  
 
 
Fertilizers & Agricultural Chemicals–0.5%
 
       
CF Industries Holdings, Inc.
    28,882       2,671,585  
 
Monsanto Co.
    36,827       1,938,942  
 
              4,610,527  
 
 
Food–Retail–0.7%
 
       
Kroger Co. (The)
    92,510       1,825,222  
 
Safeway, Inc.
    89,090       1,674,892  
 
SUPERVALU, Inc.
    144,304       1,402,635  
 
Whole Foods Market, Inc.(b)
    45,980       1,599,644  
 
              6,502,393  
 
 
Food Distributors–0.2%
 
       
Sysco Corp.
    59,651       1,639,806  
 
 
Footwear–0.2%
 
       
NIKE, Inc. (Class B)
    24,762       1,733,340  
 
 
Forest Products–0.1%
 
       
Weyerhaeuser Co.
    47,280       742,296  
 
 
Gas Utilities–0.4%
 
       
EQT Corp.
    45,295       1,476,617  
 
Nicor, Inc.
    43,217       1,827,647  
 
              3,304,264  
 
 
General Merchandise Stores–0.6%
 
       
Big Lots, Inc.(b)
    53,696       1,678,537  
 
Family Dollar Stores, Inc.
    47,100       2,015,409  
 
Target Corp.
    34,576       1,768,908  
 
              5,462,854  
 
 
Gold–0.2%
 
       
Newmont Mining Corp.
    30,297       1,857,812  
 
 
Health Care Distributors–0.7%
 
       
AmerisourceBergen Corp.
    56,994       1,554,796  
 
Cardinal Health, Inc.
    51,880       1,554,325  
 
McKesson Corp.
    26,476       1,536,932  
 
Patterson Cos., Inc.
    60,349       1,526,226  
 
              6,172,279  
 
 
Health Care Equipment–2.3%
 
       
Baxter International, Inc.
    44,174       1,880,045  
 
Becton Dickinson and Co.
    26,019       1,774,236  
 
Boston Scientific Corp.(b)
    293,169       1,521,547  
 
C.R. Bard, Inc.
    23,109       1,775,465  
 
CareFusion Corp.(b)
    75,192       1,622,643  
 
Hospira, Inc.(b)
    32,908       1,690,155  
 
Intuitive Surgical, Inc.(b)
    5,303       1,405,454  
 
Medtronic, Inc.
    47,742       1,502,918  
 
St Jude Medical, Inc.(b)
    49,632       1,715,778  
 
Stryker Corp.
    35,810       1,546,634  
 
Varian Medical Systems, Inc.(b)
    34,764       1,850,835  
 
Zimmer Holdings, Inc.(b)
    33,709       1,590,054  
 
              19,875,764  
 
 
Health Care Facilities–0.2%
 
       
Tenet Healthcare Corp.(b)
    378,726       1,484,606  
 
 
Health Care Services–1.1%
 
       
Cerner Corp(b)
    23,018       1,676,861  
 
DaVita, Inc.(b)
    27,851       1,799,732  
 
Express Scripts, Inc.(b)
    35,673       1,519,670  
 
Laboratory Corp. of America Holdings(b)
    23,124       1,679,265  
 
Medco Health Solutions, Inc.(b)
    30,902       1,343,619  
 
Quest Diagnostics, Inc.
    34,954       1,520,499  
 
              9,539,646  
 
 
Health Care Supplies–0.2%
 
       
DENTSPLY International, Inc.
    58,504       1,627,581  
 
 
Home Building–0.6%
 
       
DR Horton, Inc.
    172,628       1,771,163  
 
Lennar Corp. (Class A)
    125,899       1,658,090  
 
Pulte Group, Inc.(b)
    198,264       1,592,060  
 
              5,021,313  
 
 
Home Entertainment Software–0.2%
 
       
Electronic Arts, Inc.(b)
    115,767       1,764,289  
 
 
Home Furnishings–0.2%
 
       
Leggett & Platt, Inc.
    82,440       1,580,375  
 
 
Home Improvement Retail–0.6%
 
       
Home Depot, Inc.
    58,101       1,615,789  
 
Lowe’s Cos., Inc.
    82,039       1,665,392  
 
Sherwin-Williams Co. (The)
    24,359       1,714,386  
 
              4,995,567  
 
 
Homefurnishing Retail–0.2%
 
       
Bed Bath & Beyond, Inc.(b)
    43,634       1,569,515  
 
 
Hotels, Resorts & Cruise Lines–0.8%
 
       
Carnival Corp. (Units)
    52,407       1,634,050  
 
Marriott International, Inc. (Class A)
    52,570       1,682,766  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Equally-Weighted S&P 500 Fund


Table of Contents

                 
    Shares   Value
 
 
Hotels, Resorts & Cruise Lines–(continued)
 
       
                 
Starwood Hotels & Resorts Worldwide, Inc.
    38,428     $ 1,795,741  
 
Wyndham Worldwide Corp.
    76,969       1,784,911  
 
              6,897,468  
 
 
Household Appliances–0.5%
 
       
Snap-On, Inc.
    42,397       1,748,028  
 
Stanley Black & Decker, Inc.
    33,143       1,777,791  
 
Whirlpool Corp.
    18,308       1,357,721  
 
              4,883,540  
 
 
Household Products–0.8%
 
       
Clorox Co.
    28,518       1,848,537  
 
Colgate-Palmolive Co.
    23,026       1,700,240  
 
Kimberly-Clark Corp.
    29,559       1,903,599  
 
Procter & Gamble Co. (The)
    30,272       1,806,330  
 
              7,258,706  
 
 
Housewares & Specialties–0.4%
 
       
Fortune Brands, Inc.
    41,101       1,840,914  
 
Newell Rubbermaid, Inc.
    109,226       1,640,574  
 
              3,481,488  
 
 
Human Resource & Employment Services–0.4%
 
       
Monster Worldwide, Inc.(b)
    140,268       1,547,156  
 
Robert Half International, Inc.
    75,070       1,620,011  
 
              3,167,167  
 
 
Hypermarkets & Super Centers–0.4%
 
       
Costco Wholesale Corp.
    31,879       1,802,757  
 
Wal-Mart Stores, Inc.
    35,998       1,804,940  
 
              3,607,697  
 
 
Independent Power Producers & Energy Traders–0.5%
 
       
AES Corp. (The)(b)
    176,570       1,808,077  
 
Constellation Energy Group, Inc.
    50,648       1,485,506  
 
NRG Energy, Inc.(b)
    78,499       1,595,099  
 
              4,888,682  
 
 
Industrial Conglomerates–0.8%
 
       
3M Co.
    22,859       1,795,575  
 
General Electric Co.(c)
    116,347       1,684,705  
 
Textron, Inc.
    92,648       1,581,501  
 
Tyco International Ltd. (Luxembourg)
    43,723       1,629,993  
 
              6,691,774  
 
 
Industrial Gases–0.4%
 
       
Air Products & Chemicals, Inc.
    25,939       1,920,264  
 
Praxair, Inc.
    22,862       1,966,818  
 
              3,887,082  
 
 
Industrial Machinery–1.6%
 
       
Danaher Corp.
    45,584       1,656,067  
 
Dover Corp.
    40,668       1,820,300  
 
Eaton Corp.
    24,969       1,734,846  
 
Flowserve Corp.
    19,614       1,753,099  
 
Illinois Tool Works, Inc.
    41,001       1,691,701  
 
Pall Corp.
    49,818       1,703,277  
 
Parker Hannifin Corp.
    30,491       1,803,848  
 
Roper Industries, Inc.
    30,612       1,777,945  
 
              13,941,083  
 
 
Industrial REIT’s–0.2%
 
       
ProLogis
    160,810       1,744,789  
 
 
Insurance Brokers–0.4%
 
       
AON Corp.
    46,697       1,692,299  
 
Marsh & McLennan Cos., Inc.
    80,196       1,902,249  
 
              3,594,548  
 
 
Integrated Oil & Gas–1.4%
 
       
Chevron Corp.
    24,572       1,822,260  
 
ConocoPhillips
    33,131       1,737,058  
 
Exxon Mobil Corp.
    29,409       1,739,836  
 
Hess Corp.
    33,031       1,659,808  
 
Marathon Oil Corp.
    54,920       1,674,511  
 
Murphy Oil Corp.
    33,316       1,784,405  
 
Occidental Petroleum Corp.
    21,334       1,559,089  
 
              11,976,967  
 
 
Integrated Telecommunication Services–1.3%
 
       
AT&T, Inc.
    72,974       1,972,487  
 
CenturyTel, Inc.
    53,066       1,918,866  
 
Frontier Communications Corp.
    237,005       1,832,049  
 
Qwest Communications International, Inc.
    343,659       1,941,673  
 
Verizon Communications, Inc.
    68,153       2,011,195  
 
Windstream Corp.
    163,790       1,889,318  
 
              11,565,588  
 
 
Internet Retail–0.8%
 
       
Amazon.com, Inc.(b)
    14,747       1,840,868  
 
Expedia, Inc.
    88,495       2,022,996  
 
Priceline.com, Inc.(b)
    9,610       2,801,123  
 
              6,664,987  
 
 
Internet Software & Services–1.0%
 
       
Akamai Technologies, Inc.(b)
    40,588       1,869,889  
 
eBay, Inc.(b)
    83,743       1,946,187  
 
Google, Inc. (Class A)(b)
    3,711       1,670,024  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Internet Software & Services–(continued)
 
       
                 
VeriSign, Inc.(b)
    63,142     $ 1,839,327  
 
Yahoo!, Inc.(b)
    119,417       1,561,975  
 
              8,887,402  
 
 
Investment Banking & Brokerage–0.8%
 
       
Charles Schwab Corp. (The)
    120,113       1,532,642  
 
E*Trade Financial Corp.(b)
    134,183       1,665,211  
 
Goldman Sachs Group, Inc. (The)
    13,429       1,838,967  
 
Morgan Stanley
    72,207       1,782,791  
 
              6,819,611  
 
 
IT Consulting & Other Services–0.4%
 
       
Cognizant Technology Solutions Corp. (Class A)(b)
    34,640       1,995,437  
 
SAIC, Inc.(b)
    103,154       1,534,932  
 
              3,530,369  
 
 
Leisure Products–0.4%
 
       
Hasbro, Inc.
    43,277       1,746,660  
 
Mattel, Inc.
    82,477       1,731,192  
 
              3,477,852  
 
 
Life & Health Insurance–1.3%
 
       
Aflac, Inc.
    41,796       1,974,861  
 
Lincoln National Corp.
    66,729       1,558,789  
 
MetLife, Inc.
    45,273       1,702,265  
 
Principal Financial Group, Inc.
    70,426       1,623,319  
 
Prudential Financial, Inc.
    31,426       1,589,213  
 
Torchmark Corp.
    35,106       1,732,481  
 
Unum Group
    78,699       1,577,915  
 
              11,758,843  
 
 
Life Sciences Tools & Services–0.7%
 
       
Life Technologies Corp.(b)
    35,970       1,538,437  
 
PerkinElmer, Inc.
    81,678       1,716,055  
 
Thermo Fisher Scientific, Inc.(b)
    34,582       1,456,594  
 
Waters Corp.(b)
    25,878       1,566,136  
 
              6,277,222  
 
 
Managed Health Care–1.2%
 
       
Aetna, Inc.
    60,984       1,629,493  
 
CIGNA Corp.
    52,705       1,698,155  
 
Coventry Health Care, Inc.(b)
    91,102       1,762,824  
 
Humana, Inc.(b)
    37,679       1,800,679  
 
UnitedHealth Group, Inc.
    59,232       1,878,839  
 
WellPoint, Inc.(b)
    33,605       1,669,496  
 
              10,439,486  
 
 
Metal & Glass Containers–0.6%
 
       
Ball Corp.
    33,654       1,887,316  
 
Owens-Illinois, Inc.(b)
    61,407       1,538,860  
 
Pactiv Corp.(b)
    62,778       2,013,918  
 
              5,440,094  
 
 
Motorcycle Manufacturers–0.2%
 
       
Harley-Davidson, Inc.
    69,218       1,683,382  
 
 
Movies & Entertainment–0.8%
 
       
News Corp. (Class A)
    132,554       1,666,204  
 
Time Warner, Inc.
    56,303       1,687,964  
 
Viacom, Inc. (Class B)
    52,113       1,637,390  
 
Walt Disney Co. (The)
    52,795       1,720,589  
 
              6,712,147  
 
 
Multi-line Insurance–0.9%
 
       
American International Group, Inc.(b)
    48,951       1,660,907  
 
Assurant, Inc.
    50,087       1,831,181  
 
Genworth Financial, Inc. (Class A)(b)
    121,449       1,315,293  
 
Hartford Financial Services Group, Inc.
    73,875       1,489,320  
 
Loews Corp.
    54,741       1,923,599  
 
              8,220,300  
 
 
Multi-Sector Holdings–0.2%
 
       
Leucadia National Corp.(b)
    85,875       1,833,431  
 
 
Multi-Utilities–3.5%
 
       
Ameren Corp.
    72,660       2,039,566  
 
Centerpoint Energy, Inc.
    132,459       1,959,069  
 
CMS Energy Corp.
    119,417       2,089,797  
 
Consolidated Edison, Inc.
    41,339       1,964,843  
 
Dominion Resources, Inc.
    44,184       1,889,308  
 
DTE Energy Co.
    38,380       1,798,103  
 
Integrys Energy Group, Inc.
    39,685       1,922,738  
 
NiSource, Inc.
    119,417       2,070,691  
 
Oneok, Inc.
    39,483       1,694,216  
 
PG&E Corp.
    42,977       2,009,604  
 
Public Service Enterprise Group, Inc.
    55,197       1,764,096  
 
SCANA Corp.
    49,342       1,925,818  
 
Sempra Energy
    37,040       1,886,077  
 
TECO Energy, Inc.
    114,623       1,934,836  
 
Wisconsin Energy Corp.
    35,845       1,998,000  
 
Xcel Energy, Inc.
    86,034       1,919,419  
 
              30,866,181  
 
 
Office Electronics–0.2%
 
       
Xerox Corp.
    196,792       1,660,924  
 
 
Office REIT’s–0.2%
 
       
Boston Properties, Inc.
    23,170       1,886,038  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
14        Invesco Equally-Weighted S&P 500 Fund


Table of Contents

                 
    Shares   Value
 
 
Office Services & Supplies–0.4%
 
       
Avery Dennison Corp.
    52,735     $ 1,714,942  
 
Pitney Bowes, Inc.
    79,885       1,536,988  
 
              3,251,930  
 
 
Oil & Gas Drilling–0.7%
 
       
Diamond Offshore Drilling, Inc.
    29,054       1,690,362  
 
Helmerich & Payne, Inc.
    43,654       1,616,944  
 
Nabors Industries Ltd. (Bermuda)(b)
    86,274       1,352,776  
 
Rowan Cos., Inc.(b)
    73,465       1,888,785  
 
              6,548,867  
 
 
Oil & Gas Equipment & Services–1.2%
 
       
Baker Hughes, Inc.
    41,543       1,561,186  
 
Cameron International Corp.(b)
    48,874       1,797,586  
 
FMC Technologies, Inc.(b)
    33,648       2,081,129  
 
Halliburton Co.
    68,782       1,940,340  
 
National Oilwell Varco, Inc.
    48,707       1,830,896  
 
Schlumberger Ltd. (Netherlands Antilles)
    30,657       1,634,938  
 
              10,846,075  
 
 
Oil & Gas Exploration & Production–2.2%
 
       
Anadarko Petroleum Corp.
    43,593       2,004,842  
 
Apache Corp.
    19,019       1,708,857  
 
Cabot Oil & Gas Corp.
    50,940       1,418,170  
 
Chesapeake Energy Corp.
    75,405       1,559,376  
 
Denbury Resources, Inc.(b)
    106,164       1,564,857  
 
Devon Energy Corp.
    26,540       1,599,831  
 
EOG Resources, Inc.
    16,836       1,462,543  
 
Noble Energy, Inc.
    28,125       1,962,563  
 
Pioneer Natural Resources Co.
    25,899       1,497,480  
 
QEP Resources
    55,227       1,603,240  
 
Range Resources Corp.
    37,956       1,283,292  
 
Southwestern Energy Co.(b)
    42,099       1,377,479  
 
              19,042,530  
 
 
Oil & Gas Refining & Marketing–0.6%
 
       
Sunoco, Inc.
    53,006       1,785,242  
 
Tesoro Corp.
    150,874       1,694,315  
 
Valero Energy Corp.
    103,154       1,626,739  
 
              5,106,296  
 
 
Oil & Gas Storage & Transportation–0.6%
 
       
El Paso Corp.
    146,352       1,666,949  
 
Spectra Energy Corp.
    85,558       1,740,250  
 
Williams Cos., Inc. (The)
    86,636       1,570,711  
 
              4,977,910  
 
 
Other Diversified Financial Services–0.6%
 
       
Bank of America Corp.
    117,303       1,460,422  
 
Citigroup, Inc.(b)
    462,783       1,721,553  
 
JPMorgan Chase & Co.
    47,364       1,722,155  
 
              4,904,130  
 
 
Packaged Foods & Meats–2.8%
 
       
Campbell Soup Co.
    49,952       1,861,212  
 
ConAgra Foods, Inc.
    74,318       1,604,526  
 
Dean Foods Co.(b)
    171,829       1,757,811  
 
General Mills, Inc.
    48,151       1,741,140  
 
Hershey Co. (The)
    36,951       1,717,113  
 
HJ Heinz Co.
    40,123       1,855,288  
 
Hormel Foods Corp.
    44,027       1,899,765  
 
JM Smucker Co. (The)
    29,882       1,747,499  
 
Kellogg Co.
    34,068       1,692,498  
 
Kraft Foods, Inc. (Class A)
    61,837       1,852,018  
 
McCormick & Co., Inc.
    45,775       1,825,049  
 
Mead Johnson Nutrition Co.
    34,118       1,780,618  
 
Sara Lee Corp.
    125,558       1,813,058  
 
Tyson Foods, Inc. (Class A)
    101,296       1,659,228  
 
              24,806,823  
 
 
Paper Packaging–0.4%
 
       
Bemis Co., Inc.
    63,228       1,825,393  
 
Sealed Air Corp.
    86,234       1,768,659  
 
              3,594,052  
 
 
Paper Products–0.4%
 
       
International Paper Co.
    72,123       1,475,637  
 
MeadWestvaco Corp.
    76,242       1,659,026  
 
              3,134,663  
 
 
Personal Products–0.4%
 
       
Avon Products, Inc.
    64,570       1,878,987  
 
Estee Lauder Cos., Inc. (The) (Class A)
    30,959       1,735,871  
 
              3,614,858  
 
 
Pharmaceuticals–2.3%
 
       
Abbott Laboratories
    38,050       1,877,387  
 
Allergan, Inc.
    30,287       1,860,227  
 
Bristol-Myers Squibb Co.
    71,983       1,877,317  
 
Eli Lilly & Co.
    53,618       1,799,420  
 
Forest Laboratories, Inc.(b)
    67,975       1,855,038  
 
Johnson & Johnson
    31,357       1,787,976  
 
King Pharmaceuticals, Inc.(b)
    227,979       1,985,697  
 
Merck & Co., Inc.
    52,025       1,829,199  
 
Mylan, Inc.(b)
    99,611       1,709,325  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Table of Contents

                 
    Shares   Value
 
 
Pharmaceuticals–(continued)
 
       
                 
Pfizer, Inc.(c)
    122,008     $ 1,943,587  
 
Watson Pharmaceuticals, Inc.(b)
    42,166       1,816,090  
 
              20,341,263  
 
 
Photographic Products–0.1%
 
       
Eastman Kodak Co.(b)
    346,870       1,210,576  
 
 
Property & Casualty Insurance–1.6%
 
       
ACE Ltd. (Switzerland)
    33,725       1,803,276  
 
Allstate Corp. (The)
    60,764       1,677,086  
 
Berkshire Hathaway, Inc. (Class B)(b)
    23,216       1,828,957  
 
Chubb Corp.
    35,033       1,931,019  
 
Cincinnati Financial Corp.
    65,597       1,750,128  
 
Progressive Corp. (The)
    92,097       1,823,521  
 
Travelers Cos., Inc. (The)
    36,138       1,770,039  
 
XL Group PLC (Cayman Islands)
    103,154       1,847,488  
 
              14,431,514  
 
 
Publishing–0.8%
 
       
Gannett Co., Inc.
    111,456       1,347,503  
 
McGraw-Hill Cos., Inc. (The)
    61,652       1,704,678  
 
Meredith Corp.
    52,496       1,536,033  
 
New York Times Co. (The) (Class A)(b)
    189,750       1,362,405  
 
Washington Post Co. (The) (Class B)
    4,052       1,459,652  
 
              7,410,271  
 
 
Railroads–0.6%
 
       
CSX Corp.
    33,770       1,684,785  
 
Norfolk Southern Corp.
    31,404       1,685,767  
 
Union Pacific Corp.
    24,299       1,772,369  
 
              5,142,921  
 
 
Real Estate Services–0.2%
 
       
CB Richard Ellis Group, Inc. (Class A)(b)
    119,263       1,958,298  
 
 
Regional Banks–2.0%
 
       
BB&T Corp.
    62,757       1,388,185  
 
Fifth Third Bancorp
    136,653       1,510,016  
 
First Horizon National Corp.(b)
    154,774       1,560,122  
 
Huntington Bancshares, Inc.
    306,736       1,622,633  
 
KeyCorp
    221,715       1,634,039  
 
M&T Bank Corp.
    20,457       1,751,937  
 
Marshall & Ilsley Corp.
    235,501       1,542,532  
 
PNC Financial Services Group, Inc.
    29,559       1,506,327  
 
Regions Financial Corp.
    259,546       1,668,881  
 
SunTrust Banks, Inc.
    70,829       1,592,944  
 
Zions BanCorp.
    77,386       1,426,224  
 
              17,203,840  
 
 
REIT–Diversified–0.2%
 
       
Vornado Realty Trust
    23,377       1,894,940  
 
 
Research & Consulting Services–0.4%
 
       
Dun & Bradstreet Corp.
    25,340       1,669,906  
 
Equifax, Inc.
    61,225       1,804,301  
 
              3,474,207  
 
 
Residential REIT’s–0.6%
 
       
Apartment Investment & Management Co.
    83,404       1,704,778  
 
AvalonBay Communities, Inc.
    17,843       1,877,440  
 
Equity Residential
    40,553       1,858,544  
 
              5,440,762  
 
 
Restaurants–0.8%
 
       
Darden Restaurants, Inc.
    41,721       1,721,408  
 
McDonald’s Corp.
    26,555       1,940,108  
 
Starbucks Corp.
    65,993       1,517,179  
 
Yum! Brands, Inc.
    43,675       1,821,248  
 
              6,999,943  
 
 
Retail REIT’s–0.4%
 
       
Kimco Realty Corp.
    122,330       1,823,940  
 
Simon Property Group, Inc.
    20,755       1,877,290  
 
              3,701,230  
 
 
Semiconductor Equipment–0.9%
 
       
Applied Materials, Inc.
    139,112       1,445,374  
 
KLA-Tencor Corp.
    60,251       1,687,630  
 
MEMC Electronic Materials, Inc.(b)
    157,801       1,623,772  
 
Novellus Systems, Inc.(b)
    65,251       1,520,348  
 
Teradyne, Inc.(b)
    157,267       1,412,258  
 
              7,689,382  
 
 
Semiconductors–2.3%
 
       
Advanced Micro Devices, Inc.(b)
    210,165       1,181,127  
 
Altera Corp.
    71,484       1,763,510  
 
Analog Devices, Inc.
    60,804       1,695,216  
 
Broadcom Corp. (Class A)
    52,407       1,570,638  
 
Intel Corp.(c)
    86,677       1,535,916  
 
Linear Technology Corp.
    62,885       1,801,655  
 
LSI Corp.(b)
    352,136       1,415,587  
 
Microchip Technology, Inc.
    62,483       1,730,154  
 
Micron Technology, Inc.(b)
    185,575       1,199,742  
 
National Semiconductor Corp.
    125,985       1,588,671  
 
Nvidia Corp.(b)
    150,874       1,407,654  
 
Texas Instruments, Inc.
    72,917       1,679,279  
 
Xilinx, Inc.
    69,244       1,672,243  
 
              20,241,392  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
16        Invesco Equally-Weighted S&P 500 Fund


Table of Contents

                 
    Shares   Value
 
 
Soft Drinks–0.9%
 
       
Coca-Cola Co. (The)
    35,475     $ 1,983,762  
 
Coca-Cola Enterprises, Inc.
    68,629       1,953,181  
 
Dr Pepper Snapple Group, Inc.
    48,887       1,800,019  
 
PepsiCo, Inc.
    28,959       1,858,589  
 
              7,595,551  
 
 
Specialized Consumer Services–0.2%
 
       
H&R Block, Inc.
    117,452       1,509,258  
 
 
Specialized Finance–0.9%
 
       
CME Group, Inc.
    6,041       1,498,651  
 
IntercontinentalExchange, Inc.(b)
    15,189       1,451,461  
 
Moody’s Corp.
    87,950       1,859,263  
 
NASDAQ OMX Group, Inc. (The)(b)
    96,805       1,733,778  
 
NYSE Euronext
    62,189       1,725,123  
 
              8,268,276  
 
 
Specialized REIT’s–1.3%
 
       
HCP, Inc.
    56,716       1,997,538  
 
Health Care REIT, Inc.
    42,828       1,967,518  
 
Host Hotels & Resorts, Inc.
    119,648       1,570,978  
 
Plum Creek Timber Co., Inc.
    49,752       1,714,951  
 
Public Storage
    19,779       1,938,738  
 
Ventas, Inc.
    37,458       1,892,004  
 
              11,081,727  
 
 
Specialty Chemicals–0.8%
 
       
Airgas, Inc.
    29,104       1,915,043  
 
Ecolab, Inc.
    39,483       1,871,494  
 
International Flavors & Fragrances, Inc.
    39,933       1,824,539  
 
Sigma-Aldrich Corp.
    34,842       1,852,549  
 
              7,463,625  
 
 
Specialty Stores–0.7%
 
       
CarMax, Inc.(b)
    81,263       1,619,572  
 
Office Depot, Inc.(b)
    358,254       1,221,646  
 
Staples, Inc.
    84,429       1,500,303  
 
Tiffany & Co.
    41,758       1,654,870  
 
              5,996,391  
 
 
Steel–1.0%
 
       
AK Steel Holding Corp.
    133,507       1,700,879  
 
Allegheny Technologies, Inc.
    35,638       1,451,179  
 
Cliffs Natural Resources, Inc.
    33,008       2,019,760  
 
Nucor Corp.
    44,727       1,645,059  
 
United States Steel Corp.
    42,749       1,817,260  
 
              8,634,137  
 
 
Systems Software–1.7%
 
       
BMC Software, Inc.(b)
    49,211       1,774,549  
 
CA, Inc.
    92,280       1,661,963  
 
McAfee, Inc.(b)
    56,371       2,652,256  
 
Microsoft Corp.(c)
    70,186       1,647,967  
 
Novell, Inc.(b)
    303,228       1,704,141  
 
Oracle Corp.
    79,988       1,750,138  
 
Red Hat, Inc.(b)
    58,137       2,008,633  
 
Symantec Corp.(b)
    122,410       1,668,448  
 
              14,868,095  
 
 
Thrifts & Mortgage Finance–0.4%
 
       
Hudson City Bancorp, Inc.
    138,696       1,598,472  
 
People’s United Financial, Inc.
    127,631       1,623,466  
 
              3,221,938  
 
 
Tires & Rubber–0.2%
 
       
Goodyear Tire & Rubber Co. (The)(b)
    154,774       1,430,112  
 
 
Tobacco–0.9%
 
       
Altria Group, Inc.
    92,695       2,068,952  
 
Lorillard, Inc.
    24,746       1,880,944  
 
Philip Morris International, Inc.
    40,420       2,079,205  
 
Reynolds American, Inc.
    35,172       1,918,281  
 
              7,947,382  
 
 
Trading Companies & Distributors–0.4%
 
       
Fastenal Co.
    33,943       1,536,600  
 
WW Grainger, Inc.
    17,141       1,813,346  
 
              3,349,946  
 
 
Trucking–0.2%
 
       
Ryder System, Inc.
    41,711       1,600,451  
 
 
Wireless Telecommunication Services–0.6%
 
       
American Tower Corp. (Class A)(b)
    41,174       1,929,414  
 
MetroPCS Communications, Inc.(b)
    203,704       1,821,114  
 
Sprint Nextel Corp.(b)
    404,304       1,649,560  
 
              5,400,088  
 
Total Common Stocks & Other Equity Interests (Cost $501,263,855)
            863,332,926  
 
 
Money Market Funds–0.3%
 
       
Liquid Assets Portfolio–Institutional Class(d)
    1,265,412       1,265,412  
 
Premier Portfolio–Institutional Class(d)
    1,265,412       1,265,412  
 
Total Money Market Funds (Cost $2,530,824)
            2,530,824  
 
TOTAL INVESTMENTS–98.5% (Cost $503,794,679)
            865,863,750  
 
OTHER ASSETS LESS LIABILITIES–1.5%
            12,966,044  
 
NET ASSETS–100.0%
          $ 878,829,794  
 
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Investment Abbreviation:
 
     
REIT
  – Real Estate Investment Trust
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1I and Note 4.
(d) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $501,263,855)
  $ 863,332,926  
 
Investments in affiliated money market funds, at value and cost
    2,530,824  
 
Total investments, at value (Cost $503,794,679)
    865,863,750  
 
Receivable for:
       
Investments sold
    13,496,767  
 
Fund shares sold
    521,654  
 
Dividends and interest
    2,909,338  
 
Variation margin
    17,240  
 
Other assets
    48,380  
 
Total assets
    882,857,129  
 
 
Liabilities:
 
Payable for:
       
Investments purchased
    1,699,418  
 
Fund shares reacquired
    1,361,366  
 
Accrued fees to affiliates
    618,011  
 
Accrued other operating expenses
    273,341  
 
Trustee deferred compensation and retirement plans
    75,199  
 
Total liabilities
    4,027,335  
 
Net assets applicable to shares outstanding
  $ 878,829,794  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 638,591,202  
 
Undistributed net investment income
    12,316,840  
 
Undistributed net realized gain (loss)
    (133,846,609 )
 
Unrealized appreciation
    361,768,361  
 
    $ 878,829,794  
 
 
Net Assets:
 
Class A
  $ 556,910,191  
 
Class B
  $ 110,366,765  
 
Class C
  $ 55,797,027  
 
Class R
  $ 204,519  
 
Class Y
  $ 155,551,292  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    22,048,729  
 
Class B
    4,406,588  
 
Class C
    2,297,409  
 
Class R
    8,135  
 
Class Y
    6,107,679  
 
Class A:
       
Net asset value per share
  $ 25.26  
 
Maximum offering price per share,
       
(Net asset value of $25.26 divided by 94.50%)
  $ 26.73  
 
Class B:
       
Net asset value and offering price per share
  $ 25.05  
 
Class C:
       
Net asset value and offering price per share
  $ 24.29  
 
Class R:
       
Net asset value and offering price per share
  $ 25.14  
 
Class Y:
       
Net asset value and offering price per share
  $ 25.47  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the two months ended August 31, 2010 and year ended June 30, 2010
 
 
                 
    Two months ended
  Year ended
    August 31, 2010   June 30, 2010
 
 
Investment income:
 
       
Dividends
  $ 3,832,728     $ 17,517,448  
 
Dividends from affiliated money market funds
    2,161       7,167  
 
Total investment income
    3,834,889       17,524,615  
 
 
Expenses:
 
       
Advisory fees
    187,051       1,160,602  
 
Administrative services fees
    42,646       732,675  
 
Custodian fees
    3,325       53,455  
 
Distribution fees:
               
Class A
    245,033       1,447,735  
 
Class B
    204,473       1,578,036  
 
Class C
    99,275       607,434  
 
Class R
    177       780  
 
Transfer agent fees — A, B, C and Y
    256,576       1,461,104  
 
Trustees’ and officers’ fees and benefits
    2,900       36,350  
 
Reports to shareholder fees
    99,364        
 
Other
    38,618       326,617  
 
Total expenses
    1,179,438       7,404,788  
 
Less: Fees waived
    (1,073 )     (6,210 )
 
Net expenses
    1,178,365       7,398,578  
 
Net investment income
    2,656,524       10,126,037  
 
 
Realized and unrealized gain (loss) from:
 
       
Net realized gain (loss) from:
               
Investment securities
    2,531,575       69,477,978  
 
Futures contracts
    (278,760 )     1,760,195  
 
      2,252,815       71,238,173  
 
Change in net unrealized appreciation (depreciation) of:
               
Investment securities
    13,486,531       121,796,309  
 
Futures contracts
    432,539       (840,332 )
 
      13,919,070       120,955,977  
 
Net realized and unrealized gain
    16,171,885       192,194,150  
 
Net increase in net assets resulting from operations
  $ 18,828,409     $ 202,320,187  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the two months ended August 31, 2010 and the years ended June 30, 2010 and 2009
 
 
                         
    Two months ended
  Year ended
  Year ended
    August 31, 2010   June 30, 2010   June 30, 2009
 
 
Operations:
 
               
Net investment income
  $ 2,656,524     $ 10,126,037     $ 15,015,212  
 
Net realized gain (loss)
    2,252,815       71,238,173       (194,994,133 )
 
Change in net unrealized appreciation (depreciation)
    13,919,070       120,955,977       (228,731,855 )
 
Net increase (decrease) in net assets resulting from operations
    18,828,409       202,320,187       (408,710,776 )
 
 
Distributions to shareholders from net investment income:
 
               
Class A
          (5,859,977 )     (9,686,685 )
 
Class B
          (1,053,529 )     (1,212,927 )
 
Class C
          (469,837 )     (457,070 )
 
Class R
          (1,726 )     (1,244 )
 
Class Y
          (1,887,353 )     (4,307,220 )
 
Total Distributions from net investment income
          (9,272,422 )     (15,665,146 )
 
 
Distributions to shareholders from net realized gains:
 
               
Class A
                (80,882,027 )
 
Class B
                (31,786,758 )
 
Class C
                (8,825,968 )
 
Class R
                (11,021 )
 
Class Y
                (30,237,030 )
 
Total Distributions from net realized gains
           —       (151,742,804 )
 
Net increase (decrease) in net assets resulting from share transactions
    (19,801,062 )     (155,254,964 )     (173,859,398 )
 
Net increase (decrease) in net assets
    (972,653 )     37,792,801       (749,978,124 )
 
 
Net Assets:
 
               
Beginning of period
    879,802,447       842,009,646       1,591,987,770  
 
End of period (Includes undistributed net investment income of $12,316,840, $9,670,755 and $9,344,620, respectively)
  $ 878,829,794     $ 879,802,447     $ 842,009,646  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Equally-Weighted S&P 500 Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from June 30 to August 31.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley Equally-Weighted S&P 500 Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A and Class W shares received Class A shares of the Fund; holders of the Acquired Fund’s Class B, Class C and Class R shares received the corresponding class of shares of the Fund and holders of the Acquired Fund’s Class I shares received Class Y shares of the Fund. Information for the Acquired Fund’s — Class W and Class I shares prior to the Reorganization is included with Class A and Class Y shares, respectively, throughout this report.
  The Fund’s investment objective is to achieve a high level of total return on its assets through a combination of capital appreciation and current income.
  The Fund currently consists of five different classes of shares: Class A, Class B, Class C, Class R and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”).
 
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Class B shares and Class C shares are sold with a CDSC. Class R and Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the
 
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laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
J. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $2 billion
    0 .12%
 
Over $2 billion
    0 .10%
 
 
  Prior to the Reorganization, the Acquired Fund paid at advisory fee of $1,067,650 to Morgan Stanley Investment Advisors Inc. (“MSIA”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
 
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  The Adviser has contractually agreed, through June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R and Class Y shares to 0.75%, 1.50%, 1.50%, 1.00% and 0.50% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the fiscal year under this expense limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
  For the period July 1, 2010 to August 31, 2010, the Adviser waived advisory fees of $1,073. For the year ended June 30, 2010, MSIA waived advisory fees of $6,210.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $711,767 to Morgan Stanley Services Company, Inc. For the period July 1, 2010 to August 31, 2010 and the year ended June 30, 2010, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.
  Also, the Trust has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $1,423,943 to Morgan Stanley Trust, which served as the Acquired Fund’s transfer Agent. For the period July 1, 2010 to August 31, 2010 and the year ended June 30, 2010, the expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”), an affiliate of the Adviser. The Fund has adopted a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will reimburse IDI for distribution related expenses that IDI incurs up to a maximum of the following annual rates; (1) Class A — up to 0.25% of the average daily net assets of Class A shares; (2) Class B — up to 1.00% of the average daily net assets of Class B shares; (3) Class C — up to 1.00% of the average daily net assets of Class C shares and (4) Class R — up to 0.50% of the average daily net assets of Class R shares .
  In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by IDI, but not yet reimbursed to IDI may be recovered through the payment of future distribution fees from the Fund pursuant to the plan and contingent deferred sales charges paid by investors upon redemption of Class B shares.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distributors Inc. (“MSDI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $3,359,427 to MSDI.
  For the period July 1, 2010 to August 31, 2010 and the year ended June 30, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period July 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $1,924 in front-end sales commissions from the sale of Class A shares and $1,039, $12,502 and $706 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period June 1, 2010 to June 30, 2010, IDI advised the Fund that IDI retained $1,217 in front-end sales commissions from the sale of Class A shares and $0, $7,613 and $0 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period July 1, 2009 to May 31, 2010, MSDI retained $125,669 in front-end sales commissions from the sale of Class A shares and $19,413, $149,206 and $4,799 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs
 
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  reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
  During the period July 1, 2010 to August 31, 2010, there were no significant transfers between Level 1 and Level 2.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 865,863,750     $     $     $ 865,863,750  
 
Futures*
    (300,710 )                 (300,710 )
 
Total Investments
  $ 865,563,040     $     $     $ 865,563,040  
 
Unrealized appreciation (depreciation).
 
NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Equity risk
               
Futures contracts(a)
        $ (300,710 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the two months ended August 31, 2010 and the year ended June 30, 2010, respectively.
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
                 
    Location of Gain (Loss) on
    Statement of Operations
    Two months ended
  Year ended
    August 31, 2010   June 30, 2010
    Futures*   Futures*
 
Realized Gain (Loss)
               
Equity risk
  $ (278,760 )   $ 1,760,195  
 
Change in Unrealized Appreciation (Depreciation)
               
Equity risk
    432,539       (840,332 )
 
Total
  $ 153,779     $ 919,863  
 
The average value of futures outstanding for the two months ended August 31, 2010 and year ended June 30, 2010 were $11,558,970 and $7,468,474, respectively.
 
                                 
Open Futures Contracts
                Unrealized
    Number of
  Month/
      Appreciation
Contract   Contracts   Commitment   Value   (Depreciation)
 
S&P 500 E-Mini
    330       September-2010/Long     $ 17,296,950     $ (300,710 )
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
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NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the two months ended August 31, 2010 and the Years Ended June 30, 2010 and 2009:
 
                         
    August 31,
  June 30,
    2010   2010   2009
 
Ordinary income
  $     $ 9,272,422     $ 15,850,578  
 
Long-term capital gain
                151,557,372  
 
Total distributions
  $     $ 9,272,422     $ 167,407,950  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 12,234,015  
 
Net unrealized appreciation — investments
    320,762,474  
 
Temporary book/tax differences
    (75,199 )
 
Capital loss carryforward
    (92,682,698 )
 
Shares of beneficial interest
    638,591,202  
 
Total net assets
  $ 878,829,794  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $2,248,161 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2016
  $ 22,990,899  
 
August 31, 2017
    69,691,799  
 
Total capital loss carryforward
  $ 92,682,698  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the two months ended August 31, 2010 was $3,713,112 and $27,147,141, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 339,816,871  
 
Aggregate unrealized (depreciation) of investment securities
    (19,054,397 )
 
Net unrealized appreciation of investment securities
  $ 320,762,474  
 
Cost of investments for tax purposes is $545,101,276.
 
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NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of sales adjustments on real estate investment trusts, on August 31, 2010, undistributed net investment income was decreased by $10,439 and undistributed net realized gain (loss) was increased by $10,439. This reclassification had no effect on the net assets of the Fund.
 
NOTE 10—Share Information
 
 
                                                 
    Summary of Share Activity
 
    Two months ended
  Years ended June 30,
    August 31, 2010(a)   2010   2009
    Shares   Amount   Shares   Amount   Shares   Amount
 
Class A
                                               
Sold
    169,578     $ 4,450,136       2,724,971     $ 69,929,082       3,346,719     $ 70,520,141  
 
Conversion from Class B
    226,963       5,965,412       129,389       3,510,993       286,924       6,105,494  
 
Reinvestment of dividends and distributions
                224,579       5,695,319       5,234,182       88,562,343  
 
Redeemed
    (686,526 )     (17,839,000 )     (4,918,358 )     (123,914,889 )     (8,642,625 )     (182,921,358 )
 
Net increase (decrease) — Class A
    (289,985 )     (7,423,452 )     (1,839,419 )     (44,779,495 )     225,200       (17,733,380 )
 
Class B
                                               
Sold
    12,287       319,874       175,476       4,444,539       384,883       8,289,012  
 
Conversion to Class A
    (228,827 )     (5,965,412 )     (130,102 )     (3,510,993 )     (288,462 )     (6,105,494 )
 
Reinvestment of dividends and distributions
                40,171       1,015,527       1,888,263       31,987,183  
 
Redeemed
    (203,247 )     (5,282,607 )     (2,996,031 )     (75,680,661 )     (4,912,016 )     (106,937,915 )
 
Net increase (decrease) — Class B
    (419,787 )     (10,928,145 )     (2,910,486 )     (73,731,588 )     (2,927,332 )     (72,767,214 )
 
Class C
                                               
Sold
    17,659       446,294       186,847       4,577,184       279,958       5,793,644  
 
Reinvestment of dividends and distributions
                18,629       456,604       555,627       9,134,509  
 
Redeemed
    (90,618 )     (2,278,711 )     (479,138 )     (11,635,394 )     (934,237 )     (20,232,820 )
 
Net increase (decrease) — Class C
    (72,959 )     (1,832,417 )     (273,662 )     (6,601,606 )     (98,652 )     (5,304,667 )
 
Class R
                                               
Sold
    384       9,924       5,381       137,925       10       200  
 
Reinvestment of dividends and distributions
                31       792       725       12,265  
 
Redeemed
    (685 )     (17,703 )     (630 )     (17,386 )            
 
Net increase (decrease) — Class R
    (301 )     (7,779 )     4,782       121,331       735       12,465  
 
Class Y
                                               
Sold
    249,691       6,529,012       549,168       13,969,777       670,632       15,381,741  
 
Reinvestment of dividends and distributions
                73,263       1,869,683       2,025,936       34,461,165  
 
Redeemed
    (233,702 )     (6,138,281 )     (1,835,049 )     (46,103,066 )     (5,843,447 )     (127,909,508 )
 
Net increase (decrease) — Class Y
    15,989       390,731       (1,212,618 )     (30,263,606 )     (3,146,879 )     (78,066,602 )
 
Net increase in (decrease) in share activity
    (767,043 )   $ (19,801,062 )     (6,231,403 )   $ (155,254,964 )     (5,946,928 )   $ (173,859,398 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 80% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A
    Two months ended
  Year ended June 30,
    August 31, 2010   2010   2009   2008   2007   2006
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 24.74     $ 20.14     $ 33.39     $ 45.39     $ 40.04     $ 37.58  
 
Income (loss) from investment operations:
                                               
Net investment income(a)
    0.08       0.30       0.37       0.48       0.45       0.39  
 
Net realized and unrealized gain (loss)
    0.44       4.56       (9.39 )     (7.81 )     7.54       3.79  
 
Total income (loss) from investment operations
    0.52       4.86       (9.02 )     (7.33 )     7.99       4.18  
 
Less dividends and distributions from:
                                               
Net investment income
          (0.26 )     (0.46 )     (0.48 )     (0.40 )     (0.36 )
 
Net realized gain
                (3.77 )     (4.19 )     (2.24 )     (1.36 )
 
Total dividends and distributions
          (0.26 )     (4.23 )     (4.67 )     (2.64 )     (1.72 )
 
Net asset value, end of period
  $ 25.26     $ 24.74     $ 20.14     $ 33.39     $ 45.39     $ 40.04  
 
Total return(b)
    2.10 %     24.08 %     (24.61 )%     (17.31 )%     20.44 %     11.22 %
 
Net assets, end of period, (000’s)
  $ 556,910     $ 552,673     $ 486,937     $ 799,622     $ 1,070,820     $ 850,678  
 
Ratios to average net assets:
 
                                               
Total expenses
    0.65 %(c)     0.64 %     0.75 %(d)     0.62 %(d)     0.62 %(d)     0.63 %
 
Net investment income
    1.81 %(c)     1.17 %     1.62 %(d)     1.22 %(d)     1.05 %(d)     0.98 %
 
Rebate from affiliates
                0.00 %(e)     0.00 %(e)     0.00 %(e)      
 
Supplemental data:
                                               
Portfolio turnover(f)
    0 %(g)     24 %     39 %     25 %     14 %     16 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $577,013.
(d) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(e) Amount is less than 0.005%.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(g) Amount is less than 0.5%.
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                                 
    Class B
    Two months ended
  Year ended June 30,
    August 31, 2010   2010   2009   2008   2007   2006
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 24.56     $ 20.08     $ 33.02     $ 44.85     $ 39.57     $ 37.10  
 
Income (loss) from investment operations:
                                               
Net investment income(a)
    0.05       0.10       0.20       0.18       0.12       0.09  
 
Net realized and unrealized gain (loss)
    0.44       4.54       (9.22 )     (7.74 )     7.45       3.74  
 
Total income (loss) from investment operations
    0.49       4.64       (9.02 )     (7.56 )     7.57       3.83  
 
Less dividends and distributions from:
                                               
Net investment income
          (0.16 )     (0.15 )     (0.08 )     (0.05 )     0.00  
 
Net realized gain
                (3.77 )     (4.19 )     (2.24 )     (1.36 )
 
Total dividends and distributions
          (0.16 )     (3.92 )     (4.27 )     (2.29 )     (1.36 )
 
Net asset value, end of period
  $ 25.05     $ 24.56     $ 20.08     $ 33.02     $ 44.85     $ 39.57  
 
Total return(b)
    2.00 %     23.09 %     (25.14 )%     (17.96 )%     19.54 %     10.38 %
 
Net assets, end of period, (000’s)
  $ 110,367     $ 118,559     $ 155,328     $ 352,174     $ 630,489     $ 674,371  
 
Ratios to average net assets:
 
                                               
Total expenses
    1.40 %(c)     1.39 %     1.50 %(d)     1.37 %(d)     1.38 %(d)     1.38 %
 
Net investment income
    1.06 %(c)     0.42 %     0.87 %(d)     0.47 %(d)     0.29 %(d)     0.23 %
 
Rebate from affiliates
                0.00 %(e)     0.00 %(e)     0.00 %(e)      
 
Supplemental data:
                                               
Portfolio turnover(f)
    0 %(g)     24 %     39 %     25 %     14 %     16 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $120,375.
(d) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(e) Amount is less than 0.005%.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(g) Amount is less than 0.5%
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                                 
    Class C
    Two months ended
  Year ended June 30,
    August 31, 2010   2010   2009   2008   2007   2006
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 23.82     $ 19.49     $ 32.33     $ 44.08     $ 38.97     $ 36.60  
 
Income (loss) from investment operations:
Net investment income(a)
    0.04       0.10       0.19       0.19       0.14       0.11  
 
Net realized and unrealized gain (loss)
    0.43       4.42       (9.06 )     (7.58 )     7.33       3.69  
 
Total income (loss) from investment operations
    0.47       4.52       (8.87 )     (7.39 )     7.47       3.80  
 
Less dividends and distributions from:
                                               
Net investment income
          (0.19 )     (0.20 )     (0.17 )     (0.12 )     (0.07 )
 
Net realized gain
                (3.77 )     (4.19 )     (2.24 )     (1.36 )
 
Total dividends and distributions
          (0.19 )     (3.97 )     (4.36 )     (2.36 )     (1.43 )
 
Net asset value, end of period
  $ 24.29     $ 23.82     $ 19.49     $ 32.33     $ 44.08     $ 38.97  
 
Total return(b)
    1.97 %     23.15 %     (25.17 )%     (17.89 )%     19.53 %     10.44 %
 
Net assets, end of period, (000’s)
  $ 55,797     $ 56,462     $ 51,534     $ 88,658     $ 124,080     $ 101,809  
 
Ratios to average net assets:
 
                                               
Total expenses
    1.40 %(c)     1.39 %     1.50 %(d)     1.35 %(d)     1.34 %(d)     1.33 %
 
Net investment income
    1.06 %(c)     0.42 %     0.87 %(d)     0.49 %(d)     0.33 %(d)     0.28 %
 
Rebate from affiliates
                0.00 %(e)     0.00 %(e)     0.00 %(e)      
 
Supplemental data:
                                               
Portfolio turnover(f)
    0 %(g)     24 %     39 %     25 %     14 %     16 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $58,444.
(d) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(e) Amount is less than 0.005%.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(g) Amount is less than 0.5%.
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                 
    Class R
    Two months ended
  Year ended June 30,
    August 31, 2010   2010   2009   2008(a)
 
Selected per share data:
                               
Net asset value, beginning of period
  $ 24.63     $ 20.10     $ 33.36     $ 34.26  
 
Income (loss) from investment operations:
                               
Net investment income(b)
    0.07       0.23       0.30       0.09  
 
Net realized and unrealized gain (loss)
    0.44       4.56       (9.35 )     (0.99 )
 
Total income (loss) from investment operations
    0.51       4.79       (9.05 )     (0.90 )
 
Less dividends and distributions from:
                               
Net investment income
          (0.26 )     (0.44 )      
 
Net realized gain
                (3.77 )      
 
Total dividends and distributions
          (0.26 )     (4.21 )      
 
Net asset value, end of period
  $ 25.14     $ 24.63     $ 20.10     $ 33.36  
 
Total return(c)
    2.07 %     23.78 %     (24.78 )%     (2.63 )%
 
Net assets, end of period, (000’s)
  $ 205     $ 208     $ 73     $ 97  
 
Ratios to average net assets:
 
                               
Total expenses
    0.90 %(d)     0.89 %     1.00 %(e)     0.86 %(e)(f)
 
Net investment income
    1.56 %(d)     0.92 %     1.37 %(e)     0.98 %(e)(f)
 
Rebate from affiliates
                0.00 %(g)     0.00 %(f)(g)
 
Supplemental data:
                               
Portfolio turnover(h)
    0 %(i)     24 %     39 %     25 %
 
(a) Commencement date of March 31, 2008 for Class R shares.
(b) Calculated using average shares outstanding.
(c) 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. Not annualized for periods less than one year, if applicable.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $208.
(e) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(f) Annualized.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(i) Amount is less than 0.5%
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                                 
    Class Y
    Two months ended
  Year ended June 30,
    August 31, 2010   2010   2009   2008   2007   2006
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 24.94     $ 20.27     $ 33.62     $ 45.68     $ 40.28     $ 37.77  
 
Income (loss) from investment operations:
                                               
Net investment income(a)
    0.09       0.36       0.43       0.59       0.56       0.49  
 
Net realized and unrealized gain (loss)
    0.44       4.59       (9.46 )     (7.87 )     7.58       3.81  
 
Total income (loss) from investment operations
    0.53       4.95       (9.03 )     (7.28 )     8.14       4.30  
 
Less dividends and distributions from:
                                               
Net investment income
          (0.28 )     (0.55 )     (0.59 )     (0.50 )     (0.43 )
 
Net realized gain
                (3.77 )     (4.19 )     (2.24 )     (1.36 )
 
Total dividends and distributions
          (0.28 )     (4.32 )     (4.78 )     (2.74 )     (1.79 )
 
Net asset value, end of period
  $ 25.47     $ 24.94     $ 20.27     $ 33.62     $ 45.68     $ 40.28  
 
Total return(b)
    2.12 %     24.39 %     (24.41 )%     (17.11 )%     20.72 %     11.49 %
 
Net assets, end of period, (000’s)
  $ 155,551     $ 151,901     $ 148,051     $ 351,338     $ 537,295     $ 508,494  
 
Ratios to average net assets:
 
                                               
Total expenses
    0.40 %(c)     0.39 %     0.50 %(d)     0.37 %(d)     0.38 %(d)     0.38 %
 
Net investment income
    2.06 %(c)     1.42 %     1.87 %(d)     1.47 %(d)     1.29 %(d)     1.23 %
 
Rebate from affiliates
                0.00 %(e)     0.00 %(e)     0.00 %(e)      
 
Supplemental data:
                                               
Portfolio turnover(f)
    0 %(g)     24 %     39 %     25 %     14 %     16 %
 
(a) Calculated using average shares outstanding.
(b) 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. Not annualized for periods less than one year, if applicable.
(c) Ratios are annualized and based on average daily net assets (000’s omitted) of $161,615.
(d) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(e) Amount is less than 0.005%.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(g) Amount is less than 0.5%.
 
NOTE 12—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Equally-Weighted S&P 500 Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Equally-Weighted S&P 500 Fund (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period ended August 31, 2010 and the year ended June 30, 2010, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The statement of changes in net assets for the year ended June 30, 2009 and the financial highlights of the Fund for the periods ended June 30, 2009 and prior were audited by other independent auditors whose report dated August 24, 2009 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 974.20       $ 2.94       $ 1,022.23       $ 3.01         0.59 %
                                                             
B
      1,000.00         970.60         6.66         1,018.45         6.82         1.34  
                                                             
C
      1,000.00         970.40         6.66         1,018.45         6.82         1.34  
                                                             
R
      1,000.00         973.30         4.18         1,020.97         4.28         0.84  
                                                             
Y
      1,000.00         975.50         1.69         1,023.49         1.73         0.34  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements With Invesco Advisers, Inc. And Its Affiliates
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Equally-Weighted S&P 500 Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed the information provided differently than another Trustee.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco
 
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Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

 
 
(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
     
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
     
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
     
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
     
MS-EWSP-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
 
Invesco Fundamental Value Fund
Annual Report to Shareholders    August 31, 2010
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
11
  Financial Statements
13
  Notes to Financial Statements
19
  Financial Highlights
23
  Auditor's Report
24
  Fund Expenses
25
  Approval of Investment Advisory and Sub-Advisory Agreements
27
  Tax Information
28
  Results of Proxy
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this
report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our
June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen
Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
     
 
   
2
  Invesco Fundamental Value Fund

 


Table of Contents

()
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
     
 
   
3
  Invesco Fundamental Value Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the 11 months ended August 31, 2010, Invesco Fundamental Value Fund underperformed the Russell 1000 Value Index, the Fund’s benchmark. As the Fund uses a bottom-up stock selection approach, stock selection in various sectors was the primary reason the Fund underperformed its benchmark.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 9/30/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -3.52 %
 
Class B Shares
    -3.70  
 
Class C Shares
    -4.20  
 
Class Y Shares
    -3.30  
 
Russell 1000 Value Index (Broad Market/Style-Specific Index)
    1.06  
 
Lipper Large-Cap Value Funds Index (Peer Group Index)
    -0.65  
 
  Lipper Inc.

 
How we invest
We call our investment philosophy value with a catalyst. We believe that undervalued companies which are experiencing positive changes (i.e., catalysts) have the potential to generate long-term stock price growth for shareholders. We generally seek to identify companies that are out of favor with investors, under-earning relative to their potential and attractively valued. For these companies, we attempt to identify catalysts that may improve the financial results and/or correct the under-valuation. Examples of catalysts typically include improved operational efficiency, changing industry dynamics and/or a change in management.
     We initially identify potential investments through a series of quantitative screens including, but not limited to, return on capital and enterprise value to sales metrics. We then conduct fundamental research on the most attractive opportunities. The research process includes a thorough review of a company’s
financial statements, an evaluation of its competitive position and stability, and meetings with its executives. During the research process, we also value the company under various scenarios to determine if the investment is an attractive opportunity relative to its risks. This is also where we typically identify the positive catalyst, a prerequisite for potential investment. Finally, we generally set a price target for a stock based on normalized earnings and historical valuation multiples.
     In short, our objective is to exploit negative sentiment toward a company’s stock by analyzing the company’s operations in the context of a cyclical environment and identifying one or more catalysts that may improve the company’s financial performance. Improved financial performance, in turn, has the potential to drive the company’s stock price higher.
     We typically sell an investment when it reaches our estimate of fair value or when we identify a more attractive investment opportunity.


 
Market conditions and your Fund
At the beginning of the 11-month period covered by this report, riskier assets were outperforming securities considered safe havens, like U.S. Treasuries. This continued through the middle of April 2010. However, renewed credit problems in Europe and the market correction that occurred in May, June and into August, created a more uncertain environment which prompted many investors to favor safety over risk. Although recent market volatility created challenges, it also created some investment opportunities, as companies with positive fundamentals became more attractively valued. Also, despite the market finishing lower at the end of the reporting period, there were also a number of positives, including improved market liquidity, lean corporate infrastructures and merger and acquisition activity.
     An overweight allocation to consumer discretionary was one of the largest contributors to performance of the Fund, as media stocks performed well within this sector due to an increase in advertising revenue over the reporting period.
     Stock selection in the energy sector was the largest relative detractor during the reporting period. The Fund had most of its energy sector exposure in exploration and production companies. We had exposure to British Petroleum and Anadarko Petroleum. Each company was negatively affected by the oil spill in the Gulf of Mexico. During the period we eliminated our position in British Petroleum and significantly reduced our exposure to Anadarko Petroleum.
     Stock selection in the financials sector also was a detractor from Fund performance. In general, we focused on what we believed were lower risk financial companies with stronger balance sheets and less credit risk given the systemic risk in most financial stocks. However, the


 
Portfolio Composition
By sector
         
Financials
    19.1 %
 
Health Care
    16.4  
 
Consumer Discretionary
    12.5  
 
Energy
    11.8  
 
Information Technology
    10.8  
 
Industrials
    10.1  
 
Consumer Staples
    8.5  
 
Utilities
    6.5  
 
Telecommunication Services
    2.3  
 
Materials
    0.7  
 
Money Market Funds
       
Plus Other Assets Less Liabilities
    1.3  
 
Top 10 Equity Holdings*
                 
  1.    
JP Morgan Chase & Co.
    4.6 %
 
  2.    
Marsh & McLennan Cos., Inc.
    3.6  
 
  3.    
General Electric Co.
    3.2  
 
  4.    
Viacom, Inc.
    3.1  
 
  5.    
Time Warner Cable, Inc.
    3.1  
 
  6.    
Occidental Petroleum Corp.
    2.8  
 
  7.    
Kraft Foods, Inc.
    2.6  
 
  8.    
American Electric Power Co., Inc.
    2.5  
 
  9.    
eBay, Inc.
    2.4  
 
  10.    
Time Warner, Inc.
    2.3  
 
         
Total Net Assets
  $38.9 million
 
       
Total Number of Holdings*
    66  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


     
 
   
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  Invesco Fundamental Value Fund

 


Table of Contents

Fund had no exposure to REITs (real estate investment trusts), which performed well throughout the period. The Fund’s lack of exposure to REITs was based on our concern that valuations were high and that the commercial real estate market had weakened.
     Finally, technology stocks adversely affected relative performance. The Fund was overweight this sector versus the Russell 1000 Value Index and was adversely affected by exposure to stocks in the hardware and equipment industry. Notably detracting from Fund performance was Hewlett-Packard, as the stock sold off significantly on the announcement that the CEO was leaving.
     Equity markets experienced a strong recovery during the period covered by this report. We believe that market volatility and the market correction that began in the second quarter of 2010 have created opportunities to invest in companies with attractive valuations and strong fundamentals. We believe that ultimately those valuations and fundamentals could be reflected in those companies’ stock prices.
     As always, we would like to caution investors against making investment decisions based on short-term performance. We recommend that you consult a financial adviser to discuss your individual financial program.
     Thank you for your investment in Invesco Fundamental Value Fund and for sharing our long-term investment horizon.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF THOMAS BASTIAN)
Thomas Bastian
Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Fundamental Value Fund. He joined Invesco in 2010. Mr. Bastian earned a B.A. in accounting from St. John’s University and an M.B.A. in finance from the University of Michigan. He is a member of the CFA Institute and the Houston Society of Financial Analysts.
(PHOTO OF MARK LASKIN)
Mark Laskin
Chartered Financial Analyst, portfolio manager, is manager of Invesco Fundamental Value Fund. He joined Invesco in 2010. Mr. Laskin earned a B.A. in history from Swarthmore College and an M.B.A. and M.A. from the Wharton School and Lauder Institute, respectively, of the University of Pennsylvania.
(PHOTO OF MARY JAYNE MALY)
Mary Jayne Maly
Chartered Financial Analyst, portfolio manager, is manager of Invesco Fundamental Value Fund. She joined Invesco in 2010. Ms. Maly earned a B.A. from the University of Pittsburgh and an M.B.A. from the American Graduate School of International Management. She is a member of the Houston Society of Financial Analysts.
(PHOTO OF SERGIO MARCHELI)
Sergio Marcheli
Portfolio manager, is manager of Invesco Fundamental Value Fund. He joined Invesco in 2010. Mr. Marcheli earned a B.B.A. from the University of Houston and an M.B.A. from the University of St. Thomas.
(PHOTO OF JAMES ROEDER)
James Roeder
Chartered Financial Analyst, portfolio manager, is manager of Invesco Fundamental Value Fund. He joined Invesco in 2010. Mr. Roeder earned a B.S. in accounting from Clemson University and an M.B.A. in economics and finance from the University of Chicago Graduate School of Business. He is a member of the CFA Institute and the Houston Society of Financial Analysts. He is also a Certified Public Accountant.


     
 
   
5
  Invesco Fundamental Value Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment — Oldest Share Classes since Inception
Fund data from 10/29/02, index data from 10/31/02
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges.
Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating
changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


     
 
   
6
  Invesco Fundamental Value Fund

 


Table of Contents

 

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
                 
Class A Shares        
 
Inception (10/29/02)     4.96 %
 
  5    
Years
    -1.39  
 
  1    
Year
    -3.52  
 
       
 
       
Class B Shares        
 
Inception (10/29/02)     5.48 %
 
  5    
Years
    -0.47  
 
  1    
Year
    -2.96  
 
       
 
       
Class C Shares        
 
Inception (10/29/02)     4.95 %
 
  5    
Years
    -1.01  
 
  1    
Year
    0.34  
 
       
 
       
Class Y Shares        
 
Inception (10/29/02)     5.97 %
 
  5    
Years
    -0.05  
 
  1    
Year
    2.31  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco Fundamental Value Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Fundamental Value Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                 
Class A Shares        
 
Inception (10/29/02)     4.94 %
 
  5    
Years
    -0.90  
 
  1    
Year
    8.57  
 
       
 
       
Class B Shares        
 
Inception (10/29/02)     5.48 %
 
  5    
Years
    0.03  
 
  1    
Year
    9.98  
 
       
 
       
Class C Shares        
 
Inception (10/29/02)     4.94 %
 
  5    
Years
    -0.52  
 
  1    
Year
    13.00  
 
       
 
       
Class Y Shares        
 
Inception (10/29/02)     5.97 %
 
  5    
Years
    0.47  
 
  1    
Year
    15.33  
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, and Class Y shares was 1.65%, 1.57%, 2.40% and 1.40%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, and Class Y shares was 1.70%, 1.62%, 2.45% and 1.45%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The
CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


     
 
   
7
  Invesco Fundamental Value Fund

 


Table of Contents

 
Invesco Fundamental Value Fund’s investment objective is to provide total return.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions. Investments in convertible securities subject the Fund to the risks associated with both fixed income securities, including credit risk and interest rate risk, and common stocks.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
 
n   All fixed income securities are subject to two types of risk: credit risk and interest rate risk. When the general level of interest rates goes up, the prices of most fixed income securities go down. When the general level of interest rates goes down, the prices of most fixed income securities go up.
 
n   Investing in the securities of foreign issuers, particularly those located in emerging market or developing countries entails the risk that news and events unique to a country or region
    will affect those markets and their issuers. In addition, the Fund’s investments in foreign issuers generally will be denominated in foreign currencies. As a result, changes in the value of a country’s currency compared to the U.S. dollar may affect the value of the Fund’s investments.
 
n   Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions.
 
n   REITs (real estate investment trusts) are susceptible to risk associated with the ownership of real estate and the real estate industry in general. In addition, REITs depend on specialized management skills, may not be diversified, may have less trading volume and may be subject to more abrupt or erratic price movements than the overall securities market. Investments in REITs may involve duplication of management fees and certain other expenses.
 
n   Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks can continue to be undervalued for long periods of time and may not ever realize their full value.
 
About indexes used in this report
n   The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
 
n   The Lipper Large-Cap Value Funds Index is an unmanaged index considered representative of large-cap value funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   CPA® and Certified Public Accountant® are trademarks owned by the American Institute of Certified Public Accountants.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
         
 
Fund Nasdaq Symbols
       
Class A Shares
  FVFAX
Class B Shares
  FVFBX
Class C Shares
  FVFCX
Class Y Shares
  FVFDX


     
 
   
8
  Invesco Fundamental Value Fund

 


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks & Other Equity Interests–88.2%
 
       
 
Asset Management & Custody Banks–0.7%
 
       
State Street Corp.
    7,855     $ 275,553  
 
 
Cable & Satellite–3.1%
 
       
Time Warner Cable, Inc.
    23,471       1,211,338  
 
 
Communications Equipment–2.1%
 
       
Cisco Systems, Inc.(b)
    41,126       824,576  
 
 
Computer Hardware–3.0%
 
       
Dell, Inc.(b)
    31,550       371,344  
 
Hewlett-Packard Co.
    20,478       787,993  
 
              1,159,337  
 
 
Consumer Electronics–1.4%
 
       
Sony Corp. (ADR) (Japan)
    19,895       556,861  
 
 
Diversified Banks–1.1%
 
       
Wells Fargo & Co.
    17,579       413,985  
 
 
Diversified Chemicals–0.8%
 
       
Dow Chemical Co. (The)
    12,624       307,647  
 
 
Drug Retail–1.1%
 
       
Walgreen Co.
    16,472       442,767  
 
 
Electric Utilities–4.4%
 
       
American Electric Power Co., Inc.
    27,953       989,816  
 
Entergy Corp.
    4,663       367,631  
 
FirstEnergy Corp.
    9,847       359,711  
 
              1,717,158  
 
 
Food Distributors–1.3%
 
       
Sysco Corp.
    17,860       490,971  
 
 
Health Care Distributors–0.8%
 
       
Cardinal Health, Inc.
    10,848       325,006  
 
 
Health Care Equipment–1.6%
 
       
Covidien PLC (Ireland)
    17,725       626,402  
 
 
Home Improvement Retail–2.0%
 
       
Home Depot, Inc.
    28,481       792,057  
 
 
Human Resource & Employment Services–0.8%
 
       
Manpower, Inc.
    7,574       321,895  
 
 
Hypermarkets & Super Centers–2.2%
 
       
Wal-Mart Stores, Inc.
    17,393       872,085  
 
 
Industrial Conglomerates–6.0%
 
       
General Electric Co.
    86,508       1,252,636  
 
Siemens AG (ADR) (Germany)
    4,511       408,381  
 
Tyco International Ltd. (Switzerland)
    18,422       686,772  
 
              2,347,789  
 
 
Industrial Machinery–1.6%
 
       
Dover Corp.
    14,026       627,804  
 
 
Insurance Brokers–3.6%
 
       
Marsh & McLennan Cos., Inc.
    58,529       1,388,308  
 
 
Integrated Oil & Gas–7.2%
 
       
Exxon Mobil Corp.
    9,164       542,142  
 
Hess Corp.
    5,768       289,842  
 
Occidental Petroleum Corp.
    14,990       1,095,469  
 
Royal Dutch Shell PLC (ADR) (United Kingdom)
    16,512       875,962  
 
              2,803,415  
 
 
Internet Software & Services–2.4%
 
       
eBay, Inc.(b)
    39,630       921,001  
 
 
Investment Banking & Brokerage–1.4%
 
       
Charles Schwab Corp. (The)
    43,601       556,349  
 
 
Managed Health Care–1.2%
 
       
UnitedHealth Group, Inc.
    14,682       465,713  
 
 
Movies & Entertainment–5.4%
 
       
Time Warner, Inc.
    30,180       904,796  
 
Viacom, Inc. (Class B)
    38,640       1,214,069  
 
              2,118,865  
 
 
Office Services & Supplies–1.1%
 
       
Avery Dennison Corp.
    12,997       422,662  
 
 
Oil & Gas Equipment & Services–1.3%
 
       
Schlumberger Ltd. (Netherlands Antilles)
    9,126       486,690  
 
 
Oil & Gas Exploration & Production–3.0%
 
       
Anadarko Petroleum Corp.
    15,506       713,121  
 
Devon Energy Corp.
    7,667       462,167  
 
              1,175,288  
 
 
Other Diversified Financial Services–7.5%
 
       
Bank of America Corp.
    58,071       722,984  
 
Citigroup, Inc.(b)
    107,916       401,448  
 
JPMorgan Chase & Co.
    49,109       1,785,603  
 
              2,910,035  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Fundamental Value Fund


Table of Contents

                 
    Shares   Value
 
 
Packaged Foods & Meats–2.6%
 
       
Kraft Foods, Inc. (Class A)
    33,757     $ 1,011,022  
 
 
Personal Products–1.2%
 
       
Avon Products, Inc.
    16,489       479,830  
 
 
Pharmaceuticals–7.9%
 
       
Abbott Laboratories
    6,882       339,558  
 
Bayer AG (ADR) (Germany)
    9,688       592,872  
 
Bristol-Myers Squibb Co.
    32,009       834,795  
 
Merck & Co., Inc.
    9,887       347,627  
 
Pfizer, Inc.
    23,284       370,914  
 
Roche Holding AG (ADR) (Switzerland)
    16,946       576,565  
 
              3,062,331  
 
 
Property & Casualty Insurance–1.2%
 
       
Chubb Corp.
    8,308       457,937  
 
 
Regional Banks–3.7%
 
       
BB&T Corp.
    10,567       233,742  
 
Fifth Third Bancorp
    36,188       399,878  
 
PNC Financial Services Group, Inc.
    15,666       798,339  
 
              1,431,959  
 
 
Semiconductors–1.2%
 
       
Intel Corp.
    25,247       447,377  
 
 
Wireless Telecommunication Services–2.3%
 
       
Vodafone Group PLC (ADR) (United Kingdom)
    36,630       885,713  
 
Total Common Stocks & Other Equity Interests (Cost $33,719,787)
            34,337,726  
 
                 
    Principal
   
    Amount    
 
Convertible Bonds–7.4%
 
       
 
Advertising–0.4%
 
       
Interpublic Group of Cos., Inc., 4.25%, 03/15/23
  $ 146,000       154,395  
 
 
Biotechnology–2.5%
 
       
Amgen, Inc., 0.375%, 02/01/13(c)
    500,000       498,750  
 
Amgen, Inc., 0.375%, 02/01/13
    500,000       498,750  
 
              997,500  
 
 
Communications Equipment–1.2%
 
       
JDS Uniphase Corp., 1.00%, 05/15/26(c)
    500,000       459,375  
 
 
Computer Storage & Peripherals–0.7%
 
       
SanDisk Corp., 1.00%, 05/15/13
    293,000       270,292  
 
 
Construction & Farm Machinery & Heavy Trucks–0.1%
 
       
Navistar International Corp., 3.00%, 10/15/14
    39,000       42,754  
 
 
Health Care Services–0.7%
 
       
Omnicare, Inc., (Series OCR), 3.25%, 12/15/35
    334,000       279,725  
 
 
Life Sciences Tools & Services–1.1%
 
       
Life Technologies Corp., 1.50%, 02/15/24
    400,000       442,000  
 
 
Oil & Gas Equipment & Services–0.4%
 
       
Helix Energy Solutions Group, Inc., 3.25%, 12/15/25
    163,000       149,145  
 
 
Semiconductors–0.3%
 
       
Micron Technology, Inc., 1.875%, 06/01/14
    122,000       105,683  
 
Total Convertible Bonds (Cost $2,816,335)
            2,900,869  
 
                 
    Shares    
 
Convertible Preferred Stocks–3.1%
 
       
 
Electric Utilities–2.1%
 
       
CenterPoint Energy, Inc., 3.07%, Pfd.
    28,000       808,920  
 
 
Health Care Facilities–0.5%
 
       
HealthSouth Corp., 6.50%, Pfd.(c)
    250       198,188  
 
 
Office Services & Supplies–0.5%
 
       
Avery Dennison Corp., 7.88%, Pfd.
    5,325       205,012  
 
Total Convertible Preferred Stocks (Cost $1,146,894)
            1,212,120  
 
 
Money Market Funds–1.5%
 
       
Liquid Assets Portfolio–Institutional Class(d)
    286,663       286,663  
 
Premier Portfolio–Institutional Class(d)
    286,663       286,663  
 
Total Money Market Funds (Cost $573,326)
            573,326  
 
TOTAL INVESTMENTS (Cost $38,256,342)–100.2%
            39,024,041  
 
OTHER ASSETS LESS LIABILITIES–(0.2)%
            (69,354 )
 
NET ASSETs–100.0%
          $ 38,954,687  
 
 
Investment Abbreviation:
 
     
ADR
  – American Depositary Receipt
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2010 was $1,156,313 which represented 3.0% of the Fund’s Net Assets.
(d) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $37,683,016)
  $ 38,450,715  
 
Investments in affiliated money market funds, at value and cost
    573,326  
 
Total investments, at value (Cost $38,256,342)
    39,024,041  
 
Receivable for:
       
Dividends and interest
    111,959  
 
Fund shares sold
    4,240  
 
Fund expenses absorbed
    7,723  
 
Other assets
    28,512  
 
Total assets
    39,176,475  
 
 
Liabilities:
 
Payable for:
       
Fund shares reacquired
    154,895  
 
Accrued fees to affiliates
    19,777  
 
Accrued other operating expenses
    47,116  
 
Total liabilities
    221,788  
 
Net assets applicable to shares outstanding
  $ 38,954,687  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 41,409,053  
 
Undistributed net investment income
    263,939  
 
Undistributed net realized gain (loss)
    (3,486,004 )
 
Unrealized appreciation
    767,699  
 
    $ 38,954,687  
 
 
Net Assets:
 
Class A
  $ 12,509,021  
 
Class B
  $ 23,064,530  
 
Class C
  $ 3,094,554  
 
Class Y
  $ 286,582  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    1,358,514  
 
Class B
    2,526,106  
 
Class C
    340,945  
 
Class Y
    31,127  
 
Class A:
       
Net asset value per share
  $ 9.21  
 
Maximum offering price per share,
(net asset value of $9.21 divided by 94.50%)
  $ 9.75  
 
Class B:
       
Net asset value and offering price per share
  $ 9.13  
 
Class C:
       
Net asset value and offering price per share
  $ 9.08  
 
Class Y:
       
Net asset value and offering price per share
  $ 9.21  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the eleven months ended August 31, 2010 and the year ended September 30, 2009
 
 
                 
    Eleven
   
    months ended
  Year ended
    August 31,
  September 30,
    2010   2009
 
Investment income:
 
       
Dividends (net of $12,287 and $32,019 foreign withholding tax, respectively)
  $ 871,401     $ 1,210,459  
 
Interest
    69,331       84,061  
 
Dividends from affiliated money market funds
    536       19,289  
 
Total investment income
    941,268       1,313,809  
 
 
Expenses
 
       
Advisory fees
    286,921       305,704  
 
Administrative services fees
    38,375       36,502  
 
Custodian fees
    5,206       10,795  
 
Distribution fees:
               
Class A
    36,419       35,074  
 
Class B
    67,523       48,117  
 
Class C
    32,633       35,189  
 
Transfer agent fees
    72,606       90,348  
 
Trustees’ and officers’ fees and benefits
    1,681       2,422  
 
Professional fees
    78,362       80,854  
 
Reports to shareholder fees
    34,501       45,650  
 
Other
    22,755       67,090  
 
Total expenses
    676,982       757,745  
 
Less: Fees waived
    (1,237 )     (2,278 )
 
Net expenses
    675,745       755,467  
 
Net investment income
    265,523       558,342  
 
 
Realized and unrealized gain (loss) from:
 
       
Net realized gain (loss) from:
               
Investment securities
    2,607,749       (5,791,381 )
 
Investment in affiliates
          (123,733 )
 
Futures contracts
          (222 )
 
Forward foreign currency contracts
          (5,893 )
 
Foreign currency translation
          7,961  
 
      2,607,749       (5,913,268 )
 
Change in net unrealized appreciation (depreciation) of:
               
Investment securities
    (4,161,805 )     686,085  
 
Future contracts
          (12,666 )
 
Foreign currency translation
          4  
 
      (4,161,805 )     673,423  
 
Net realized and unrealized gain (loss)
    (1,554,056 )     (5,239,845 )
 
Net increase (decrease) in net assets resulting from operations
  $ (1,288,533 )   $ (4,681,503 )
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
For the period October 1, 2009 through August 31, 2010 and the years ended September 30, 2009 and 2008
 
 
                         
    For the eleven
  For the
  For the
    months ended
  year ended
  year ended
    August 31,
  September 30,
  September 30,
    2010   2009   2008
 
 
Operations:
 
               
Net investment income
  $ 265,523     $ 558,342     $ 910,539  
 
Net realized gain (loss)
    2,607,749       (5,913,268 )     2,709,560  
 
Change in net unrealized appreciation (depreciation)
    (4,161,805 )     673,423       (17,972,524 )
 
Net increase (decrease) in net assets resulting from operations
    (1,288,533 )     (4,681,503 )     (14,352,425 )
 
 
Distributions to shareholders from net investment income:
 
               
Class A shares
    (182,411 )     (305,854 )     (351,043 )
 
Class B shares
    (362,022 )     (651,479 )     (861,972 )
 
Class C shares
    (15,905 )     (52,518 )     (36,509 )
 
Class Y shares
    (4,507 )     (5,596 )     (8,309 )
 
Total Distributions from net investment income
    (564,845 )     (1,015,447 )     (1,257,833 )
 
 
Distributions to shareholders from net realized gains:
 
               
Class A shares
          (817,700 )     (2,169,807 )
 
Class B shares
          (1,623,014 )     (4,808,062 )
 
Class C shares
          (214,173 )     (503,923 )
 
Class Y shares
          (13,107 )     (41,521 )
 
Total Distributions from net realized gains
          (2,667,994 )     (7,523,313 )
 
Net increase (decrease) from in net assets resulting from share transactions
    (8,552,702 )     (6,377,388 )     (15,350,664 )
 
Net increase (decrease) in net assets
    (10,406,080 )     (14,742,332 )     (38,484,235 )
 
 
Net Assets:
 
               
Beginning of year
    49,360,767       64,103,099       102,587,334  
 
End of year (includes undistributed net investment income of $263,939, $563,261 and $1,007,830, respectively)
  $ 38,954,687     $ 49,360,767     $ 64,103,099  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Fundamental Value Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year changed from September 30 to August 31.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley Fundamental Value Fund (the “Acquired Fund”), as a diversified, open-end management investment company. The Acquired Fund was reorganized on June 1, 2010, (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to provide total return.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
 
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  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be
 
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evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
G. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
H. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
    The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
I. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $500 million
    0.67 %
 
Over $500 million
    0.62 %
 
 
  Prior to the Reorganization, the Acquired Fund paid at advisory fee of $215,842 to Morgan Stanley Investment Advisors Inc. (“MSIA”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
 
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  Effective on the date of Reorganization, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.65%, 2.40%, 2.40% and 1.40%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this limitation.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds. Prior to the Reorganization, investment advisory fees paid by the Acquired Fund were reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class shares.
  For the period October 1, 2009 to August 31, 2010, the Adviser and MSIA waived advisory fees of $1,237.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $25,772 to Morgan Stanley Services Company, Inc. For the period October 1, 2009 to August 31, 2010 and the year ended September 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees.
  Also, the Trust has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $54,469 to Morgan Stanley Trust, which served as the Acquired Fund’s transfer agent. For the period October 1, 2009 to August 31, 2010 and the year ended September 30, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”), an affiliate of the Adviser. The Fund has adopted a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will reimburse IDI for distribution related expenses that IDI incurs up to a maximum of the following annual rates; (1) Class A — up to 0.25% of the average daily net assets of Class A shares; (2) Class B — up to 1.00% of the average daily net assets of Class B shares and (3) Class C — up to 1.00% of the average daily net assets of Class C shares.
  In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by IDI, but not yet reimbursed to IDI may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. For the year ended August 31, 2010, the distribution fee was accrued for Class B shares at an annual rate of 0.27%.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distributors Inc. (“MSDI”) to serve as the distributor for the Class A, Class B and Class C shares. MSDI had agreed to waive the 12b-1 fee on Class B shares to the extent it exceeds 0.24% of the average daily net assets of such shares on an annualized basis.
  For the period October 1, 2009 to August 31, 2010 and the year ended September 30, 2009, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period October 1, 2009 to August 31, 2010, IDI advised the Fund that IDI retained $114 in front-end sales commissions from the sale of Class A shares and $0, $1,426 and $0 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    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
 
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  reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 33,946,627     $ 2,176,545     $     $ 36,123,172  
 
Corporate Debt Securities
          2,900,869             2,900,869  
 
Total Investments
  $ 33,946,627     $ 5,077,414     $     $ 39,024,041  
 
 
NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the eleven months Ended August 31, 2010 and Year Ended September 30, 2009:
 
                         
    August 31,
  September 30,
  September 30,
    2010   2009   2008
 
Ordinary income
  $ 564,845     $ 1,015,494     $ 1,257,833  
 
Long-term capital gain
          2,667,947       7,523,313  
 
Total distributions
  $ 564,845     $ 3,683,441     $ 8,781,146  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 264,341  
 
Net unrealized appreciation — investments
    734,426  
 
Temporary book/tax differences
    (402 )
 
Capital loss carryforward
    (3,452,731 )
 
Shares of beneficial interest
    41,409,053  
 
Total net assets
  $ 38,954,687  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward 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 Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 920,802  
 
August 31, 2018
    2,531,929  
 
Total capital loss carryforward
  $ 3,452,731  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the eleven months ended August 31, 2010 was $7,263,456 and $14,895,007, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 3,647,310  
 
Aggregate unrealized (depreciation) of investment securities
    (2,912,884 )
 
Net unrealized appreciation of investment securities
  $ 734,426  
 
Cost of investments for tax purposes is $38,289,615.
 
NOTE 8—Share Information
 
 
                                                 
    Summary of Share Activity
 
    For the eleven
       
    months ended
  For the years ended September 30,
    August 31, 2010(a)   2009   2008
    Shares   Amount   Shares   Amount   Shares   Amount
 
Class A Shares
                                               
Sold
    1,357,993     $ 12,990,847       285,610     $ 2,306,144       247,998     $ 3,207,911  
 
Reinvestment of dividends and distributions
    18,337       179,701       144,994       1,113,553       179,633       2,263,375  
 
Redeemed
    (1,613,951 )     (15,317,124 )     (597,635 )     (4,710,120 )     (774,513 )     (9,596,253 )
 
Net increase (decrease) — Class A
    (237,621 )     (2,146,576 )     (167,031 )     (1,290,423 )     (346,882 )     (4,124,967 )
 
Class B Shares
                                               
Sold
    1,300,362       12,184,831       291,917       2,294,118       152,455       1,817,366  
 
Reinvestment of dividends and distributions
    36,383       354,006       293,648       2,237,597       412,580       5,165,500  
 
Redeemed
    (1,918,187 )     (18,352,790 )     (1,177,436 )     (9,357,976 )     (1,410,144 )     (16,848,366 )
 
Net increase (decrease) — Class B
    (581,442 )     (5,813,953 )     (591,871 )     (4,826,261 )     (845,109 )     (9,865,500 )
 
Class C Shares
                                               
Sold
    28,761       284,911       62,444       497,765       28,400       339,178  
 
Reinvestment of dividends and distributions
    1,585       15,389       34,579       263,144       40,469       505,864  
 
Redeemed
    (100,487 )     (984,950 )     (128,874 )     (994,683 )     (91,505 )     (1,096,654 )
 
Net increase (decrease) — Class C
    (70,141 )     (684,650 )     (31,851 )     (233,774 )     (22,636 )     (251,612 )
 
Class Y Shares
                                               
Sold
    15,486       155,453       3,307       26,642              
 
Reinvestment of dividends and distributions
    461       4,507       2,438       18,703       3,479       43,796  
 
Redeemed
    (6,676 )     (67,483 )     (10,444 )     (72,275 )     (81,944 )     (1,152,381 )
 
Net increase (decrease) — Class Y
    9,271       92,477       (4,699 )     (26,930 )     (78,465 )     (1,108,585 )
 
Net increase in (decrease) in share activity
    (879,933 )   $ (8,552,702 )     (795,452 )   $ (6,377,388 )     (1,293,092 )   $ (15,350,664 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 81% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
Effective November 30, 2010, all Invesco Funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 9—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A Shares
    For the eleven
                   
    months ended
                   
    August 31,
  For the year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 9.66     $ 10.85     $ 14.25     $ 14.29     $ 14.32     $ 13.10  
 
Income (loss) from investment operations:
                                               
Net investment income(a)
    0.06       0.10       0.13       0.17       0.15       0.13  
 
Net realized and unrealized gain (loss)
    (0.39 )     (0.66 )     (2.24 )     1.43       1.29       2.14  
 
Total income (loss) from investment operations
    (0.33 )     (0.56 )     (2.11 )     1.60       1.44       2.27  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.12 )     (0.17 )     (0.18 )     (0.16 )     (0.12 )     (0.11 )
 
Net realized gain
          (0.46 )     (1.11 )     (1.48 )     (1.35 )     (0.94 )
 
Total dividends and distributions
    (0.12 )     (0.63 )     (1.29 )     (1.64 )     (1.47 )     (1.05 )
 
Net asset value, end of period
  $ 9.21     $ 9.66     $ 10.85     $ 14.25     $ 14.29     $ 14.32  
 
Total return(b)
    (3.52 )%     (3.61 )%     (16.08 )%     11.81 %     10.95 %     17.99 %
 
Net assets, end of period(c)
  $ 12,509     $ 15,418     $ 19,137     $ 30,067     $ 36,955     $ 36,759  
 
Ratios to average net assets:
                                               
Total expenses
                                               
 
With fee waivers and/or expense reimbursements
    1.51 %(d)(e)     1.65 %(e)     1.38 %(e)     1.30 %(e)     1.34 %     1.36 %
 
Net investment income
    0.69 %(d)(e)     1.23 %(e)     1.09 %(e)     1.24 %(e)     1.06 %     0.93 %
 
Rebate from affiliates
    0.00 %(f)     0.00 %(f)     0.00 %(f)     0.00 %(f)            
 
Supplemental Data:
                                               
Portfolio turnover(g)
    16 %     57 %     16 %     25 %     28 %     37 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Net assets, end of period, is stated in thousands.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $15,872.
(e) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(f) Amount is less than 0.005%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 9—Financial Highlights—(continued)
 
                                                 
    Class B Shares
    For the eleven
                   
    months ended
                   
    August 31,
  For the year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 9.60     $ 10.79     $ 14.19     $ 14.23     $ 14.17     $ 12.98  
 
Income (loss) from investment operations:
                                               
Net investment income(a)
    0.06       0.11       0.14       0.19       0.16       0.03  
 
Net realized and unrealized gain (loss)
    (0.41 )     (0.65 )     (2.23 )     1.42       1.29       2.13  
 
Total income (loss) from investment operations
    (0.35 )     (0.54 )     (2.09 )     1.61       1.45       2.16  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.12 )     (0.19 )     (0.20 )     (0.17 )     (0.04 )     (0.03 )
 
Net realized gain
          (0.46 )     (1.11 )     (1.48 )     (1.35 )     (0.94 )
 
Total dividends and distributions
    (0.12 )     (0.65 )     (1.31 )     (1.65 )     (1.39 )     (0.97 )
 
Net asset value, end of period
  $ 9.13     $ 9.60     $ 10.79     $ 14.19     $ 14.23     $ 14.17  
 
Total return(b)
    (3.70 )%     (3.47 )%     (16.03 )%     11.98 %     11.07 %     17.27 %
 
Net assets, end of period(c)
  $ 23,065     $ 29,818     $ 39,935     $ 64,470     $ 59,807     $ 67,448  
 
Ratios to average net assets:
                                               
Total expenses
                                               
 
With fee waivers and/or expense reimbursements
    1.54 %(d)(e)     1.57 %(e)     1.28 %(e)     1.20 %(e)     1.19 %     2.03 %
 
Net investment income
    0.66 %(d)(e)     1.31 %(e)     1.19 %(e)     1.34 %(e)     1.21 %     0.26 %
 
Rebate from affiliates
    0.00 %(f)     0.00 %(f)     0.00 %(f)     0.00 %(f)            
 
Supplemental data:
                                               
Portfolio turnover(g)
    16 %     57 %     16 %     25 %     28 %     37 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Net assets, end of period, is stated in thousands.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $26,925.
(e) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(f) Amount is less than 0.005%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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Table of Contents

NOTE 9—Financial Highlights—(continued)
 
                                                 
    Class C Shares
    For the eleven
                   
    months ended
                   
    August 31,
  For the year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 9.52     $ 10.71     $ 14.07     $ 14.13     $ 14.19     $ 12.99  
 
Income (loss) from investment operations:
                                               
Net investment income (loss)(a)
    (0.01 )     0.04       0.04       0.07       0.05       0.04  
 
Net realized and unrealized gain (loss)
    (0.39 )     (0.66 )     (2.21 )     1.41       1.27       2.13  
 
Total income (loss) from investment operations
    (0.40 )     (0.62 )     (2.17 )     1.48       1.32       2.17  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.04 )     (0.11 )     (0.08 )     (0.06 )     (0.03 )     (0.03 )
 
Net realized gain
          (0.46 )     (1.11 )     (1.48 )     (1.35 )     (0.94 )
 
Total dividends and distributions
    (0.04 )     (0.57 )     (1.19 )     (1.54 )     (1.38 )     (0.97 )
 
Net asset value, end of period
  $ 9.08     $ 9.52     $ 10.71     $ 14.07     $ 14.13     $ 14.19  
 
Total return(b)
    (4.20 )%     (4.39 )%     (16.64 )%     11.03 %     10.08 %     17.29 %
 
Net assets, end of period(c)
  $ 3,095     $ 3,914     $ 4,743     $ 6,551     $ 7,195     $ 6,024  
 
Ratios to average net assets:
                                               
Total expenses
                                               
 
With fee waivers and/or expense reimbursements
    2.26 %(d)(e)     2.40 %(e)     2.11 %(e)     2.02 %(e)     2.05 %     1.98 %
 
Net investment income (loss)
    (0.06 )%(d)(e)     0.48 %(e)     0.36 %(e)     0.52 %(e)     0.35 %     0.31 %
 
Rebate from affiliates
    0.00 %(f)     0.00 %(f)     0.00 %(f)     0.00 %(f)            
 
Supplemental data:
                                               
Portfolio turnover(g)
    16 %     57 %     16 %     25 %     28 %     37 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Net assets, end of period, is stated in thousands.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $3,556.
(e) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(f) Amount is less than 0.005%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 9—Financial Highlights—(continued)
 
                                                 
    Class Y Shares
    For the eleven
                   
    months
                   
    ended
                   
    August 31,
  For the year ended September 30,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
                                               
Net asset value, beginning of period
  $ 9.66     $ 10.86     $ 14.28     $ 14.31     $ 14.34     $ 13.13  
 
Income (loss) from investment operations:
                                               
Net investment income(a)
    0.09       0.12       0.17       0.21       0.18       0.16  
 
Net realized and unrealized gain (loss)
    (0.40 )     (0.66 )     (2.26 )     1.43       1.29       2.15  
 
Total income (loss) from investment operations
    (0.31 )     (0.54 )     (2.09 )     1.64       1.47       2.31  
 
Less dividends and distributions from:
                                               
Net investment income
    (0.14 )     (0.20 )     (0.22 )     (0.19 )     (0.15 )     (0.16 )
 
Net realized gain
          (0.46 )     (1.11 )     (1.48 )     (1.35 )     (0.94 )
 
Total dividends and distributions
    (0.14 )     (0.66 )     (1.33 )     (1.67 )     (1.50 )     (1.10 )
 
Net asset value, end of period
  $ 9.21     $ 9.66     $ 10.86     $ 14.28     $ 14.31     $ 14.34  
 
Total return(b)
    (3.30 )%     (3.40 )%     (15.92 )%     12.12 %     11.17 %     18.31 %
 
Net assets, end of period(c)
  $ 287     $ 211     $ 288     $ 1,499     $ 1,565     $ 1,548  
 
Ratios to average net assets:
                                               
Total expenses
                                               
 
With fee waivers and/or expense reimbursements
    1.26 %(d)(e)     1.40 %(e)     1.13 %(e)     1.06 %(e)     1.10 %     1.11 %
 
Net investment income
    0.94 %(d)(e)     1.48 %(e)     1.34 %(e)     1.48 %(e)     1.30 %     1.18 %
 
Rebate from affiliates
    0.00 %(f)     0.00 %(f)     0.00 %(f)     0.00 %(f)            
 
Supplemental data:
                                               
Portfolio turnover(g)
    16 %     57 %     16 %     25 %     28 %     37 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Net assets, end of period, is stated in thousands.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $306.
(e) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliate”.
(f) Amount is less than 0.005%.
(g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
NOTE 10—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Fundamental Value Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Fundamental Value Fund (formerly known as Morgan Stanley Fundamental Value Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended September 30, 2009 and prior were audited by other independent auditors whose report dated November 25, 2009 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 932.20       $ 6.92       $ 1,018.05       $ 7.22         1.42 %
                                                             
B
      1,000.00         930.70         7.15         1,017.80         7.48         1.47  
                                                             
C
      1,000.00         928.40         10.55         1,014.27         11.02         2.17  
                                                             
Y
      1,000.00         933.10         5.70         1,019.31         5.96         1.17  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Fundamental Value Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed the information provided differently than another Trustee.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these
 
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services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for the period ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Morgan Stanley Fundamental Value Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
 
(1)
  Approve an Agreement and Plan of Reorganization     2,698,724       89,898       176,589       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  MS-FVAL-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Annual Report to Shareholders   August 31, 2010
 
Invesco Large Cap Relative Value Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
11
  Financial Statements
13
  Notes to Financial Statements
19
  Financial Highlights
20
  Auditor’s Report
21
  Fund Expenses
22
  Approval of Investment Advisory and Sub-Advisory Agreements
24
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco Large Cap Relative Value Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco Large Cap Relative Value Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
For the eight months ended August 31, 2010, Invesco Large Cap Relative Value Fund underperformed the Russell 1000 Value Index, the Fund’s benchmark. As the Fund uses a bottom-up stock selection approach, stock selection in various sectors was the primary reason the Fund underperformed its benchmark.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 12/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    -6.53 %
 
Class B Shares*
    -7.06  
 
Class C Shares*
    -7.06  
 
Class Y Shares
    -6.41  
 
Russell 1000 Value Index (Broad Market/Style-Specific Index)
    -3.03  
 
Lipper Large-Cap Value Funds Index (Peer Group Index)
    -5.40  
 
Lipper Inc.
 
*Share class incepted during the reporting period. For a detailed explanation of Fund performance
see page 7.

 
How we invest
We call our investment philosophy value with a catalyst. We believe that undervalued companies which are experiencing positive changes (i.e., catalysts) have the potential to generate long-term stock price growth for shareholders. We generally seek to identify companies that are out of favor with investors, under-earning relative to their potential and attractively valued. For these companies, we attempt to identify catalysts that may improve the financial results and/or correct the under-valuation. Examples of catalysts typically include improved operational efficiency, changing industry dynamics and/or a change in management.
     We initially identify potential investments through a series of quantitative screens including, but not limited to, return on capital and enterprise value-to-
sales metrics. We then conduct fundamental research on the most attractive opportunities. The research process includes a thorough review of a company’s financial statements, an evaluation of its competitive position and stability, and meetings with its executives. During the research process, we also value the company under various scenarios to determine if the investment is an attractive opportunity relative to its risks. This is also where we typically identify the positive catalyst, a prerequisite for potential investment. Finally, we generally set a price target for a stock based on normalized earnings and historical valuation multiples.
     In short, our objective is to exploit negative sentiment toward a company’s stock by analyzing the company’s operations in the context of a cyclical environment and identifying one or more


catalysts that may improve the company’s financial performance. Improved financial performance, in turn, has the potential to drive the company’s stock price higher.
     We typically sell an investment when it reaches our estimate of fair value or when we identify a more attractive investment opportunity.
 
Market conditions and your Fund
At the beginning of the eight-month period covered by this report, riskier assets were outperforming securities considered safe havens, like U.S. Treasuries. This continued through the middle of April 2010. However, renewed credit problems in Europe and the market correction that occurred in May, June and into August, created a more uncertain environment which prompted many investors to favor safety over risk. Although recent market volatility created challenges, it also created some investment opportunities, as companies with positive fundamentals became more attractively valued. Also, despite the market finishing lower at the reporting period end, there were also a number of positives, including improved market liquidity, lean corporate infrastructures and merger and acquisition activity.
     An overweight allocation to the consumer discretionary sector was one of the largest contributors to performance of the Fund, as media stocks performed well due to an increase in advertising revenue over the reporting period.
     Stock selection in the health care sector was also one of the contributors to Fund performance. Notably, Genzyme’s stock price rose on the announcement from Sanofi-Aventis of their interest in


 
Portfolio Composition
By sector
         
Financials
    20.1 %
 
Energy
    12.0  
 
Health Care
    11.4  
 
Consumer Discretionary
    11.3  
 
Information Technology
    10.8  
 
Consumer Staples
    10.5  
 
Industrials
    9.6  
 
Utilities
    4.6  
 
Telecommunication Services
    2.9  
 
Materials
    1.7  
 
Money Market Funds
Plus Other Assets Less Liabilities
    5.1  
 
Top 10 Equity Holdings*
 
                 
  1.    
JPMorgan Chase & Co.
    4.6 %
 
  2.    
Marsh & McLennan Cos., Inc.
    3.3  
 
  3.    
General Electric Co.
    3.2  
 
  4.    
Viacom, Inc.
    2.8  
 
  5.    
eBay, Inc.
    2.6  
 
  6.    
Kraft Foods, Inc.
    2.3  
 
  7.    
American Electric Power Co., Inc.
    2.3  
 
  8.    
Occidental Petroleum Corp.
    2.2  
 
  9.    
Bank of America Corp.
    2.1  
 
  10.    
Wal-Mart Stores, Inc.
    2.0  
 
         
Total Net Assets
  $225.8 million  
 
       
Total Number of Holdings*
    78  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


4   Invesco Large Cap Relative Value Fund

 


Table of Contents

acquiring Genzyme. We sold Genzyme on the acquisition announcement and resulting run-up in stock price.
     The information technology sector was the largest relative detractor from performance during the reporting period. The Fund was overweight the sector versus the Russell 1000 Value Index and was adversely affected by exposure to stocks in the hardware and equipment industry. Notably detracting from Fund performance was Hewlett-Packard, as the stock sold off significantly on the announcement that the CEO was leaving.
     Stock selection in the financials sector also detracted from Fund performance. In general, we focused on what we believed were lower risk financial companies with stronger balance sheets and less credit risk given the systemic risk in most financial stocks. However, the Fund had no exposure to REITs (real estate investment trusts), which performed well throughout the period. The Fund’s lack of exposure to REITs was based on our concern that valuations were high and that the commercial real estate market had weakened.
     Finally, stock selection in the energy sector also detracted from Fund performance. The Fund had most of its energy sector exposure in exploration and production companies. We had exposure to BP and Anadarko Petroleum. Each company was negatively affected by the oil spill in the Gulf of Mexico. During the period we eliminated our position in BP and significantly reduced our exposure to Anadarko Petroleum.
     Equity markets experienced a strong recovery during the period covered by this report. We believe that market volatility and the market correction that began in the second quarter of 2010 have created opportunities to invest in companies with attractive valuations and strong fundamentals. We believe that ultimately those valuations and fundamentals could be reflected in those companies’ stock prices.
     As always, we would like to caution investors against making investment decisions based on short-term performance. We recommend that you consult a financial adviser to discuss your individual financial program.
     Thank you for your investment in Invesco Large Cap Relative Value Fund and for sharing our long-term investment horizon.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF THOMAS BASTIAN)
Thomas Bastian
Chartered Financial Analyst, portfolio manager, is manager of Invesco Large Cap Relative Value Fund. He joined Invesco in 2010. Mr. Bastian earned a B.A. in accounting from St. John’s University and an M.B.A. in finance from the University of Michigan. He is a member of the CFA Institute and the Houston Society of Financial Analysts.
(PHOTO OF MARK LASKIN)
Mark Laskin
Chartered Financial Analyst, portfolio manager, is manager of Invesco Large Cap Relative Value Fund. He joined Invesco in 2010. Mr. Laskin earned a B.A. in history from Swarthmore College and an M.B.A. and M.A. from the Wharton School and Lauder Institute, respectively, of the University of Pennsylvania.
(PHOTO OF MARY JAYNE MALY)
Mary Jayne Maly
Chartered Financial Analyst, portfolio manager, is manager of Invesco Large Cap Relative Value Fund. She joined Invesco in 2010. Ms. Maly earned a B.A. from the University of Pittsburgh and an M.B.A. from the American Graduate School of International Management. She is a member of the Houston Society of Financial Analysts.
(PHOTO OF SERGIO MARCHELI)
Sergio Marcheli
Portfolio manager, is manager of Invesco Large Cap Relative Value Fund. He joined Invesco in 2010. Mr. Marcheli earned a B.B.A. from the University of Houston and an M.B.A. from the University of St. Thomas.
(PHOTO OF JAMES ROEDER)
James Roeder
Chartered Financial Analyst, portfolio manager, is manager of Invesco Large Cap Relative Value Fund. He joined Invesco in 2010. Mr. Roeder earned a B.S. in accounting from Clemson University and an M.B.A. in economics and finance from the University of Chicago Graduate School of Business. He is a member of the CFA Institute and the Houston Society of Financial Analysts. He is also a Certified Public Accountant.


5   Invesco Large Cap Relative Value Fund

 


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class without Sales Charges since Inception
Fund and index data from 1/31/90
(LINE GRAPH)
Results of a $10,000 Investment – Oldest Share Class with Sales Charges since Inception
Index data from 12/31/95, Fund data from 1/2/96
(LINE GRAPH)

Past performance cannot guarantee comparable future results.
     The performance data shown in the first chart above is that of the Fund’s Class Y shares. The performance of the Fund’s other share classes will differ primarily due to different sales charge structures and class expenses and may be greater than or less than the performance of the Fund’s Class Y shares. The data shown in this chart includes reinvested distributions, Fund expenses and management fees. Index results include reinvested dividends.
     The performance data shown in the second chart above is that of the Fund’s
Class A shares. The performance of the Fund’s other share classes will differ primarily due to different sales charge structures and class expenses and may be greater than or less than the performance of the Fund’s Class A shares. The data shown in the second chart above includes reinvested distributions, Fund expenses and management fees. Index results include reinvested dividends, but they do not reflect sales charges.
     Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance shown in the charts and table does not reflect deduction of taxes
a shareholder would pay on Fund distributions or sale of Fund shares.
     Both charts above are logarithmic charts, which present the fluctuations in the value of the Fund’s share class and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In both charts, each segment represents a doubling, or 100% change, in the value of the investment.


6   Invesco Large Cap Relative Value Fund

 


Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable
sales charges

         
Class A Shares
       
 
Inception (1/2/96)
    5.99 %
 
10 Years
    1.18  
 
5 Years
    -1.72  
 
1 Year
    -3.51  
 
 
       
Class B Shares
       
 
10 Years
    1.15 %
 
5 Years
    -1.69  
 
1 Year
    -3.77  
 
 
       
Class C Shares
       
 
10 Years
    0.99 %
 
5 Years
    -1.35  
 
1 Year
    0.23  
 
 
       
Class Y Shares
       
 
Inception (1/31/90)
    8.18 %
 
10 Years
    2.00  
 
5 Years
    -0.35  
 
1 Year
    2.30  
 
Effective June 1, 2010, Class I and Class P shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class Y and Class A shares, respectively, of Invesco Large Cap Relative Value Fund. Returns shown above for Class Y and Class A shares are blended returns of the predecessor fund and Invesco Large Cap Relative Value Fund. Share class returns will differ from the predecessor fund because of different expenses.
     Class B and Class C shares incepted on June 1, 2010. Performance shown prior to that date is that of the predecessor fund’s Class P shares restated to reflect the higher 12b-1 fees applicable to Class B and Class C shares, respectively. Class B and Class C shares performance reflects any applicable fee waivers or expense reimbursements. The inception date of the predecessor fund’s Class P shares was January 2, 1996.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
         
Class A Shares
       
 
Inception (1/2/96)
    5.91 %
 
10 Years
    1.95  
 
5 Years
    -1.35  
 
1 Year
    8.14  
 
 
       
Class B Shares
       
 
10 Years
    1.91 %
 
5 Years
    -1.33  
 
1 Year
    8.51  
 
 
       
Class C Shares
       
 
10 Years
    1.76 %
 
5 Years
    -0.99  
 
1 Year
    12.51  
 
 
       
Class Y Shares
       
 
Inception (1/31/90)
    8.13 %
 
10 Years
    2.78  
 
5 Years
    0.00  
 
1 Year
    14.69  
 
value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 0.96%, 1.71%, 1.71% and 0.71%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.01%, 1.76%, 1.76% and 0.76%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y
shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


7   Invesco Large Cap Relative Value Fund

 


Table of Contents

 
Invesco Large Cap Relative Value Fund’s investment objective is to seek high total return by investing primarily in equity securities that the Adviser believes to be undervalued relative to the stock market in general at the time of purchase.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues.
 
n   REITs are susceptible to risk associated with the ownership of real estate and the real estate industry in general. In addition, REITs depends on specialized management skills, may not be diversified, may have less trading volume and may be subject to more abrupt or erratic price movements than the overall securities market. Investments in REITs may involve duplication of management fees and certain other expenses.
 
n   Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.
n   Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply.
 
n   Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks can continue to be undervalued for long periods of time and may not ever realize their full value.
 
About indexes used in this report
n   The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
 
n   The Lipper Large-Cap Value Funds Index is an unmanaged index considered representative of large-cap value funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   CPA® and Certified Public Accountant® are trademarks owned by the American Institute of Certified Public Accountants.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
     
Class A Shares
  IVABX
Class B Shares
  IVAHX
Class C Shares
  IVAKX
Class Y Shares
  MSIVX


8   Invesco Large Cap Relative Value Fund

 


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks & Other Equity Interests–94.9%
 
       
 
Air Freight & Logistics–0.5%
 
       
FedEx Corp.
    14,793     $ 1,154,594  
 
 
Apparel Retail–0.5%
 
       
Gap, Inc. (The)
    65,324       1,103,322  
 
 
Asset Management & Custody Banks–1.2%
 
       
Janus Capital Group, Inc.
    61,726       560,472  
 
State Street Corp.
    64,372       2,258,170  
 
              2,818,642  
 
 
Automobile Manufacturers–0.6%
 
       
Ford Motor Co.(b)
    127,027       1,434,135  
 
 
Cable & Satellite–2.8%
 
       
Comcast Corp. (Class A)
    210,183       3,598,333  
 
Time Warner Cable, Inc.
    52,945       2,732,491  
 
              6,330,824  
 
 
Communications Equipment–1.2%
 
       
Cisco Systems, Inc.(b)
    133,735       2,681,387  
 
 
Computer Hardware–2.6%
 
       
Dell, Inc.(b)
    193,898       2,282,180  
 
Hewlett-Packard Co.
    93,219       3,587,067  
 
              5,869,247  
 
 
Consumer Electronics–1.0%
 
       
Sony Corp. (ADR) (Japan)
    83,634       2,340,916  
 
 
Data Processing & Outsourced Services–1.1%
 
       
Western Union Co. (The)
    156,240       2,449,843  
 
 
Diversified Banks–1.4%
 
       
US Bancorp
    63,264       1,315,891  
 
Wells Fargo & Co.
    81,295       1,914,497  
 
              3,230,388  
 
 
Diversified Chemicals–1.6%
 
       
Dow Chemical Co. (The)
    73,378       1,788,222  
 
PPG Industries, Inc.
    29,084       1,914,600  
 
              3,702,822  
 
 
Diversified Support Services–0.6%
 
       
Cintas Corp.
    50,068       1,276,233  
 
 
Drug Retail–1.2%
 
       
Walgreen Co.
    104,399       2,806,245  
 
 
Electric Utilities–4.6%
 
       
American Electric Power Co., Inc.
    146,034       5,171,064  
 
Edison International
    41,700       1,407,375  
 
Entergy Corp.
    24,306       1,916,285  
 
FirstEnergy Corp.
    52,125       1,904,126  
 
              10,398,850  
 
 
Food Distributors–1.0%
 
       
Sysco Corp.
    81,758       2,247,527  
 
 
Health Care Distributors–0.6%
 
       
Cardinal Health, Inc.
    45,584       1,365,697  
 
 
Health Care Equipment–1.1%
 
       
Covidien PLC (Ireland)
    70,622       2,495,782  
 
 
Home Improvement Retail–1.3%
 
       
Home Depot, Inc.
    104,203       2,897,885  
 
 
Human Resource & Employment Services–0.9%
 
       
Manpower, Inc.
    28,134       1,195,695  
 
Robert Half International, Inc.
    43,583       940,521  
 
              2,136,216  
 
 
Hypermarkets & Super Centers–2.0%
 
       
Wal-Mart Stores, Inc.
    89,831       4,504,126  
 
 
Industrial Conglomerates–5.5%
 
       
General Electric Co.
    498,622       7,220,047  
 
Siemens AG (ADR) (Germany)
    19,232       1,741,073  
 
Tyco International Ltd. (Switzerland)
    93,405       3,482,138  
 
              12,443,258  
 
 
Industrial Machinery–1.5%
 
       
Dover Corp.
    38,502       1,723,350  
 
Ingersoll-Rand PLC (Ireland)
    50,491       1,642,472  
 
              3,365,822  
 
 
Insurance Brokers–3.3%
 
       
Marsh & McLennan Cos., Inc.
    313,700       7,440,964  
 
 
Integrated Oil & Gas–7.4%
 
       
ConocoPhillips
    49,535       2,597,120  
 
Exxon Mobil Corp.
    37,669       2,228,498  
 
Hess Corp.
    54,029       2,714,957  
 
Occidental Petroleum Corp.
    68,244       4,987,272  
 
Royal Dutch Shell PLC (ADR) (United Kingdom)
    77,770       4,125,698  
 
              16,653,545  
 
 
Integrated Telecommunication Services–1.1%
 
       
Verizon Communications, Inc.
    82,008       2,420,056  
 
 
Internet Software & Services–3.6%
 
       
eBay, Inc.(b)
    252,136       5,859,640  
 
Yahoo!, Inc.(b)
    178,347       2,332,779  
 
              8,192,419  
 
 
Investment Banking & Brokerage–1.8%
 
       
Charles Schwab Corp. (The)
    224,158       2,860,256  
 
Morgan Stanley
    46,874       1,157,319  
 
              4,017,575  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco Large Cap Relative Value Fund


Table of Contents

                 
    Shares   Value
 
 
IT Consulting & Other Services–1.0%
 
       
Amdocs Ltd.(b)
    83,721     $ 2,196,002  
 
 
Life & Health Insurance–0.7%
 
       
Principal Financial Group, Inc.
    67,435       1,554,377  
 
 
Managed Health Care–1.8%
 
       
UnitedHealth Group, Inc.
    131,172       4,160,776  
 
 
Motorcycle Manufacturers–0.4%
 
       
Harley-Davidson, Inc.
    32,878       799,593  
 
 
Movies & Entertainment–4.7%
 
       
Time Warner, Inc.
    142,690       4,277,846  
 
Viacom, Inc. (Class B)
    202,166       6,352,056  
 
              10,629,902  
 
 
Office Services & Supplies–0.6%
 
       
Avery Dennison Corp.
    40,244       1,308,735  
 
 
Oil & Gas Equipment & Services–1.5%
 
       
Cameron International Corp.(b)
    19,898       731,849  
 
Schlumberger Ltd. (Netherlands Antilles)
    47,816       2,550,027  
 
              3,281,876  
 
 
Oil & Gas Exploration & Production–3.2%
 
       
Anadarko Petroleum Corp.
    78,960       3,631,370  
 
Devon Energy Corp.
    35,199       2,121,796  
 
Noble Energy, Inc.
    19,691       1,374,038  
 
              7,127,204  
 
 
Other Diversified Financial Services–7.7%
 
       
Bank of America Corp.
    373,544       4,650,623  
 
Citigroup, Inc.(b)
    590,850       2,197,962  
 
JPMorgan Chase & Co.
    288,487       10,489,387  
 
              17,337,972  
 
 
Packaged Foods & Meats–3.6%
 
       
Kraft Foods, Inc. (Class A)
    172,897       5,178,265  
 
Unilever N.V. (NY Registered Shares) (Netherlands)
    108,180       2,898,142  
 
              8,076,407  
 
 
Personal Products–1.1%
 
       
Avon Products, Inc.
    83,127       2,418,996  
 
 
Pharmaceuticals–7.9%
 
       
Abbott Laboratories
    35,856       1,769,135  
 
Bayer AG (ADR) (Germany)
    38,030       2,327,303  
 
Bristol-Myers Squibb Co.
    167,443       4,366,913  
 
Merck & Co., Inc.
    103,185       3,627,985  
 
Pfizer, Inc.
    212,474       3,384,711  
 
Roche Holding AG (ADR) (Switzerland)
    66,375       2,258,323  
 
              17,734,370  
 
 
Property & Casualty Insurance–1.1%
 
       
Chubb Corp.
    45,676       2,517,661  
 
 
Regional Banks–2.8%
 
       
BB&T Corp.
    55,690       1,231,863  
 
Fifth Third Bancorp
    102,432       1,131,873  
 
PNC Financial Services Group, Inc.
    79,283       4,040,262  
 
              6,403,998  
 
 
Semiconductor Equipment–0.3%
 
       
Lam Research Corp.(b)
    20,047       723,897  
 
 
Semiconductors–1.0%
 
       
Intel Corp.
    130,743       2,316,766  
 
 
Soft Drinks–1.6%
 
       
Coca-Cola Co. (The)
    34,369       1,921,915  
 
Coca-Cola Enterprises, Inc.
    60,151       1,711,897  
 
              3,633,812  
 
 
Wireless Telecommunication Services–1.9%
 
       
Vodafone Group PLC (ADR) (United Kingdom)
    174,136       4,210,609  
 
Total Common Stocks & Other Equity Interests (Cost $236,021,523)
            214,211,273  
 
 
Money Market Funds–4.8%
 
       
Liquid Assets Portfolio–Institutional Class(c)
    5,451,329       5,451,329  
 
Premier Portfolio–Institutional Class(c)
    5,451,329       5,451,329  
 
Total Money Market Funds (Cost $10,902,658)
            10,902,658  
 
TOTAL INVESTMENTS-99.7% (Cost $246,924,181)
            225,113,931  
 
OTHER ASSETS LESS LIABILITIES–0.3%
            652,020  
 
NET ASSETS–100.0%
          $ 225,765,951  
 
 
Investment Abbreviation:
 
     
ADR
  – American Depositary Receipt
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
10        Invesco Large Cap Relative Value Fund


Table of Contents

Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $236,021,523)
  $ 214,211,273  
 
Investments in affiliated money market funds, at value and cost
    10,902,658  
 
Total investments, at value (Cost $246,924,181)
    225,113,931  
 
Receivables for:
       
Investments sold
    309,588  
 
Fund shares sold
    135,328  
 
Dividends
    523,177  
 
Other assets
    57,188  
 
Total assets
    226,139,212  
 
 
Liabilities:
 
Payables for:
       
Investments purchased
    190,870  
 
Fund shares reacquired
    47,069  
 
Accrued fees to affiliates
    99,033  
 
Accrued other operating expenses
    36,289  
 
Total liabilities
    373,261  
 
Net assets applicable to shares outstanding
  $ 225,765,951  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 264,164,381  
 
Undistributed net investment income
    516,935  
 
Undistributed net realized gain (loss)
    (17,105,115 )
 
Unrealized appreciation (depreciation)
    (21,810,250 )
 
    $ 225,765,951  
 
 
Net Assets:
 
Class A
  $ 35,441,853  
 
Class B
  $ 9,788  
 
Class C
  $ 9,791  
 
Class Y
  $ 190,304,519  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    3,978,085  
 
Class B
    1,101  
 
Class C
    1,101  
 
Class Y
    21,342,130  
 
Class A:
       
Net asset value per share
  $ 8.91  
 
Maximum offering price per share
       
(Net asset value of $8.91 divided by 94.50%)
  $ 9.43  
 
Class B:
       
Net asset value and offering price per share
  $ 8.89  
 
Class C:
       
Net asset value and offering price per share
  $ 8.89  
 
Class Y:
       
Net asset value and offering price per share
  $ 8.92  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
11        Invesco Large Cap Relative Value Fund


Table of Contents

Statement of Operations
 
For the period January 1, 2010 through August 31, 2010 and the year ended December 31, 2009
 
 
                 
    Eight months
   
    ended
  Year ended
    August 31,
  December 31,
    2010   2009
 
 
Investment income:
 
       
Dividends (net of foreign withholding taxes of $10,760 and $240, respectively)
  $ 3,617,333     $ 5,192,648  
 
Dividends from affiliated money market funds
    3,299       37,182  
 
Total investment income
    3,620,632       5,229,830  
 
 
Expenses:
 
       
Advisory fees
    839,717       1,094,569  
 
Administrative services fees
    113,241       181,617  
 
Custodian fees
    8,010       23,270  
 
Distribution fees:
               
Class A
    82,284       99,319  
 
Class B
    25        
 
Class C
    30        
 
Transfer agent fees — A, B, C and Y
    211,282       166,330  
 
Trustees’ and officers’ fees and benefits
    4,897       7,997  
 
Other
    77,210       135,753  
 
Total expenses
    1,336,696       1,708,855  
 
Less: Fees waived
    (89,588 )     (36,041 )
 
Net expenses
    1,247,108       1,672,814  
 
Net investment income
    2,373,524       3,557,016  
 
 
Realized and unrealized gain (loss) from:
 
       
Net realized gain (loss) from:
               
Investment securities
    13,747,427       (7,646,679 )
 
Foreign currencies
          (1,608 )
 
Foreign currency contracts
          (804 )
 
      13,747,427       (7,649,091 )
 
Change in net unrealized appreciation (depreciation) of investment securities
    (32,466,179 )     58,943,307  
 
Net realized and unrealized gain (loss)
    (18,718,752 )     51,294,216  
 
Net increase (decrease) in net assets resulting from operations
  $ (16,345,228 )   $ 54,851,232  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
12        Invesco Large Cap Relative Value Fund


Table of Contents

Statement of Changes in Net Assets
 
For the period January 1, 2010 through August 31, 2010 and years ended December 31, 2009 and 2008
 
 
                         
    Eight
       
    months ended
  Year ended
  Year ended
    August 31,
  December 31,
  December 31,
    2010   2009   2008
 
 
Operations:
 
               
Net investment income
  $ 2,373,524     $ 3,557,016     $ 4,841,723  
 
Net realized gain (loss)
    13,747,427       (7,649,091 )     (13,816,204 )
 
Change in net unrealized appreciation (depreciation)
    (32,466,179 )     58,943,307       (81,221,714 )
 
Net increase (decrease) in net assets resulting from operations
    (16,345,228 )     54,851,232       (90,196,195 )
 
 
Distributions to shareholders from net investment income:
 
               
Class A
    (302,493 )     (540,679 )     (751,903 )
 
Class B
    (29 )            
 
Class C
    (29 )            
 
Class Y
    (1,543,619 )     (3,012,868 )     (4,045,874 )
 
Total distributions from net investment income
    (1,846,170 )     (3,553,547 )     (4,797,777 )
 
 
Distributions to shareholders from net realized gains:
 
               
Class A
                (205,494 )
 
Class Y
                (1,014,350 )
 
Total distributions from net realized gains
                (1,219,844 )
 
 
Share transactions–net:
 
               
Class A
    (11,653,435 )     6,292,646       995,628  
 
Class B
    10,029              
 
Class C
    10,278              
 
Class Y
    (8,569,624 )     21,688,989       (6,971,865 )
 
Net increase (decrease) in net assets resulting from share transactions
    (20,202,752 )     27,981,635       (5,976,237 )
 
Net increase (decrease) in net assets
    (38,394,150 )     79,279,320       (102,190,053 )
 
 
Net assets:
 
               
Beginning of year
    264,160,101       184,880,781       287,070,834  
 
End of year (includes undistributed net investment income of $516,935, $(10,419) and $22,177, respectively)
  $ 225,765,951     $ 264,160,101     $ 184,880,781  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco Large Cap Relative Value Fund is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from December 31 to August 31.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley Large Cap Relative Value Fund (the “Acquired Fund”), an investment portfolio of Morgan Stanley Institutional Fund Inc. The Acquired Fund was reorganized on June 1, 2010 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class P and Class I shares received Class A and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class P and Class I shares prior to the Reorganization is included with Class A and Class Y shares, respectively, throughout this report.
 
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  The Fund’s investment objective is to seek high total return by investing primarily in equity securities that the Adviser believes to be undervalued relative to the stock market in general at the time of purchase.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in
 
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the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $150 million
    0 .50%
 
Next $100 million
    0 .45%
 
Next $100 million
    0 .40%
 
Over $350 million
    0 .35%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $541,712 to Morgan Stanley Investment Management Inc. (“MSIM”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization date, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, and Class Y shares to 0.95%, 1.70%, 1.70% and 0.70%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
  Prior to June 1, 2010, MSIM had voluntarily agreed to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver of Class I and Class P shares to 0.70% and 0.95%, respectively, of the Acquired Fund’s average daily net assets.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market
 
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funds. Prior to the Reorganization, investment advisory fees paid by the Acquired Fund were reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class shares.
  For the period January 1, 2010 to August 31, 2010, the Adviser and MSIM waived advisory fees of $1,417 and $88,171, respectively. For the year ended December 31, 2009, MSIM waived advisory fees of $36,041.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $91,733 to MSIM and JPMorgan Investor Services Co. For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees.
  Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $145,415 to Morgan Stanley Services Company Inc., which served as the Acquired Fund’s transfer agent. For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C and Class Y shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B and Class C shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of each class of Class B and Class C shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distribution Inc. (“MSDI”) to serve as the distributor for the Class I and Class P shares. Pursuant to such agreements, for the period January 1, 2010 to August 31, 2010 the Acquired Fund paid $43,225 to MSDI.
  For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $22 in front-end sales commissions from the sale of Class A shares and $0, $0 and $73 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
  During the period January 1, 2010 to August 31, 2010, there were no significant transfers between investment levels.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 220,528,305     $ 4,585,626     $     $ 225,113,931  
 
 
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NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Period January 1, 2010 to August 31, 2010 and the years ended December 31, 2009 and 2008:
 
                         
    2010   2009   2008
 
Ordinary income
  $ 1,846,170     $ 3,553,547     $ 4,797,777  
 
Long-term capital gain
                1,219,844  
 
Total distributions
  $ 1,846,170     $ 3,553,547     $ 6,017,621  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 516,935  
 
Net unrealized appreciation (depreciation) — investments
    (21,808,166 )
 
Capital loss carryforward
    (17,107,199 )
 
Shares of beneficial interest
    264,164,381  
 
Total net assets
  $ 225,765,951  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $13,741,318 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 17,107,199  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
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NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the period January 1, 2010 to August 31, 2010 was $60,459,985 and $83,571,662, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 5,214,118  
 
Aggregate unrealized (depreciation) of investment securities
    (27,022,284 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (21,808,166 )
 
Cost of investments for tax purposes is $246,922,097.
 
NOTE 8—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of expired capital loss carryforward, on August 31, 2010, undistributed net realized gain (loss) was increased by $23,591,242 and shares of beneficial interest decreased by $23,591,242. This reclassification had no effect on the net assets of the Fund.
 
NOTE 9—Share Information
 
 
                                                 
    Summary of Share Activity
 
    Eight months ended
  Years ended December 31,
    August 31, 2010(a)   2009   2008
    Shares   Amount   Shares   Amount   Shares   Amount
 
Sold:
                                               
Class A
    436,507     $ 4,252,649       1,123,981     $ 8,975,796       841,574     $ 7,908,399  
 
Class B(b)
    1,098       10,000                          
 
Class C(b)
    1,902       17,622                          
 
Class Y
    3,039,187       29,758,628       8,322,250       66,094,588       3,121,756       32,040,380  
 
Issued as reinvestment of dividends:
                                               
Class A
    15,960       143,795       66,694       538,599       100,860       953,017  
 
Class B(b)
    3       29                          
 
Class C(b)
    3       29                          
 
Class Y
    82,064       740,212       371,731       3,003,453       528,952       5,041,743  
 
Reacquired:
                                               
Class A
    (1,702,393 )     (16,049,879 )     (405,848 )     (3,221,749 )     (742,491 )     (7,865,788 )
 
Class C(b)
    (804 )     (7,373 )                        
 
Class Y
    (4,072,356 )     (39,068,464 )     (5,510,984 )     (47,409,052 )     (4,503,187 )     (44,053,988 )
 
Net increase (decrease) in share activity
    (2,198,829 )   $ (20,202,752 )     3,967,824     $ 27,981,635       (652,536 )   $ (5,976,237 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 95% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b) Commencement date of June 1, 2010.
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 10—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                                                                                                 
                                                Ratio of
  Ratio of
           
            Net gains
                                  expenses
  expenses
  Ratio of
       
            (losses) on
                                  to average
  to average net
  expenses
  Ratio of net
   
    Net asset
      securities
      Dividends
  Distributions
                      net assets
  assets without
  to average net
  investment
   
    value,
  Net
  (both
  Total from
  from net
  from net
          Net asset
      Net assets,
  with fee waivers
  fee waivers
  assets excluding
  income
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  Redemption
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  non operating
  to average
  Portfolio
    of period   income(a)   unrealized)   operations   income   gains   Distributions   Fees   of period   Return(b)   (000s omitted)   absorbed   absorbed   expenses   net assets   turnover(c)
 
Class A
Eight months ended 08/31/10   $ 9.59     $ 0.07     $ (0.69 )   $ (0.62 )   $ (0.06 )   $     $ (0.06 )   $     $ 8.91       (6.53 )%   $ 35,442       0.91 %(d)     0.96 %(d)     %     1.14 %(d)     24 %
Year ended 12/31/09     7.84       0.11       1.75       1.86       (0.11 )           (0.11 )     0.00 (e)     9.59       24.00 (f)     50,149       0.94 (g)     0.95 (g)     0.94 (g)     1.36 (g)(h)     59  
Year ended 12/31/08     11.85       0.18       (3.96 )     (3.78 )     (0.18 )     (0.05 )     (0.23 )     0.00 (e)     7.84       (32.21 )     34,856       0.92 (g)     0.92 (g)     0.92 (g)     1.81 (g)     50  
Year ended 12/31/07     12.18       0.19       0.15       0.34       (0.18 )     (0.49 )     (0.67 )     0.00 (e)     11.85       2.72       50,287       0.92 (g)     0.92 (g)     0.92 (g)     1.48 (g)     31  
Year ended 12/31/06     11.09       0.17       1.61       1.78       (0.17 )     (0.52 )     (0.69 )     0.00 (e)     12.18       16.38       63,300       0.93       0.93       0.93       1.44       33  
Year ended 12/31/05     10.51       0.12       0.91       1.03       (0.12 )     (0.33 )     (0.45 )           11.09       9.81       101,499       0.93       0.93       0.93       1.10       46  
 
Class B
Eight months ended 08/31/10(i)     9.11       0.01       (0.20 )     (0.19 )     (0.03 )           (0.03 )           8.89       (2.13 )     10       1.62 (d)     1.62 (d)           0.43 (d)     24  
 
Class C
Eight months ended 08/31/10(i)     9.11       0.01       (0.20 )     (0.19 )     (0.03 )           (0.03 )           8.89       (2.13 )     10       1.62 (d)     1.62 (d)           0.43 (d)     24  
 
Class Y
Eight months ended 08/31/10     9.60       0.09       (0.70 )     (0.61 )     (0.07 )           (0.07 )           8.92       (6.41 )     190,305       0.66 (d)     0.71 (d)           1.39 (d)     24  
Year ended 12/31/09     7.85       0.13       1.75       1.88       (0.13 )           (0.13 )     0.00 (e)     9.60       24.28 (f)     214,011       0.69 (g)     0.70 (g)     0.69 (g)     1.61 (g)(h)     59  
Year ended 12/31/08     11.86       0.21       (3.96 )     (3.75 )     (0.21 )     (0.05 )     (0.26 )     0.00 (e)     7.85       (32.01 )     150,025       0.67 (g)     0.67 (g)     0.67 (g)     2.06 (g)     50  
Year ended 12/31/07     12.20       0.21       0.16       0.37       (0.22 )     (0.49 )     (0.71 )     0.00 (e)     11.86       2.90       236,784       0.67 (g)     0.67 (g)     0.67 (g)     1.71 (g)     31  
Year ended 12/31/06     11.10       0.20       1.62       1.82       (0.20 )     (0.52 )     (0.72 )     0.00 (e)     12.20       16.47       211,904       0.68       0.68       0.68       1.71       33  
Year ended 12/31/05     10.52       0.15       0.90       1.05       (0.14 )     (0.33 )     (0.47 )           11.10       10.07       102,973       0.68       0.68       0.68       1.36       46  
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $49,438, $10, $12 and $215,879 for Class A, Class B, Class C and Class Y shares, respectively.
(e) Amount is less than $0.005 per share.
(f) Performance was positively impacted by approximately 0.26% due to the receipt of proceeds from the settlements of class action suits involving primarily two of the Fund’s past holdings. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had these settlements not occurred, the total return for Class A and Class Y shares would have been approximately 23.74% and 24.02%, respectively.
(g) The ratios reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is 0.01%, 0.01% and less than 0.005% for the years ended December 31, 2009, 2008 and 2007, respectively.
(h) Ratio of net investment income to average net assets without fee waivers and/or expenses absorbed was 1.35% and 1.60% for the year ended December 31, 2009 for Class A and Class Y shares, respectively.
(i) Commencement date of June 1, 2010.
 
NOTE 11—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco Large Cap Relative Value Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Large Cap Relative Value Fund (formerly known as Morgan Stanley Large Cap Relative Value Fund, an investment portfolio of Morgan Stanley Institutional Fund, Inc.; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended December 31, 2009 and prior were audited by other independent auditors whose report dated February 25, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2,3     Ratio
A
    $ 1,000.00       $ 928.00       $ 4.37       $ 1,020.67       $ 4.58         0.90 %
                                                             
B
      1,000.00         978.70         4.04         1,017.04         8.24         1.62  
                                                             
C
      1,000.00         978.70         4.04         1,017.04         8.24         1.62  
                                                             
Y
      1,000.00         929.10         3.16         1,021.93         3.31         0.65  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010 (as of close of business June 1, 2010 through August 31, 2010 for the Class B and Class C shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year. For the Class B and Class C shares actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 92 (as of close of business June 1, 2010 through August 31, 2010)/365. Because the Class B and Class C shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.
3  Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in Class B and Class C shares of the Fund and other funds because such data is based on a full six month period.
 
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Approval of Investment Advisory and Sub-Advisory Agreements With Invesco Advisers, Inc. and Its Affiliates
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco Large Cap Relative Value Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for
breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services.
 
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The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
  
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(GRAPHIC)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  MS-LCRV-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(GRAPHIC)
 

 
 
Annual Report to Shareholders                                     August 31, 2010
 
Invesco New York Tax-Free Income Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
12
  Financial Statements
14
  Notes to Financial Statements
21
  Financial Highlights
25
  Auditor’s Report
26
  Fund Expenses
27
  Approval of Investment Advisory and Sub-Advisory Agreements
29
  Tax Information
T-1
  Trustees and Officers



Table of Contents

 
Letters to Shareholders
 
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
      First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
      Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
      And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
      Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
      If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
      I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
2   Invesco New York Tax-Free Income Fund


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
      To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
      We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
      It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
      As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
3   Invesco New York Tax-Free Income Fund


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
All share classes of Invesco New York Tax-Free Income Fund posted positive returns during the eight-month reporting period ended August 31, 2010. The Fund’s Class A shares, at net asset value (NAV), outperformed both the Fund’s broad market and style-specific benchmark, the Barclays Capital New York Exempt Index, and the Fund’s peer group index, the Lipper New York Municipal Debt Funds Index. The Fund’s focus on the long-end of the yield curve and overweight positions in lower quality securities as well as non-rated issues were the main contributors to relative outperformance at NAV versus the Barclays Capital New York Exempt Index.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Cumulative total returns, 12/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    7.52 %
 
Class B Shares
    7.52  
 
Class C Shares
    7.20  
 
Class Y Shares
    7.74  
 
Barclays Capital New York Exempt Index (Broad Market/Style-Specific Index)
    6.65  
 
Lipper New York Municipal Debt Funds Index (Peer Group Index)
    7.12  
 
Invesco, IDC via FactSet; Lipper Inc.

 
How we invest
The Fund will normally invest at least 80% of its assets in securities that pay interest exempt from federal, New York state and New York City income taxes or other local income taxes. We generally invest the Fund’s assets in investment grade, New York municipal obligations. These municipal obligations will have the following ratings at the time of purchase:
n   Municipal bonds–within the four highest grades by Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Group (S&P), or Fitch Ratings (Fitch)
 
n   Municipal notes–within the two highest grades or, if not rated, have outstanding bonds within the four highest grades by Moody’s, S&P or Fitch
n   Municipal commercial paper–within the highest grade by Moody’s, S&P or Fitch We may also invest in unrated securities, which we judge to be of comparable quality to the securities described above. Additionally, we may invest up to 5% of the Fund’s net assets in municipal obligations rated below investment grade (commonly known as junk bonds) or, if unrated, of comparable quality based on our determination.
      We buy and sell New York municipal securities with a view toward seeking a high level of current income exempt from federal and New York state and New York city income taxes or other local income taxes. In selecting securities for purchase and sale, we use our research capabilities to identify and monitor investment


opportunities. In conducting research and analysis, we consider a number of factors, including general market and economic conditions and credit and interest rate risk.
     Portfolio securities are typically sold when our assessment of any of these factors materially change. Measures of interest rate risk that we evaluate include duration, coupon, maturity and call protection. Measures of credit risk evaluated include individual issuer analysis, sector weightings, geographic distribution and quality spreads.
 
Market conditions and your Fund
Market conditions during the eight-month period covered in this report were influenced by two broad themes: private sector recovery and concerns over sovereign creditworthiness. In the U.S. and most of the developed world, a gradual and somewhat lackluster economic recovery continued, with central banks keeping interest rates at extremely low levels, and few of them withdrawing their quantitative easing measures. This has helped private sector companies improve their balance sheets and earnings following the global financial crisis that began to dissipate in early 2009. Recently, however, investor skepticism of global governments’ abilities to retire huge amounts of debt without affecting economic growth rates caused sovereign debt distress (especially for


 
 
Portfolio Composition
By credit quality, based on total investments
         
AAA
    13.7 %
 
AA+
    4.6  
 
AA
    9.2  
 
AA-
    13.8  
 
A+
    13.4  
 
A
    4.2  
 
A-
    0.8  
 
BBB+
    9.0  
 
BBB
    7.6  
 
BBB-
    5.6  
 
BB+
    3.8  
 
BB-
    0.5  
 
N/A
    13.0  
 
Non-Rated
    1.8  
 
Cash
    -1.0  
 
Top 10 Holdings*
                 
  1.    
New York State Dormitory Authority – Cornell University
    7.0 %
 
  2.    
New York State Dormitory Authority – State University
    3.2  
 
  3.    
Puerto Rico Highway & Transportation Authority
    3.1  
 
  4.    
New York City Transitional Finance Authority
    3.0  
 
  5.    
New York City Health & Hospital Corp.
    3.0  
 
  6.    
New York City Industrial Development Agency
    2.9  
 
  7.    
New York State Dormitory Authority – Suffolk County
    2.8  
 
  8.    
City of New York
    2.4  
 
  9.    
Long Island Power Authority
    2.3  
 
  10.    
New York City Housing Development Corp.
    2.0  
 
 
 
         
Total Net Assets
  $72.2 million
 
       
Total Number of Holdings*
    97
 
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
  Source: Standard and Poor’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice. “Non-Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Standard and Poor’s rating methodology, please visit www.standardandpoors.com and select ‘Understanding Ratings’ under Rating Resources on the homepage.
 
*   Excluding cash equivalent holdings.


4   Invesco New York Tax-Free Income Fund


Table of Contents

Greece and other southern euro zone countries) and became a focal point of investor concern in the first half of 2010.
     In the U.S., economic recovery was present, although uneven and possibly slowing, as stubbornly high unemployment continued to weigh on the U.S. economy. Real gross domestic product (GDP), the broadest measure of overall U.S. economic activity, increased at an annual rate of 1.7% in the second quarter of 2010. In the first quarter, real GDP increased 3.7%.1 The U.S. Federal Reserve (the Fed) maintained a very accommodative monetary policy throughout the period, with the federal funds target rate unchanged in its range of zero to 0.25%.2 The Fed recently described its view of the U.S. economy: “Financial conditions have become less supportive of economic growth on balance, largely reflecting developments abroad.”2 Consequently, it was widely expected that the Fed would continue to keep rates low for an extended period.
     Sector performance was driven by credit quality spread tightening largely a result of continued flows into the municipal market combined with less tax-exempt issuance. As a result, BBB-rated and lower credit quality bonds outperformed. Fund flows continued to remain strong after a record 2009. In addition, the new issuance during the reporting period was about 1.5% ahead of last year’s pace: at $261.0 billion versus 257.3 billion.3 However, approximately 30% of supply since the beginning of the year was in the form of taxable Build America Bonds.3
     Historically, the state of New York has benefited from its broad-based and wealthy economy. However, the economic slowdown and concerns on Wall Street, as well as the volatility in the financial markets posed challenges for the state and its financial position. Like many states, New York is currently looking for solutions to compensate for declines in revenues, particularly falling personal income taxes.
     The Fund generated positive absolute returns for the period. In terms of yield curve positioning, an overweight to the long-end of the curve contributed to relative returns versus the Barclays Capital New York Exempt Index as this part of the curve generated the highest returns over the reporting period.
     As discussed earlier, during the reporting period lower rated tax-exempt bonds experienced significant price increases relative to high quality issues. An overweight exposure to BBB and non-rated bonds was a positive contributor to relative and absolute returns.
     At a sector level, the Fund’s underweight position in the tax-supported sector, specifically local general obligation bonds, and, to a lesser extent, the dedicated tax sector, was the primary performance detractor on a relative basis. At the industry level, we were overweight hospital revenue bonds, which contributed to positive relative returns. However, we continued to monitor the health care sector in light of recent health care reform, and we continued to diversify out of the sector by selling weaker issuers on analyst recommendations, including swapping deep discount hospital bonds for new issue higher coupon bonds and university revenue bonds.
     Our overweight exposure to industrial development revenue/pollution control revenue bonds over the reporting period also contributed to relative performance. However, our underweight in the transportation sector dampened relative returns.
     We use inverse floating rate securities in Invesco New York Tax-Free Income Fund to help manage duration, yield curve exposure and credit exposure, and to potentially enhance yield. Over the reporting period, the exposure to inverse floating rate securities within the fund contributed positively to the Fund return.
     Thank you for investing in Invesco New York Tax-Free Income Fund and for sharing our long-term investment horizon.
1   Bureau of Economic Analysis
 
2   U.S. Federal Reserve
 
3   Barclays Capital
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
(PHOTO OF MARK PARIS)
Mark Paris
Portfolio manager, is manager of Invesco New York Tax-Free Income Fund. Mr. Paris joined Invesco in 2010. He earned a B.B.A. in finance from the City University of New York.
(PHOTO OF ROBERT STRYKER)
Robert Stryker
Chartered Financial Analyst, portfolio manager, is manager of Invesco New York Tax-Free Income Fund. Mr. Stryker joined Invesco in 2010. He earned a B.S. in finance from the University of Illinois, Chicago.
(PHOTO OF JULIUS WILLIAMS)
Julius Williams
Portfolio manager, is manager of Invesco New York Tax-Free Income Fund. Mr. Williams joined Invesco in 2010. Mr.
Williams earned a B.A. in economics and sociology and an M.E. in educational psychology from the University of Virginia.


5   Invesco New York Tax-Free Income Fund


Table of Contents

 
Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Class since Inception
Fund data from 4/25/85, index data from 4/30/85
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges. Perfor-
mance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years
shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.


6   Invesco New York Tax-Free Income Fund


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Average Annual Total Returns  
As of 8/31/10, including maximum applicable sales charges  
 
       
Class A Shares
       
 
Inception (7/28/97)
    4.66 %
 
 10 Years
    4.99  
 
   5 Years
    3.88  
 
   1 Year
    6.25  
 
 
       
Class B Shares
       
 
Inception (4/25/85)
    6.49 %
 
 10 Years
    5.16  
 
   5 Years
    4.63  
 
   1 Year
    6.53  
 
 
       
Class C Shares
       
 
Inception (7/28/97)
    4.43 %
 
 10 Years
    4.85  
 
   5 Years
    4.33  
 
   1 Year
    9.91  
 
 
       
Class Y Shares
       
 
Inception (7/28/97)
    5.20 %
 
 10 Years
    5.62  
 
   5 Years
    5.15  
 
   1 Year
    11.76  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco New York Tax-Free Income Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco New York Tax-Free Income Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 0.90%, 0.89%, 1.40% and 0.65%, respectively.1 The total annual Fund

 
Average Annual Total Returns  
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.  
 
       
Class A Shares
       
 
Inception (7/28/97)
    4.42 %
 
 10 Years
    4.89  
 
   5 Years
    3.23  
 
   1 Year
    6.44  
 
 
       
Class B Shares
       
 
Inception (4/25/85)
    6.38 %
 
 10 Years
    5.05  
 
   5 Years
    4.01  
 
   1 Year
    6.75  
 
 
       
Class C Shares
       
 
Inception (7/28/97)
    4.20 %
 
 10 Years
    4.75  
 
   5 Years
    3.67  
 
   1 Year
    10.17  
 
 
       
Class Y Shares
       
 
Inception (7/28/97)
    4.97 %
 
 10 Years
    5.51  
 
   5 Years
    4.51  
 
   1 Year
    12.03  
operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C and Class Y shares was 1.13%, 1.12%, 1.63% and 0.88%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 4.75% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information
 


7   Invesco New York Tax-Free Income Fund


Table of Contents

 
Invesco New York Tax-Free Income Fund’s investment objective is to provide a high level of current income exempt from federal, New York state and New York city income tax or other local income taxes, consistent with the preservation of capital.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund.
 
    Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   Credit risk is the risk of loss on an investment due to the deterioration of an issuer’s financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer’s securities and may lead to the issuer’s inability to honor its contractual obligations, including making timely payment of interest and principal.
 
n   Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
n   Leases and installment purchase or conditional sale contract (which may provide for title to be leased asset to pass eventually to the issuer) have developed as a means for governmental issuers to acquire property and equipment without the necessity of complying with the constitutional and statutory requirements generally applicable for the issuance of debt. Certain lease obligations contain non-appropriation for the issuance of debt. Certain lease obligations contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for that purpose by the appropriate legislative body on an annual or other
    periodic basis. Consequently, continued lease payments on those lease obligations containing non-appropriation clauses are dependent on future legislative actions. If these legislative actions do not occur, the holders of the lease obligation may experience difficulty in exercising their rights, including deposition of the property.
 
n   The issuers of private activity bonds in which the Fund may invest may be negatively impacted by conditions affecting either the general credit of the user of the private activity project or the project itself. Conditions such as regulatory and environmental restrictions and economic downturns may lower the need for these facilities and the ability of the uses of the project to pay for the facilities. This could cause a decline in the Fund’s value.
 
n   The inverse floating rate municipal obligations in which the fund may invest include derivative instruments such as residual interest bonds (RIBs) or tender option bonds (TOBs). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third-party investors, and inverse floating residual interests, which are purchased by the Fund. There short-term floating rate interests have first priority on the cash flow from the bond held by the special purpose trust and the fund is paid the residual cash flow from the bond held by the special purpose trust.
 
n   The Fund may invest up to 20% of its total assets in securities subject to the federal alternative minimum tax.
 
About indexes used in this report
n   The Barclays Capital New York Exempt Index an unmanaged index that tracks the performance of New York issued municipal bonds rated at least Baa or BBB by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively and with maturities of 2 years or greater.
 
n   The Lipper New York Municipal Debt Fund Index is an unmanaged index considered representative of New York municipal debt funds tracked by Lipper.
 
n   The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
 
Fund Nasdaq Symbols
     
Class A Shares
  NYFAX
Class B Shares
  NYFBX
Class C Shares
  NYFCX
Class Y Shares
  NYFDX


8   Invesco New York Tax-Free Income Fund


Table of Contents

Schedule of Investments
 
August 31, 2010
 
 
                                 
            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
 
Municipal Obligations–(106.6%)
 
                       
 
Guam–(0.4%)
 
                       
Guam Power Authority, Ser 2010 A
    5.50 %     10/01/40     $ 185     $ 185,944  
 
Territory of Guam Section 30, Ser A
    5.625 %     12/01/29       135       143,540  
 
                              329,484  
 
 
New York–(96.7%)
 
                       
Albany County Airport Authority, Ser 2010 A (AGM Insd)(a)
    5.00 %     12/15/25       500       550,785  
 
Brooklyn Arena Local Development Corp., Ser 2009(b)
    0.00       07/15/34       1,510       346,273  
 
Brooklyn Arena Local Development Corp., Ser 2009
    6.25 %     07/15/40       200       214,656  
 
Brooklyn Arena Local Development Corp., Ser 2009
    6.375 %     07/15/43       200       214,804  
 
Chautauqua County Industrial Development Agency, Dunkirk Power Project
    5.875 %     04/01/42       425       444,129  
 
City of New York, Ser 2008 F1
    5.50 %     11/15/28       750       865,687  
 
City of New York, Subser 1993 A-10(c)(d)(e)
    0.24 %     08/01/16       180       180,000  
 
City of New York, Subser 2005 E-2(c)(d)(e)
    0.25 %     08/01/34       600       600,000  
 
City of New York, Subser 2006 I-8(c)(d)(e)
    0.25 %     04/01/36       1,700       1,700,000  
 
City of New York, Subser 2008 G-1
    6.25 %     12/15/35       400       477,064  
 
City of New York, Subser 2008 I-1
    5.00 %     02/01/25       405       456,054  
 
City of New York, Subser 2009 I-1
    5.25 %     04/01/32       900       1,002,807  
 
City of Troy Capital Resource Corp., Rensselaer Polytechnic Ser 2010 A
    5.00 %     09/01/30       500       524,060  
 
County of Nassau, Ser 2009 (AGC Insd)(a)
    5.00 %     10/01/27       675       766,962  
 
Essex County Industrial Development Agency, Ser A (AMT)
    5.20 %     12/01/23       500       500,415  
 
Long Island Power Authority, Ser 2000 A (AGM Insd)(a)(b)
    0.00 %     06/01/18       2,000       1,653,500  
 
Long Island Power Authority, Ser 2003 C (CIFG Insd)(a)
    5.25 %     09/01/29       405       479,702  
 
Madison County Industrial Development Agency, Colgate University Project Ser 2003 B
    5.00 %     07/01/33       1,000       1,028,510  
 
Metropolitan Transportation Authority, Dedicated Tax Refg Ser 2002 A (AGM Insd)(a)
    5.25 %     11/15/24       500       539,665  
 
Metropolitan Transportation Authority, Dedicated Tax Ser 2009 B
    5.00 %     11/15/34       500       539,760  
 
Metropolitan Transportation Authority, Ser 2009 B
    5.25 %     11/15/27       615       711,094  
 
Nassau County Industrial Development Agency, Ser A
    5.875 %     01/01/18       500       511,510  
 
Nassau County Tobacco Settlement Corp., Ser 2006
    5.25 %     06/01/26       1,000       955,540  
 
New York City Health & Hospital Corp., Health Ser 2003 A (AMBAC Insd)(a)
    5.25 %     02/15/22       2,000       2,159,380  
 
New York City Housing Development Corp., East Midtown Project Ser 1978
    6.50 %     11/15/18       1,327       1,331,223  
 
New York City Housing Development Corp., Ruppert Project Project Ser 1978
    6.50 %     11/15/18       1,384       1,457,947  
 
New York City Industrial Development Agency, 7 World Trade Center, LLC Ser 2005 A
    6.25 %     03/01/15       425       426,551  
 
New York City Industrial Development Agency, Airis JFK I LLC Ser 2001 A (AMT)
    5.50 %     07/01/28       1,000       905,790  
 
New York City Industrial Development Agency, IAC/Interactive Corp., Ser 2005
    5.00 %     09/01/35       625       588,475  
 
New York City Industrial Development Agency, New York Stock Exchange Refg Ser 2009
    5.00 %     05/01/25       500       548,185  
 
New York City Industrial Development Agency, Polytechnic University Refg Ser 2007 (ACA Insd)(a)
    5.25 %     11/01/37       500       486,560  
 
New York City Industrial Development Agency, Queens Baseball Stadium Ser 2006 (AMBAC Insd)(a)
    5.00 %     01/01/46       1,250       1,172,337  
 
New York City Industrial Development Agency, Staten Island University Hospital
    6.375 %     07/01/31       420       424,683  
 
New York City Industrial Development Agency, Terminal One Group Association Ser 2005 (AMT)
    5.50 %     01/01/24       2,000       2,085,100  
 
New York City Municipal Water Finance Authority, Water and Sewer System Second General Resolution Ser 2009 FF
    5.50 %     06/15/40       1,000       1,139,990  
 
New York City Transitional Finance Authority, 2010 Subser A-1(f)
    5.00 %     05/01/30       1,965       2,199,187  
 
New York City Transitional Finance Authority, Building Aid, Ser 2009 S-3
    5.25 %     01/15/27       500       565,525  
 
New York City Transitional Finance Authority, Building Aid, Ser 2009 S-3
    5.25 %     01/15/39       500       545,745  
 
New York City Transitional Finance Authority, Ser 2009 2
    6.00 %     07/15/33       350       410,393  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco New York Tax-Free Income Fund


Table of Contents

                                 
            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
 
New York–(continued)
 
                       
                                 
New York City Transitional Finance Authority, Ser 2009 S-5
    5.00 %     01/15/31     $ 595     $ 635,859  
 
New York Counties Tobacco Trust IV, Ser 2005 A
    5.00 %     06/01/45       1,000       753,730  
 
New York Liberty Development Corp., Ser 2010 3
    6.375 %     07/15/49       500       537,350  
 
New York Mortgage Agency, Homeowner Ser 143 (AMT)
    4.90 %     10/01/37       975       976,043  
 
New York State Dormitory Authority, Brooklyn Law School Ser 2009
    5.75 %     07/01/33       660       729,934  
 
New York State Dormitory Authority, Catholic Health Long Island–St Francis Hospital Ser 2004
    5.00 %     07/01/27       1,000       1,020,890  
 
New York State Dormitory Authority, Cornell University–Ser 2009 A(f)
    5.00 %     07/01/35       4,725       5,053,340  
 
New York State Dormitory Authority, Court Facilities Lease Ser 2005 A (AMBAC Insd)(a)
    5.50 %     05/15/27       710       860,200  
 
New York State Dormitory Authority, Court Facilities Lease Ser 2005 A (AMBAC Insd)(a)
    5.50 %     05/15/31       555       649,861  
 
New York State Dormitory Authority, Fordham University Ser 2008 B (AGC Insd)(a)
    5.00 %     07/01/33       500       537,665  
 
New York State Dormitory Authority, Manhattan College Ser 2007 A (RADIAN Insd)(a)
    5.00 %     07/01/41       400       394,400  
 
New York State Dormitory Authority, Manhattan Marymount 2009
    5.25 %     07/01/29       500       519,475  
 
New York State Dormitory Authority, Mental Health Services Facilities Improvement Ser A (AGM Insd)(a)
    5.00 %     02/15/27       500       546,465  
 
New York State Dormitory Authority, Montefiore Hospital–FHA Insured Mtge Ser 2004 (NATL-RE & FGIC Insd)(a)
    5.00 %     08/01/29       1,000       1,037,620  
 
New York State Dormitory Authority, New York School District Ser 2008 D (AGC Insd)(a)
    5.75 %     10/01/24       500       585,890  
 
New York State Dormitory Authority, New York School District Ser 2009 C (AGC Insd)(a)
    5.00 %     10/01/24       500       568,330  
 
New York State Dormitory Authority, New York University Ser 1 (CR) (BHAC & AMBAC Insd)(a)
    5.50 %     07/01/31       680       820,189  
 
New York State Dormitory Authority, New York University Ser 2008
    5.00 %     07/01/38       660       703,289  
 
New York State Dormitory Authority, North Shore Long Island Jewish, Ser 2009 A
    5.50 %     05/01/37       500       528,900  
 
New York State Dormitory Authority, Orange Regional Medical Center Ser 2008
    6.125 %     12/01/29       500       517,770  
 
New York State Dormitory Authority, School District Ser 2002 C (NATL-RE Insd)(a)
    5.25 %     04/01/21       1,000       1,085,450  
 
New York State Dormitory Authority, School District Ser 2002 E (NATL-RE Insd)(a)
    5.50 %     10/01/17       1,000       1,081,880  
 
New York State Dormitory Authority, St Francis College Ser 2010
    5.00 %     10/01/40       350       356,934  
 
New York State Dormitory Authority, St Josephs College Ser 2010
    5.25 %     07/01/35       500       517,440  
 
New York State Dormitory Authority, State University Ser 1993 A
    5.25 %     05/15/15       2,000       2,292,500  
 
New York State Dormitory Authority, Suffolk County Judicial Ser 1986 (ETM)
    7.375 %     07/01/16       1,665       1,990,524  
 
New York State Dormitory Authority, Winthrop South Nassau University Health Ser 2003 B
    5.50 %     07/01/23       750       774,022  
 
New York State Energy Research & Development Authority, Ser 1991 B(c)(d)(g)
    13.076 %     07/01/26       700       702,968  
 
New York State Environmental Facilities Corp., Ser 2010 C
    5.00 %     10/15/39       400       438,536  
 
New York State Environmental Facilities Corp., State Clean Water and Drinking Water, Ser 2005 B
    5.50 %     04/15/35       310       387,178  
 
New York State Environmental Facilities Corp., State Clean Water and Drinking Water, Ser 2009 A(f)
    5.13 %     06/15/38       900       985,878  
 
New York State Thruway Authority, Ser 2007 H (NATL-RE & FGIC Insd)(a)
    5.00 %     01/01/29       1,000       1,074,470  
 
New York State Thruway Authority, Ser 2009 B
    5.00 %     04/01/29       500       551,860  
 
New York State Urban Development Corp., Service Contract Ref Ser 2008 B
    5.25 %     01/01/24       750       843,585  
 
North Syracuse Central School District, Onondaga County Ref Ser 2009 A (NATL-RE & FGIC Insd)(a)
    5.00 %     06/15/23       935       1,105,058  
 
Oneida County Industrial Development Agency, St. Elizabeth Medical Center, Ser A
    5.875 %     12/01/29       425       425,081  
 
Onondaga Civic Development Corp., Le Moyne College Project Ser 2010
    5.375 %     07/01/40       440       453,006  
 
Seneca County Industrial Development Agency, Seneca Meadows, Inc. Ser 2008 (AMT)(h)
    6.625 %     10/01/35       350       354,564  
 
Suffolk County Industrial Development Agency, Jeffersons Ferry Ser 2006
    5.00 %     11/01/28       1,000       970,880  
 
Town of Hempstead Local Development Corp., Molloy College, Ser 2009
    5.75 %     07/01/39       545       584,720  
 
Triborough Bridge & Tunnel Authority, Ser 2008
    4.75 %     11/15/29       200       215,836  
 
Triborough Bridge & Tunnel Authority, Ser 2008
    5.00 %     11/15/37       500       534,385  
 
Trust for Cultural Resources, Carnegie Hall Ser A
    5.00 %     12/01/39       350       369,061  
 
TSASC, Inc., Tobacco Settlement Ser 2006-1
    5.125 %     06/01/42       475       384,964  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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            Principal
   
    Interest
  Maturity
  Amount
   
    Rate   Date   (000)   Value
 
 
New York–(continued)
 
                       
                                 
United Nations Development Corp., Ser 2009 A
    5.00 %     07/01/26     $ 810     $ 898,023  
 
Westchester Tobacco Asset Securitization, Ser 2005
    5.125 %     06/01/45       1,000       763,840  
 
                              69,829,891  
 
 
Puerto Rico–(8.2%)
 
                       
Puerto Rico Commonwealth Infrastructure Financing Authority, Ser 2005 C (AMBAC Insd)(a)
    5.50 %     07/01/27       275       304,788  
 
Puerto Rico Electric Power Authority, Ser 2007 TT
    5.00 %     07/01/37       1,000       1,024,930  
 
Puerto Rico Electric Power Authority, Ser WW
    5.25 %     07/01/33       500       524,495  
 
Puerto Rico Highway & Transportation Authority, Refg Ser 1993 X
    5.50 %     07/01/15       2,000       2,219,140  
 
Puerto Rico Infrastructure Financing Authority, Ser 2000 A(i)
    5.375 %     10/01/10       1,000       1,014,320  
 
Puerto Rico Sales Tax Financing Corp., Ser 2009 A(i)
    5.00 %     08/01/39       345       360,076  
 
Puerto Rico Sales Tax Financing Corp., Ser 2010 A(b)
    0.00 %     08/01/34       1,000       239,770  
 
Puerto Rico Sales Tax Financing Corp., Ser 2010 A
    5.375 %     08/01/39       215       227,105  
 
                              5,914,624  
 
 
Virgin Islands–(1.3%)
 
                       
Virgin Islands Public Finance Authority, Matching Fund Loan Diago A
    6.625 %     10/01/29       345       391,140  
 
Virgin Islands Public Finance Authority, Matching Fund Loan Note-Senior Lien A
    5.00 %     10/01/29       500       516,380  
 
                              907,520  
 
TOTAL INVESTMENTS–106.6% (Cost $72,170,313)
                            76,981,519  
 
OTHER ASSETS LESS LIABILITIES–0.4%
                            316,396  
 
 
Floating Rate Note and Dealer Trusts Obligations Related to Securities Held–(7.0)
 
                       
Notes with interest rates of 0.31% at 08/31/10 and contractual maturities of collateral ranging from 05/01/28 to 06/15/38 (See Note 1I)(j)                             (5,065,000 )
 
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS–100.0%
                          $ 72,232,915  
 
 
Investment Abbreviations:
 
     
ACA
  – ACA Financial Guaranty Corp.
AGC
  – Assured Guaranty Corp.
AGM
  – Assured Guaranty Municipal Corp.
AMBAC
  – AMBAC Assurance Corp.
AMT
  – Alternative Minimum Tax
BHAC
  – Berkshire Hathaway Assurance Corp.
CIFG
  – CIFG Assurance North America, Inc.
CR
  – Custodial Receipts
ETM
  – Escrowed to Maturity
FGIC
  – Financial Guaranty Insurance Co.
FHA
  – Federal Housing Administration
NATL-RE
  – National Public Finance Guarantee Corp.
 
Notes to Schedule of Investments:
 
(a) Principal and/or interest payments are secured by the bond insurance company listed.
(b) Capital appreciation bond.
(c) Demand security payable upon demand by the Fund at specified time intervals no greater than thirteen months. Interest rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2010.
(d) Security is considered a cash equivalent.
(e) Principal and interest payments are fully enhanced by a letter of credit from the bank listed or a predecessor bank, branch or subsidiary.
(f) Underlying security related to Special Purpose Trusts entered into by the Fund (See Note 1I).
(g) Current coupon rate for inverse floating rate municipal obligations (See Note 9). This rate resets periodically as the auction rate on the related security changes. Positions in inverse floating rate municipal obligations have a total value of $702,968 which represents 1.0% of net assets applicable to common shareholders.
(h) Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2010 was $354,564 which represented 0.5% of the Fund’s Net Assets.
(i) Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral.
(j) Floating rate note obligations related to securities held. The interest rates shown reflect the rates in effect at August 31, 2010. At August 31, 2010, the Fund’s investments with a value of $8,238,405 are held by the Dealer Trusts and serve as collateral for the $5,065,000 in floating rate note and dealer trust obligations outstanding at that date.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $72,170,313)
  $ 76,981,519  
 
Receivable for:
       
Fund shares sold
    31,079  
 
Interest
    781,700  
 
Fund expenses absorbed
    7,584  
 
Other Assets
    5,565  
 
Total assets
    77,807,447  
 
 
Liabilities:
 
Floating rate note and dealer trusts obligations
    5,065,000  
 
Payable for:
       
Fund shares reacquired
    105,586  
 
Amount due to custodian
    265,946  
 
Dividends
    6,820  
 
Accrued fees to affiliates
    25,918  
 
Accrued other operating expenses
    39,688  
 
Trustee deferred compensation and retirement plans
    65,574  
 
Total liabilities
    5,574,532  
 
Net assets applicable to shares outstanding
  $ 72,232,915  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 68,120,430  
 
Undistributed net investment income
    240,927  
 
Undistributed net realized gain (loss)
    (939,648 )
 
Unrealized appreciation
    4,811,206  
 
    $ 72,232,915  
 
 
Net Assets:
 
Class A
  $ 46,528,379  
 
Class B
  $ 14,952,387  
 
Class C
  $ 3,808,569  
 
Class Y
  $ 6,943,580  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    4,149,865  
 
Class B
    1,342,776  
 
Class C
    342,497  
 
Class Y
    626,115  
 
Class A:
       
Net asset value per share
  $ 11.21  
 
Maximum offering price per share,
(Net asset value of $11.21 divided by 94.50%)
  $ 11.86  
 
Class B:
       
Net asset value and offering price per share
  $ 11.14  
 
Class C:
       
Net asset value and offering price per share
  $ 11.12  
 
Class Y:
       
Net asset value and offering price per share
  $ 11.09  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the period January 1, 2010 through August 31, 2010 and the year ended December 31, 2009
 
 
                 
    Eight months ended
  Year ended
    August 31,
  December 31,
    2010   2009
 
 
Investment income:
 
       
Interest
  $ 2,506,944     $ 3,861,491  
 
 
Expenses
 
       
Advisory fees
    217,704       324,540  
 
Administrative services fees
    35,507       55,241  
 
Custodian fees
    2,038       2,163  
 
Distribution fees:
               
Class A
    76,708       111,849  
 
Class B
    33,897       57,069  
 
Class C
    16,000       23,472  
 
Transfer agent fees
    19,750       29,814  
 
Trustees’ and officers’ fees and benefits
    17,623       8,662  
 
Professional fees
    43,126       101,626  
 
Reports to shareholder fees
    27,475       42,341  
 
Interest and residual trust expenses
    31,889       12,104  
 
Other
    17,213       30,996  
 
Total expenses
    538,930       799,877  
 
Less: Fees waived
    (78,878 )     (167,803 )
 
Net expenses
    460,052       632,074  
 
Net investment income
    2,046,892       3,229,417  
 
 
Realized and unrealized gain (loss):
 
       
Investment securities
    366,947       (1,208,689 )
 
Futures contracts
          252,326  
 
      366,947       (956,363 )
 
Change in unrealized appreciation (depreciation) on:
               
Investment securities
    2,704,990       8,273,640  
 
Futures contracts
          (389,001 )
 
      2,704,990       7,884,639  
 
Net realized and unrealized gain
    3,071,937       6,928,276  
 
Net increase in net assets resulting from operations
  $ 5,118,829     $ 10,157,693  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statements of Changes in Net Assets
 
For the period ended January 1, 2010 through August 31, 2010 and the years ended December 31, 2009 and 2008, respectively.
 
 
                         
    Eight Months Ended
  Year ended
  Year ended
    August 31,
  December 31,
  December 31,
    2010   2009   2008
 
 
Operations:
 
               
Net investment income
  $ 2,046,892     $ 3,229,417     $ 3,461,845  
 
Net realized gain (loss)
    366,947       (956,363 )     1,788,426  
 
Change in net unrealized appreciation (depreciation)
    2,704,990       7,884,639       (8,753,239 )
 
Net increase (decrease) in net assets resulting from operations
    5,118,829       10,157,693       (3,502,968 )
 
 
Distributions to shareholders from net investment income:
 
               
Class A shares
    (1,348,666 )     (2,069,014 )     (2,147,722 )
 
Class B shares
    (399,841 )     (691,933 )     (726,603 )
 
Class C shares
    (82,371 )     (128,410 )     (113,961 )
 
Class Y shares
    (186,410 )     (305,375 )     (449,044 )
 
Total Dividends
    (2,017,288 )     (3,194,732 )     (3,437,330 )
 
 
Distributions to shareholders from net realized gains:
 
               
Class A shares
          (999,885 )     (562,640 )
 
Class B shares
          (334,293 )     (189,157 )
 
Class C shares
          (72,059 )     (33,640 )
 
Class Y shares
          (139,005 )     (97,233 )
 
Total Distributions from net realized gains
          (1,545,242 )     (882,670 )
 
Net increase (decrease) from in net assets resulting from share transactions
    (1,215,025 )     (1,870,657 )     (4,956,603 )
 
Net increase (decrease) in net assets
    1,886,516       3,547,062       (12,779,571 )
 
 
Net Assets:
 
               
Beginning of year
    70,346,399       66,799,337       79,578,908  
 
End of year (Includes undistributed net investment income of $240,927, $212,455 and $191,563, respectively)
  $ 72,232,915     $ 70,346,399     $ 66,799,337  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco New York Tax-Free Income Fund (the “Fund”), is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust, (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  On August 31, 2010, the Fund’s fiscal year-end changed from December 31 to August 31.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley New York Tax-Free Income Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010, (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to provide as high a level of current income exempt from federal and California income tax, as is consistent with the preservation of capital.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
 
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A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    Securities are fair valued using an evaluated quote provided by an independent pricing service approved by the Board of Trustees. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices and may reflect appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Securities with a demand feature exercisable within one to seven days are valued at par. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and principal payments.
    Securities for which market quotations either are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Some of the factors which may be considered in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restrictions on transferability or disposition; trading in similar securities by the same issuer or comparable companies; relevant political, economic or issuer specific news; and other relevant factors under the circumstances.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates realized and unrealized capital gains and losses to a class based on the relative net assets of each class. The Fund allocates income to a class based on the relative value of the settled shares of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable and tax-exempt earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
 
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I. Floating Rate Obligations Related to Securities Held — The Fund enters into transactions in which it transfers to Special Purpose Trusts established by a Broker Dealer (“Dealer Trusts”) fixed rate bonds in exchange for cash and residual interests in the Dealer Trusts’ assets and cash flows, which are in the form of inverse floating rate investments. The Dealer Trusts fund the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Fund to retain residual interest in the bonds. The Fund may enter into shortfall agreements with the Dealer Trusts which commit the Fund to pay the Dealer Trusts, in certain circumstances, the difference between the liquidation value of the fixed rate bonds held by the Dealer Trusts and the liquidation value of the floating rate notes held by third parties, as well as any shortfalls in interest cash flows. The residual interests held by the Fund (inverse floating rate investments) include the right of the Fund (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the Dealer Trusts to the Fund, thereby collapsing the Dealer Trusts. The Fund accounts for the transfer of bonds to the Dealer Trusts as secured borrowings, with the securities transferred remaining in the Fund’s investment assets, and the related floating rate notes reflected as Fund liabilities under the caption “Floating rate note and dealer trust obligations” on the Statement of Assets and Liabilities. The Fund records the interest income from the fixed rate bonds under the caption “Interest” and records the expenses related to floating rate obligations and any administrative expenses of the Dealer Trusts under the caption “Interest and residual trust expenses” on the Statement of Operations. The floating rate notes issued by the Dealer Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the Dealer Trusts for redemption at par at each reset date. The average floating rate notes outstanding and average annual interest and fee rate related to residual interests during the eight months ended August 31, 2010 were $4,993,333 and 0.96%, respectively.
J. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
K. Other Risks — The value of, payment of interest on, repayment of principal for and the ability to sell a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located.
  Since, many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and a Fund’s investments in municipal securities.
  There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets.
 
         
Average Net Assets   Rate
 
First $500 million
    0 .47%
 
Over $500 million
    0 .445%
 
 
  Prior to the Reorganization, the Acquired Fund paid an advisory fee of $135,466 to Morgan Stanley Investment Advisors Inc. (“MSIA”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement approved by shareholders of the Funds between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Funds, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to each Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective on the Reorganization date, the Adviser has contractually agreed, through June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 0.90%, 1.40%, 1.40% and 0.65% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary items or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay
 
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because of an expense offset arrangement. Unless the Board of Trustees and the Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
  Prior to the Reorganization, MSIA and Morgan Stanley Services Company Inc. (“MSSC”) had voluntarily agreed to cap the Acquired Fund’s operating expenses at 0.65% of the average daily net assets of the Acquired Fund.
  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds. Prior to the Reorganization, investment advisory fees paid by the Acquired Fund were reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class shares.
  For period January 1, 2010 to August 31, 2010, the Adviser and MSIA waived advisory fees of $29,770 and $49,108, respectively. For the year ended December 31, 2009, MSIA waived advisory fees of $146,552.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $22,904 to MSSC. For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees.
  Also, the Trust has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $11,653 to Morgan Stanley Trust, which served as the Acquired Fund’s transfer agent. For period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”), an affiliate of the Adviser. The Fund has adopted a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will reimburse IDI for distribution related expenses that IDI incurs up to a maximum of the following annual rates; (1) Class A — up to 0.25% of the average daily net assets of Class A shares; (2) Class B — up to 1.00% of the average daily net assets of Class B shares and (3) Class C — up to 1.00% of the average daily net assets of Class C shares.
  In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by IDI, but not yet reimbursed to IDI may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distributors Inc. (“MSDI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, for the period January 1, 2010 to August 31, 2010 the Acquired Fund paid $14,447 to MSDI.
  For the period January 1, 2010 to August 31, 2010 and the year ended December 31, 2009, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees. For the year ended December 31, 2009, MSDI waived $21,251.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $901 in front-end sales commissions from the sale of Class A shares and $5, $418 and $0 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period January 1 to May 31, 2010, MSDI retained $4,825 in front-end sales commissions from the sale of Class A shares and $58, $254 and $2,696 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the year ended December 31, 2009, MSDI retained $19,797 in front-end sales commissions from the sale of Class A shares and $94, $5,033 and $56 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
 
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  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Municipal Obligations
  $     $ 76,981,519     $     $ 76,981,519  
 
 
NOTE 4—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 5—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
NOTE 6—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Period Ended August 31, 2010 and Years Ended December 31, 2009 and 2008:
 
                         
    August 31,
  December 31,
  December 31,
    2010   2009   2008
 
Tax-exempt income
  $ 2,017,288     $ 3,194,706     $ 3,436,931  
 
Ordinary income
          617,351       35,803  
 
Long-term capital gain
          927,917       847,266  
 
Total distributions
  $ 2,017,288     $ 4,739,974     $ 4,320,000  
 
 
Tax Components of Net Assets at Period-End:
 
         
    August 31,
    2010
 
Undistributed tax-exempt income
  $ 87,745  
 
Net unrealized appreciation — investments
    5,044,874  
 
Temporary book/tax differences
    (65,575 )
 
Capital loss carryforward
    (954,559 )
 
Shares of beneficial interest
    68,120,430  
 
Total net assets
  $ 72,232,915  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to bond premium amortization and tender option bonds.
  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee retirement plan benefits.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund utilized $231,342 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2017
  $ 954,559  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
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NOTE 7—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the period ended August 31, 2010 was $12,754,345 and $15,256,672, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 5,819,986  
 
Aggregate unrealized (depreciation) of investment securities
    (775,112 )
 
Net unrealized appreciation of investment securities
  $ 5,044,874  
 
Cost of investments for tax purposes is $71,936,645.
 
NOTE 8—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of bond premium amortization on August 31, 2010, undistributed net investment income was decreased by $1,132 and undistributed net realized gain (loss) was increased by $1,132. This reclassification had no effect on the net assets of the Fund.
 
NOTE 9—Share Information
 
 
                                                 
    Summary of Share Activity
    Eight months ended
  Year ended
  Year ended
    August 31, 2010(a)   December 31, 2009   December 31, 2008
    Shares   Amount   Shares   Amount   Shares   Amount
 
Class A
                                               
Sold
    720,511     $ 7,840,290       109,018     $ 1,153,786       186,121     $ 2,035,163  
 
Reinvestment of dividends and distributions
    110,526       1,198,724       279,522       2,897,033       242,197       2,524,353  
 
Redeemed
    (950,248 )     (10,394,840 )     (470,342 )     (4,909,047 )     (525,591 )     (5,551,683 )
 
Net increase (decrease)
    (119,211 )     (1,355,826 )     (81,802 )     (858,228 )     (97,273 )     (992,167 )
 
Class B
                                               
Sold
    665,555       7,245,923       104,467       1,087,201       113,003       1,167,995  
 
Reinvestment of dividends and distributions
    31,379       337,366       92,244       949,194       78,843       816,229  
 
Redeemed
    (759,706 )     (8,197,338 )     (249,422 )     (2,589,834 )     (325,269 )     (3,410,069 )
 
Net increase (decrease)
    (62,772 )     (614,049 )     (52,711 )     (553,439 )     (133,423 )     (1,425,845 )
 
Class C
                                               
Sold
    77,020       836,095       60,818       625,415       13,198       140,328  
 
Reinvestment of dividends and distributions
    6,819       73,317       18,265       187,685       11,658       120,716  
 
Redeemed
    (52,507 )     (564,116 )     (24,224 )     (252,825 )     (31,379 )     (312,781 )
 
Net increase (decrease)
    31,332       345,296       54,859       560,275       (6,523 )     (51,737 )
 
Class Y
                                               
Sold
    113,389       1,243,241       27,511       284,961       15,372       165,878  
 
Reinvestment of dividends and distributions
    14,831       159,082       37,684       386,211       49,704       514,638  
 
Redeemed
    (92,217 )     (992,769 )     (164,291 )     (1,690,437 )     (313,472 )     (3,167,370 )
 
Net increase (decrease)
    36,003       409,554       (99,096 )     (1,019,265 )     (248,396 )     (2,486,854 )
 
Net increase (decrease) in share activity
    (114,648 )   $ (1,215,025 )     (178,750 )   $ (1,870,657 )     (485,615 )   $ (4,956,603 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 81% of the outstanding shares of the Fund. The Fund and the Fund’s principal underwriter or advisor, are parties to participation agreements with these entities whereby these entities sell units of interest in separate accounts funding variable products that are invested in the Fund. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and or Invesco affiliates including but not limited to services such as, securities brokerage, third party record keeping and account servicing and administrative services. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 10—Purposes and Risks Relating to Certain Financial Instruments
 
The Fund may invest a portion of its assets in inverse floating rate municipal securities, which are variable debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. These investments are typically used by the Fund in seeking to enhance the yield of the portfolio. Inverse floating rate investments tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate investments have varying degrees of liquidity. Inverse floating rate securities in which the Fund may invest include derivative instruments such as residual interest bonds (“RIBs”) or tender option bonds (“TOBs”). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds (which may be tendered by the Fund in certain instances) and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bonds held by the special purpose trust and the Fund is paid the residual cash flow from the bonds held by the special purpose trust.
  The Fund generally invests in inverse floating rate investments that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The market value of a “leveraged” inverse floating rate investment generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate investments generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause the Fund’s net asset value to be more volatile than if it had not invested in inverse floating rate investments.
  In certain instances, the short-term floating rate interests created by the special purpose trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed rate bonds may be collapsed. In the case of RIBs or TOBs created by the contribution of long-term fixed income bonds by the Fund, the Fund will then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation.
  The Fund may also invest in private placement securities. TOBs are presently classified as private placement securities. Private placement securities are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended or are otherwise not readily marketable. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such securities.
 
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NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                                 
    Class A
    Eight months ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
Net asset value, beginning of period
  $ 10.73     $ 9.92     $ 11.03     $ 11.29     $ 11.31     $ 11.67  
 
Income (loss) from investment operations:
Net investment income
    0.32       0.49       0.49       0.50       0.49       0.52  
 
Net realized and unrealized gain (loss)
    0.48       1.04       (0.99 )     (0.26 )     0.03       (0.17 )
 
Total income (loss) from investment operations
    0.80       1.53       (0.50 )     0.24       0.52       0.35  
 
Less dividends and distributions from:
Net investment income
    (0.32 )     (0.48 )     (0.48 )     (0.49 )     (0.48 )     (0.51 )
 
Net realized gain
          (0.24 )     (0.13 )     (0.01 )     (0.06 )     (0.20 )
 
Total dividends and distributions
    (0.32 )     (0.72 )     (0.61 )     (0.50 )     (0.54 )     (0.71 )
 
Net asset value, end of period
  $ 11.21     $ 10.73     $ 9.92     $ 11.03     $ 11.29     $ 11.31  
 
Total return(a)
    7.55 %     15.91 %     (4.63 )%     2.33 %     4.63 %     3.10 %
 
Net assets, end of period, (000’s omitted)
  $ 46,528     $ 45,803     $ 43,152     $ 49,048     $ 57,776     $ 63,437  
 
Ratios to average net assets:
Total expenses
With fee waivers and/or expense reimbursements
    0.97 %(b)     0.92 %     0.91 %     1.00 %     0.91 %     0.90 %
 
Without fee waivers and/or expense reimbursements
    1.14 %(b)     1.13 %     1.06 %     1.16 %     1.03 %     1.00 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    0.90 %(b)     0.90 %     0.91 %     0.90 %     0.91 %     0.90 %
 
Net investment income
    4.44 %(b)     4.67 %     4.58 %     4.49 %     4.32 %     4.37 %
 
Supplemental data:
Portfolio turnover(c)
    19 %     41 %     9 %     4 %     12 %     15 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $46,088.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                                 
    Class B
    Eight months ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
Net asset value, beginning of period
  $ 10.65     $ 9.85     $ 10.95     $ 11.21     $ 11.24     $ 11.59  
 
Income (loss) from investment operations:
Net investment income
    0.31       0.49       0.49       0.51       0.51       0.48  
 
Net realized and unrealized gain (loss)
    0.48       1.03       (0.98 )     (0.26 )     0.02       (0.15 )
 
Total income (loss) from investment operations
    0.79       1.52       (0.49 )     0.25       0.53       0.33  
 
Less dividends and distributions from:
Net investment income
    (0.30 )     (0.48 )     (0.48 )     (0.50 )     (0.50 )     (0.48 )
 
Net realized gain
          (0.24 )     (0.13 )     (0.01 )     (0.06 )     (0.20 )
 
Total dividends and distributions
    (0.30 )     (0.72 )     (0.61 )     (0.51 )     (0.56 )     (0.68 )
 
Net asset value, end of period
  $ 11.14     $ 10.65     $ 9.85     $ 10.95     $ 11.21     $ 11.24  
 
Total return(a)
    7.55 %     15.90 %     (4.60 )%     2.36 %     4.84 %     2.93 %
 
Net assets, end of period, (000’s omitted)
  $ 14,952     $ 14,970     $ 14,360     $ 17,424     $ 22,629     $ 26,952  
 
Ratios to average net assets:
Total expenses
With fee waivers and/or expense reimbursements
    1.08 %(b)     0.91 %     0.90 %     0.87 %     0.72 %     1.21 %
 
Without fee waivers and/or expense reimbursements
    1.25 %(b)     1.26 %     1.05 %     1.03 %     0.84 %     1.31 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    1.01 %(b)     0.89 %     0.90 %     0.77 %     0.72 %     1.21 %
 
Net investment income
    4.33 %(b)     4.68 %     4.59 %     4.62 %     4.51 %     4.06 %
 
Supplemental data:
Portfolio turnover(c)
    19 %     41 %     9 %     4 %     12 %     15 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $14,223.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                                 
    Class C
    Eight months ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
Net asset value, beginning of period
  $ 10.64     $ 9.86     $ 10.96     $ 11.22     $ 11.25     $ 11.60  
 
Income (loss) from investment operations:
Net investment income
    0.28       0.43       0.43       0.44       0.43       0.45  
 
Net realized and unrealized gain (loss)
    0.48       1.02       (0.97 )     (0.26 )     0.03       (0.16 )
 
Total income (loss) from investment operations
    0.76       1.45       (0.54 )     0.18       0.46       0.29  
 
Less dividends and distributions from:
Net investment income
    (0.28 )     (0.43 )     (0.43 )     (0.43 )     (0.43 )     (0.44 )
 
Net realized gain
          (0.24 )     (0.13 )     (0.01 )     (0.06 )     (0.20 )
 
Total dividends and distributions
    (0.28 )     (0.67 )     (0.56 )     (0.44 )     (0.49 )     (0.64 )
 
Net asset value, end of period
  $ 11.12     $ 10.64     $ 9.86     $ 10.96     $ 11.22     $ 11.25  
 
Total return(a)
    7.23 %     15.09 %     (5.07 )%     1.80 %     4.11 %     2.51 %
 
Net assets, end of period, (000’s omitted)
  $ 3,809     $ 3,311     $ 2,526     $ 2,881     $ 2,832     $ 4,152  
 
Ratios to average net assets:
Total expenses
With fee waivers and/or expense reimbursements
    1.47 %(b)     1.42 %     1.41 %     1.51 %     1.41 %     1.41 %
 
Without fee waivers and/or expense reimbursements
    1.64 %(b)     1.63 %     1.56 %     1.67 %     1.53 %     1.51 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    1.40 %(b)     1.40 %     1.41 %     1.41 %     1.41 %     1.41 %
 
Net investment income
    3.94 %(b)     4.17 %     4.08 %     3.98 %     3.82 %     3.86 %
 
Supplemental data:
Portfolio turnover(c)
    19 %     41 %     9 %     4 %     12 %     15 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $3,204.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
 
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NOTE 11—Financial Highlights—(continued)
 
                                                 
    Class Y
    Eight months ended
                   
    August 31,
  Year ended December 31,
    2010   2009   2008   2007   2006   2005
 
Selected per share data:
Net asset value, beginning of period
  $ 10.61     $ 9.81     $ 10.91     $ 11.16     $ 11.19     $ 11.55  
 
Income (loss) from investment operations:
Net investment income
    0.34       0.51       0.51       0.52       0.51       0.53  
 
Net realized and unrealized gain (loss)
    0.47       1.03       (0.97 )     (0.25 )     0.03       (0.16 )
 
Total income (loss) from investment operations
    0.81       1.54       (0.46 )     0.27       0.54       0.37  
 
Less dividends and distributions from:
Net investment income
    (0.33 )     (0.50 )     (0.51 )     (0.51 )     (0.51 )     (0.53 )
 
Net realized gain
          (0.24 )     (0.13 )     (0.01 )     (0.06 )     (0.20 )
 
Total dividends and distributions
    (0.33 )     (0.74 )     (0.64 )     (0.52 )     (0.57 )     (0.73 )
 
Net asset value, end of period
  $ 11.09     $ 10.61     $ 9.81     $ 10.91     $ 11.16     $ 11.19  
 
Total return(a)
    7.78 %     16.22 %     (4.40 )%     2.56 %     4.89 %     3.27 %
 
Net assets, end of period, (000’s omitted)
  $ 6,944     $ 6,262     $ 6,761     $ 10,226     $ 10,824     $ 9,483  
 
Ratios to average net assets:
Total expenses
With fee waivers and/or expense reimbursements
    0.72 %(b)     0.67 %     0.66 %     0.76 %     0.66 %     0.66 %
 
Without fee waivers and/or expense reimbursements
    0.89 %(b)     0.88 %     0.81 %     0.92 %     0.78 %     0.76 %
 
With fee waivers and/or expense reimbursements, exclusive of interest and residual trust expense
    0.65 %(b)     0.65 %     0.66 %     0.66 %     0.66 %     0.66 %
 
Net investment income
    4.69 %(b)     4.92 %     4.83 %     4.73 %     4.57 %     4.61 %
 
Supplemental data:
Portfolio turnover(c)
    19 %     41 %     9 %     4 %     12 %     15 %
 
(a) 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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Ratios are annualized and based on average daily net assets (000’s omitted) of $6,060.
(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
NOTE 12—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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NOTE 11—Financial Highlights—(continued)
 
Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco New York Tax-Free Income Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco New York Tax-Free Income Fund (formerly known as Morgan Stanley New York Tax-Free Income Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, the statement of changes in net assets and the financial highlights of the Fund for the periods ended December 31, 2009 and prior were audited by other independent auditors whose report dated February 25, 2010 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 1, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 1,058.00       $ 4.67       $ 1,020.67       $ 4.58         0.90 %
                                                             
B
      1,000.00         1,057.90         5.45         1,019.91         5.35         1.05  
                                                             
C
      1,000.00         1,055.60         7.25         1,018.15         7.12         1.40  
                                                             
Y
      1,000.00         1,059.70         3.37         1,021.93         3.31         0.65  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements with Invesco Advisers, Inc. and Its Affiliates
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco New York Tax-Free Income Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco
 
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Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its eight months ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    0%  
Corporate Dividends Received Deduction*
    0%  
U.S. Treasury Obligations*
    0%  
Tax-Exempt Interest Dividends*
    100%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the eight months ended August 31, 2010.
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

T-1


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

T-2


Table of Contents

Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

T-3


Table of Contents

Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

T-4


Table of Contents

(EDELIVERY LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
  MS-NYTFI-AR-1   Invesco Distributors, Inc.

 


Table of Contents


(FRONT COVER)
 

 
Annual Report to Shareholders   August 31, 2010
 
Invesco S&P 500 Index Fund
 
     
 
2
  Letters to Shareholders
4
  Performance Summary
4
  Management Discussion
6
  Long-Term Fund Performance
8
  Supplemental Information
9
  Schedule of Investments
19
  Financial Statements
21
  Notes to Financial Statements
28
  Financial Highlights
32
  Auditor's Report
33
  Fund Expenses
34
  Approval of Investment Advisory and Sub-Advisory Agreements
36
  Tax Information
37
  Results of Proxy
T-1
  Trustees and Officers


 


Table of Contents

 
Letters to Shareholders
(PHOTO OF PHILIP TAYLOR)
Philip Taylor
Dear Shareholders:
I’m pleased to present this report on your Fund’s performance for the period covered by this report. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of our June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco family.
     Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.
The benefits of Invesco
As a leading global investment manager, Invesco is committed to helping investors worldwide achieve their financial objectives. I believe Invesco is uniquely positioned to serve your needs.
     First, we are committed to investment excellence. We believe the best investment insights come from specialized investment teams with discrete investment perspectives, each operating under a disciplined philosophy and process with strong risk oversight and quality controls. This approach enables our portfolio managers, analysts and researchers to pursue consistent results across market cycles.
     Second, we offer you a broad range of investment products that can be tailored to your needs and goals. In addition to traditional mutual funds, we manage a variety of other investment products. These products include single-country, regional and global investment options spanning major equity, fixed income and alternative asset classes.
     And third, we have just one focus: investment management. At Invesco, we believe that focus brings success, and that’s why investment management is all we do. We direct all of our intellectual capital and global resources toward helping investors achieve their long-term financial objectives.
     Your financial adviser can also help you as you pursue your financial goals. Your financial adviser is familiar with your individual goals and risk tolerance, and can answer questions about changing market conditions and your changing investment needs.
Our customer focus
Short-term market conditions can change from time to time, sometimes suddenly and sometimes dramatically. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not change.
     If you have questions about your account, please contact one of our client services representatives at 800 959 4246. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.
     I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.
Sincerely,
-s- Philip Taylor
Philip Taylor
Senior Managing Director, Invesco
 
   
2
  Invesco S&P 500 Index Fund

 


Table of Contents

(PHOTO OF BRUCE CROCKETT)
Bruce Crockett
Dear Fellow Shareholders:
Although the global markets have improved since their lows of 2009, they remain challenging as governments around the world work to ensure the recovery remains on track. In this volatile environment, it’s comforting to know that your Board is committed to putting your interests first. We realize you have many choices when selecting a money manager, and your Board is working hard to ensure you feel you’ve made the right choice.
     To that end, I’m pleased to share the news that Invesco has completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. This acquisition greatly expands the breadth and depth of investment strategies we can offer you. As a result of this combination, Invesco gained investment talent for a number of investment strategies, including U.S. value equity, U.S. small cap growth equity, tax-free municipals, bank loans and others. Another key advantage of this combination is the highly complementary nature of our cultures. This is making it much easier to bring our organizations together while ensuring that our investment teams remain focused on managing your money.
     We view this addition as an excellent opportunity for you, our shareholders, to have access to an even broader range of well-diversified mutual funds. Now that the acquisition has closed, Invesco is working to bring the full value of the combined organization to shareholders. The key goals of this effort are to ensure that we have deeply resourced and focused investment teams, a compelling line of products and enhanced efficiency, which will benefit our shareholders now and over the long term.
     It might interest you to know that the mutual funds of the combined organization are overseen by a single fund Board composed of 17 current members, including four new members who joined us from Van Kampen/Morgan Stanley. This expanded Board will continue to oversee the funds with the same strong sense of responsibility for your money and your continued trust that we have always maintained.
     As always, you are welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving your interests.
Sincerely,
-s- Bruce L. Crockett
Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees
 
   
3
  Invesco S&P 500 Index Fund

 


Table of Contents

 
Management’s Discussion of Fund Performance

 
Performance summary
As part of Invesco’s June 1, 2010, acquisition of Morgan Stanley’s retail asset management business, Morgan Stanley S&P 500 Index Fund was reorganized into Invesco S&P 500 Index Fund. Effective June 25, 2010, Glen Murphy, Daniel Tsai, and Anne Unflat managed the Fund. Effective August 20, 2010, Anthony Munchak and Francis Orlando were added to the team. A listing of your Fund’s managers appears later in this report.
     For the fiscal year ended August 31, 2010, Class A shares of Invesco S&P 500 Index Fund at net asset value (NAV) performed in line with the S&P 500 Index and the Lipper S&P 500 Index Objective Funds Index. The Fund seeks to provide investment results that, before expenses, correspond to the total return (i.e., the combination of capital changes and income) of the S&P 500 Index.
     Your Fund’s long-term performance appears later in this report.
 
Fund vs. Indexes
Total returns, 8/31/09 to 8/31/10, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.
         
Class A Shares
    4.45 %
 
Class B Shares
    3.68  
 
Class C Shares
    3.71  
 
Class Y Shares
    4.72  
 
S&P 500 Index (Broad Market/Style-Specific Index)
    4.93  
 
Lipper S&P 500 Objective Funds Index (Peer Group Index)
    4.67  
 
  Lipper Inc.

 
How we invest
The Fund will normally invest at least 80 percent of its assets in common stocks of companies included in the S&P 500 Index. The Fund’s assets are managed by investing in stocks in approximately the same proportion as they are represented in the S&P 500 Index. For example, if the common stock of a specific company represents five percent of the S&P 500 Index, the Fund typically will invest the same percentage of the Fund’s assets in that stock. The S&P 500 Index is a well known stock market index that includes common stocks of 500 companies representing a significant portion of the market value of all common stocks publicly traded in the United States. The Fund may invest in foreign companies, including those that are in
emerging market countries, that are included in the S&P 500 Index. Buy and sell decisions for the Fund are a function of changes in the S&P 500 Index rather than independent decisions made by the investment team.
 
Market conditions and your Fund
Over the past year investors have been optimistic about the prospect of an improving economy given accommodative monetary policy, fiscal stimulus and increased strength in the manufacturing sector. Sentiment turned pessimistic when there was little good news to counter the seeds of economic troubles planted in the first quarter of 2010 that were already weighing heavily on the market. Within the U.S., waning consumer confidence, worsening


employment outlook and continued pressures in the financial sector confirmed to most that economic growth was stalling. Internationally, concerns sprang from news of slowing economic growth in China and ongoing concerns about debt burdens in the southern eurozone, despite support from their northern peers. With little good news to support the market, steady gains became steep losses.
     At the beginning of the 12-month period covered by this report, riskier assets were outperforming securities considered safe havens, like U.S. Treasury securities. This trend continued through the middle of April 2010. However, renewed credit problems overseas and the market corrections that occurred in May, June and August created a more uncertain environment, which prompted many investors to favor safety over risk.
     The Fund stayed true to its process by maintaining the same proportion to all constituents of the S&P 500 Index as the index itself. On an absolute basis, all sectors in the Fund, except financials, posted positive returns during the fiscal year. The sectors that contributed most to overall Fund performance were the consumer discretionary, consumer staples, information technology and industrial sectors. The financials sector was the primary detractor at the sector level.
     Within the consumer discretionary sector, Procter & Gamble, Coca-Cola and McDonalds were top contributors. Procter & Gamble is focused on providing consumer packaged goods. The company’s products are sold in more than 180 countries primarily through mass merchandisers, grocery stores, membership club stores, drug stores and neighborhood stores, which serve many


 
Portfolio Composition
By sector
         
Information Technology
    18.1 %
 
Financials
    15.8  
 
Consumer Staples
    11.7  
 
Health Care
    11.6  
 
Energy
    10.8  
 
Industrials
    10.5  
 
Consumer Discretionary
    10.2  
 
Utilities
    3.8  
 
Materials
    3.6  
 
Telecommunication Services
    3.2  
 
Money Market Funds
       
Plus Other Assets Less Liabilities
    0.7  
 
Top 10 Equity Holdings*
                 
 
  1.    
Exxon Mobil Corp.
    3.2 %
 
  2.    
Apple, Inc.
    2.3  
 
  3.    
Microsoft Corp.
    1.9  
 
  4.    
Procter & Gamble Co. (The)
    1.8  
 
  5.    
AT&T, Inc.
    1.7  
 
  6.    
International Business Machines Corp.
    1.6  
 
  7.    
Johnson & Johnson
    1.6  
 
  8.    
General Electric Co.
    1.6  
 
  9.    
Chevron Corp.
    1.6  
 
  10.    
JPMorgan Chase & Co.
    1.5  
 
         
Total Net Assets
  $489.8 million
 
       
Total Number of Holdings*
    500  
The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.


 
   
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consumers in developing markets. Sales to Wal-Mart and its affiliates represented approximately 16% of Procter & Gamble’s total revenue for the year ended June 30, 2010. In October 2009, Warner Chilcott (not a fund holding) completed the acquisition of Procter & Gamble’s global branded prescription pharmaceutical business. In July 2010, Sara Lee completed the sale of its air care business to Procter & Gamble.
     Detracting from performance were several financial sector companies, including Wells Fargo, JP Morgan Chase and Bank of America.
     As part of implementing the Fund’s strategy, the Fund may use derivatives, such as futures contracts to better manage our market exposure. The use of derivatives during the period was successful.
     While the global economy appeared more stable entering 2010 than it did the prior year, forecasting the future direction of the economy remained highly challenging. The bursting of the U.S. housing bubble, rising unemployment and rising taxation could impede future economic growth, while massive fiscal and monetary stimulus could promote economic growth.
     During the fiscal year, we were cautiously optimistic about the prospects for equities. In a world of moderate but positive economic growth, low inflation and prolonged government liquidity support, we believe equities can achieve gains. Further, valuations remained reasonable by historic standards, especially after the pullback during the second quarter of 2010.
     We welcome new investors who joined the Fund during the fiscal year and would like to thank all of our shareholders for your investment in Invesco S&P 500 Index Fund.
The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
See important Fund and index disclosures later in this report.
      
Anthony Munchak
Chartered Financial Analyst, portfolio manager, is manager of Invesco S&P 500 Index Fund. He joined Invesco in 2000. Mr. Munchak earned a B.S. and M.S. in finance from Boston College and an M.B.A. from Bentley College.
Glen Murphy
Chartered Financial Analyst, portfolio manager, is manager of Invesco S&P 500 Index Fund. He joined Invesco in 1995. Mr. Murphy earned a B.B.A. from the University of Massachusetts and an M.S. in finance from Boston College.
Francis Orlando
Chartered Financial Analyst, portfolio manager, is manager of Invesco S&P 500 Index Fund. He joined Invesco in 1987. Mr. Orlando earned a B.A. in business administration from Merrimack College and an M.B.A. from Boston University.
Daniel Tsai
Chartered Financial Analyst, portfolio manager, is manager of Invesco S&P 500 Index Fund. He joined Invesco in 2000. Mr. Tsai earned a B.S. in mechanical engineering from National Taiwan University and an M.S. in mechanical engineering from the University of Michigan. He also earned an M.S. in computer science from Wayne State University.
Anne Unflat
Portfolio manager, is manager of Invesco S&P 500 Index Fund. She joined Invesco in 1988. Ms. Unflat graduated magna cum laude from Queens College with a B.A. in economics. She earned an M.B.A. in finance from St. John’s University.


 
   
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Your Fund’s Long-Term Performance
Results of a $10,000 Investment – Oldest Share Classes Since Inception
Fund data from 9/26/97, index data from 9/30/97
(PERFORMANCE GRAPH)

Past performance cannot guarantee comparable future results.
     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a
market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.
     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment
representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.


 
   
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Table of Contents

 
Average Annual Total Returns
As of 8/31/10, including maximum applicable sales charges
                 
Class A Shares        
 
Inception (9/26/97)     1.55 %
 
  10    
Years
    -2.90  
 
  5    
Years
    -2.45  
 
  1    
Year
    -1.34  
 
       
 
       
Class B Shares        
 
Inception (9/26/97)     1.51 %
 
  10    
Years
    -2.95  
 
  5    
Years
    -2.47  
 
  1    
Year
    -1.32  
 
       
 
       
Class C Shares        
 
Inception (9/26/97)     1.23 %
 
  10    
Years
    -3.08  
 
  5    
Years
    -2.07  
 
  1    
Year
    2.71  
 
       
 
       
Class Y Shares        
 
Inception (9/26/97)     2.23 %
 
  10    
Years
    -2.12  
 
  5    
Years
    -1.10  
 
  1    
Year
    4.72  
Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund advised by Morgan Stanley Investment Advisors Inc. were reorganized into Class A, Class B, Class C and Class Y shares, respectively, of Invesco S&P 500 Index Fund. Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco S&P 500 Index Fund. Share class returns will differ from the predecessor fund because of different expenses.
     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
 
Average Annual Total Returns
As of 6/30/10, the most recent calendar quarter-end including maximum applicable sales charges.
                 
Class A Shares        
 
Inception (9/26/97)     1.40 %
 
  10    
Years
    -2.68  
 
  5    
Years
    -2.34  
 
  1    
Year
    7.67  
 
       
 
       
Class B Shares        
 
Inception (9/26/97)     1.37 %
 
  10    
Years
    -2.73  
 
  5    
Years
    -2.35  
 
  1    
Year
    8.11  
 
       
 
       
Class C Shares        
 
Inception (9/26/97)     1.09 %
 
  10    
Years
    -2.86  
 
  5    
Years
    -1.96  
 
  1    
Year
    12.10  
 
       
 
       
Class Y Shares        
 
Inception (9/26/97)     2.09 %
 
  10    
Years
    -1.90  
 
  5    
Years
    -0.99  
 
  1    
Year
    14.15  
     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, and Class Y shares was 0.65%, 1.40%, 1.40% and 0.40%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, and Class Y shares was 0.70%, 1.45%, 1.45% and 0.45%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the
beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.
     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.
1   Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2012. See current prospectus for more information.


 
   
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  Invesco S&P 500 Index Fund

 


Table of Contents

 
Invesco S&P 500 Index Fund’s investment objective is to provide investment results that, before expenses, correspond to the total return (i.e., the combination of capital changes and income) of the Standard & Poor’s 500 Composite Stock Price Index.
n   Unless otherwise stated, information presented in this report is as of August 31, 2010, and is based on total net assets.
 
n   Unless otherwise noted, all data provided by Invesco.
 
n   To access your Fund’s reports/prospectus visit invesco.com/fundreports.

 
About share classes
n   Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any Invesco fund. Please see the prospectus for more information.
 
n   Class Y shares are available to only certain investors. Please see the prospectus for more information.
 
Principal risks of investing in the Fund
n   In general, prices of equity securities are more volatile than those of fixed income securities. Prices of equity securities will rise and fall in response to events that affect entire financial markets or industries and to events that affect particular issuers. Investing in convertible securities may subject the portfolio to the risks associated with both fixed income securities and common stocks.
 
n   The Fund is operated as a passively managed index fund. As such, the adverse performance of a particular stock ordinarily will not result in the elimination of the stock from the Fund’s portfolio. The Fund will remain invested in common stocks even when stock prices are generally falling. Ordinarily, the adviser will not sell the Fund’s portfolio securities except to reflect additions or deletions of the stocks that comprise the S&P 500 Index, or as may be necessary to raise cash to pay Fund shareholders who sell Fund shares.
    The Fund’s ability to correlate its performance, before expenses, with the S&P 500 Index may be affected by, among other things, changes in securities markets, the manner in which the S&P 500 Index is calculated and the timing of the purchases and sales, and also depends to some extent on the size of the Fund’s portfolio, the size of cash flows into and out of the Fund and differences between how and when the Fund and the index are valued.
 
n   The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
About indexes used in this report
n   The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market.
 
n   The Lipper S&P 500 Objective Funds Index is an unmanaged index considered representative of S&P 500 objective funds tracked by Lipper.
 
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
 
Other information
n   The Chartered Financial Analyst® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
 
n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
 
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.


This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
 
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 
Fund Nasdaq Symbols
Class A Shares
  SPIAX
Class B Shares
  SPIBX
Class C Shares
  SPICX
Class Y Shares
  SPIDX


 
   
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  Invesco S&P 500 Index Fund

 


Table of Contents

Schedule of Investments(a)
 
August 31, 2010
 
 
                 
    Shares   Value
 
 
Common Stocks & Other Equity Interests–99.3%
 
       
 
Advertising–0.2%
 
       
Interpublic Group of Cos., Inc.(b)
    25,027     $ 213,480  
 
Omnicom Group, Inc.
    15,700       549,657  
 
              763,137  
 
 
Aerospace & Defense–2.7%
 
       
Boeing Co. (The)
    38,824       2,373,311  
 
General Dynamics Corp.
    19,729       1,102,259  
 
Goodrich Corp.
    6,390       437,587  
 
Honeywell International, Inc.
    39,189       1,531,898  
 
ITT Corp.
    9,361       397,843  
 
L-3 Communications Holdings, Inc.
    5,893       392,474  
 
Lockheed Martin Corp.
    15,939       1,108,079  
 
Northrop Grumman Corp.
    15,405       833,719  
 
Precision Castparts Corp.
    7,272       823,045  
 
Raytheon Co.
    19,490       856,001  
 
Rockwell Collins, Inc.
    8,087       436,132  
 
United Technologies Corp.
    47,725       3,112,147  
 
              13,404,495  
 
 
Agricultural Products–0.2%
 
       
Archer-Daniels-Midland Co.
    32,890       1,012,354  
 
 
Air Freight & Logistics–1.1%
 
       
C.H. Robinson Worldwide, Inc.
    8,534       554,624  
 
Expeditors International of Washington, Inc.
    10,888       431,056  
 
FedEx Corp.
    16,019       1,250,283  
 
United Parcel Service, Inc. (Class B)
    50,661       3,232,172  
 
              5,468,135  
 
 
Airlines–0.1%
 
       
Southwest Airlines Co.
    38,076       420,740  
 
 
Aluminum–0.1%
 
       
Alcoa, Inc.
    52,224       533,207  
 
 
Apparel Retail–0.5%
 
       
Abercrombie & Fitch Co. (Class A)
    4,543       157,188  
 
Gap, Inc. (The)
    22,960       387,795  
 
Limited Brands, Inc.
    13,805       325,798  
 
Ross Stores, Inc.
    6,251       310,237  
 
TJX Cos., Inc.
    20,867       828,211  
 
Urban Outfitters, Inc.(b)
    6,657       201,840  
 
              2,211,069  
 
 
Apparel, Accessories & Luxury Goods–0.2%
 
       
Coach, Inc.
    15,605       559,283  
 
Polo Ralph Lauren Corp.
    3,363       254,714  
 
VF Corp.
    4,537       320,403  
 
              1,134,400  
 
 
Application Software–0.6%
 
       
Adobe Systems, Inc.(b)
    26,926       747,466  
 
Autodesk, Inc.(b)
    11,735       325,646  
 
Citrix Systems, Inc.(b)
    9,480       549,271  
 
Compuware Corp.(b)
    11,509       82,635  
 
Intuit, Inc.(b)
    16,066       687,625  
 
Salesforce.com, Inc.(b)
    5,757       632,579  
 
              3,025,222  
 
 
Asset Management & Custody Banks–1.2%
 
       
Ameriprise Financial, Inc.
    13,081       570,070  
 
Bank of New York Mellon Corp. (The)
    62,040       1,505,711  
 
Federated Investors, Inc. (Class B)
    4,573       95,347  
 
Franklin Resources, Inc.
    7,603       733,765  
 
Invesco Ltd.
    23,895       432,499  
 
Janus Capital Group, Inc.
    9,373       85,107  
 
Legg Mason, Inc.
    7,954       201,475  
 
Northern Trust Corp.
    12,369       570,706  
 
State Street Corp.
    25,661       900,188  
 
T. Rowe Price Group, Inc.
    13,276       581,223  
 
              5,676,091  
 
 
Auto Parts & Equipment–0.2%
 
       
Johnson Controls, Inc.
    34,407       912,818  
 
 
Automobile Manufacturers–0.4%
 
       
Ford Motor Co.(b)
    174,243       1,967,203  
 
 
Automotive Retail–0.2%
 
       
AutoNation, Inc.(b)
    3,984       89,959  
 
AutoZone, Inc.(b)
    1,489       312,362  
 
O’Reilly Automotive, Inc.(b)
    7,064       333,915  
 
              736,236  
 
 
Biotechnology–1.4%
 
       
Amgen, Inc.(b)
    48,997       2,500,807  
 
Biogen Idec, Inc.(b)
    12,372       665,614  
 
Celgene Corp.(b)
    23,571       1,214,378  
 
Cephalon, Inc.(b)
    3,858       218,401  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
9        Invesco S&P 500 Index Fund


Table of Contents

                 
    Shares   Value
 
 
Biotechnology–(continued)
 
       
                 
Genzyme Corp.(b)
    13,650     $ 957,001  
 
Gilead Sciences, Inc.(b)
    42,895       1,366,635  
 
              6,922,836  
 
 
Brewers–0.1%
 
       
Molson Coors Brewing Co. (Class B)
    8,107       353,141  
 
 
Broadcasting–0.2%
 
       
CBS Corp. (Class B)
    34,778       480,632  
 
Discovery Communications, Inc. (Class A)(b)
    14,541       548,923  
 
              1,029,555  
 
 
Building Products–0.0%
 
       
Masco Corp.
    18,346       192,450  
 
 
Cable & Satellite–1.1%
 
       
Comcast Corp. (Class A)
    144,323       2,470,810  
 
DirecTV (Class A)(b)
    46,483       1,762,635  
 
Scripps Networks Interactive, Inc. (Class A)
    4,627       185,913  
 
Time Warner Cable, Inc.
    18,106       934,451  
 
              5,353,809  
 
 
Casinos & Gaming–0.1%
 
       
International Game Technology
    15,247       222,606  
 
Wynn Resorts Ltd.
    3,535       284,957  
 
              507,563  
 
 
Coal & Consumable Fuels–0.2%
 
       
Consol Energy, Inc.
    11,544       371,717  
 
Massey Energy Co.
    5,220       150,075  
 
Peabody Energy Corp.
    13,748       588,414  
 
              1,110,206  
 
 
Commercial Printing–0.0%
 
       
RR Donnelley & Sons Co.
    10,551       159,795  
 
 
Communications Equipment–2.5%
 
       
Cisco Systems, Inc.(b)
    292,120       5,857,006  
 
Corning, Inc.
    79,831       1,251,750  
 
Harris Corp.
    6,635       279,134  
 
JDS Uniphase Corp.(b)
    11,484       105,538  
 
Juniper Networks, Inc.(b)
    26,911       731,979  
 
Motorola, Inc.(b)
    118,875       895,129  
 
QUALCOMM, Inc.
    83,903       3,214,324  
 
Tellabs, Inc.
    19,705       139,906  
 
              12,474,766  
 
 
Computer & Electronics Retail–0.2%
 
       
Best Buy Co., Inc.
    17,695       555,446  
 
GameStop Corp. (Class A)(b)
    7,846       140,679  
 
RadioShack Corp.
    6,401       118,290  
 
              814,415  
 
 
Computer Hardware–5.2%
 
       
Apple, Inc.(b)
    46,542       11,326,927  
 
Dell, Inc.(b)
    88,136       1,037,361  
 
Hewlett-Packard Co.
    119,407       4,594,781  
 
International Business Machines Corp.
    65,591       8,082,779  
 
Teradata Corp.(b)
    8,487       277,864  
 
              25,319,712  
 
 
Computer Storage & Peripherals–0.7%
 
       
EMC Corp.(b)
    105,142       1,917,790  
 
Lexmark International, Inc.(b)
    4,032       141,080  
 
NetApp, Inc.(b)
    17,627       712,836  
 
QLogic Corp.(b)
    5,672       84,484  
 
SanDisk Corp.(b)
    11,762       390,969  
 
Western Digital Corp.(b)
    11,721       283,062  
 
              3,530,221  
 
 
Construction & Engineering–0.2%
 
       
Fluor Corp.
    9,110       406,852  
 
Jacobs Engineering Group, Inc.(b)
    6,382       221,328  
 
Quanta Services, Inc.(b)
    10,787       193,519  
 
              821,699  
 
 
Construction & Farm Machinery & Heavy Trucks–1.0%
 
       
Caterpillar, Inc.
    32,108       2,092,157  
 
Cummins, Inc.
    10,258       763,298  
 
Deere & Co.
    21,729       1,374,794  
 
PACCAR, Inc.
    18,663       764,996  
 
              4,995,245  
 
 
Construction Materials–0.1%
 
       
Vulcan Materials Co.
    6,523       239,785  
 
 
Consumer Electronics–0.0%
 
       
Harman International Industries, Inc.(b)
    3,560       110,965  
 
 
Consumer Finance–0.8%
 
       
American Express Co.
    61,442       2,449,693  
 
Capital One Financial Corp.
    23,350       884,031  
 
Discover Financial Services
    27,816       403,610  
 
SLM Corp.(b)
    24,845       274,537  
 
              4,011,871  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Data Processing & Outsourced Services–1.2%
 
       
Automatic Data Processing, Inc.
    25,727     $ 993,319  
 
Computer Sciences Corp.
    7,888       314,021  
 
Fidelity National Information Services, Inc.
    13,065       337,600  
 
Fiserv, Inc.(b)
    7,835       391,985  
 
Mastercard, Inc. (Class A)
    4,948       981,485  
 
Paychex, Inc.
    16,452       409,490  
 
Total System Services, Inc.
    10,093       143,321  
 
Visa, Inc. (Class A)
    23,148       1,596,749  
 
Western Union Co. (The)
    34,379       539,063  
 
              5,707,033  
 
 
Department Stores–0.4%
 
       
JC Penney Co., Inc.
    12,082       241,640  
 
Kohl’s Corp.(b)
    15,749       739,888  
 
Macy’s, Inc.
    21,589       419,690  
 
Nordstrom, Inc.
    8,467       244,866  
 
Sears Holdings Corp.(b)
    2,439       150,974  
 
              1,797,058  
 
 
Distillers & Vintners–0.1%
 
       
Brown-Forman Corp. (Class B)
    5,522       338,444  
 
Constellation Brands, Inc.(b)
    9,799       163,251  
 
              501,695  
 
 
Distributors–0.1%
 
       
Genuine Parts Co.
    8,160       342,149  
 
 
Diversified Banks–1.8%
 
       
Comerica, Inc.
    8,983       309,105  
 
US Bancorp
    98,047       2,039,377  
 
Wells Fargo & Co.
    266,494       6,275,934  
 
              8,624,416  
 
 
Diversified Chemicals–0.9%
 
       
Dow Chemical Co. (The)
    59,071       1,439,560  
 
Eastman Chemical Co.
    3,711       228,412  
 
EI Du Pont de Nemours & Co.
    46,342       1,889,364  
 
FMC Corp.
    3,727       232,118  
 
PPG Industries, Inc.
    8,457       556,724  
 
              4,346,178  
 
 
Diversified Metals & Mining–0.4%
 
       
Freeport-McMoRan Copper & Gold, Inc.
    24,127       1,736,662  
 
Titanium Metals Corp.(b)
    4,342       78,677  
 
              1,815,339  
 
 
Diversified Support Services–0.1%
 
       
Cintas Corp.
    6,721       171,319  
 
Iron Mountain, Inc.
    9,226       187,103  
 
              358,422  
 
 
Drug Retail–0.7%
 
       
CVS Caremark Corp.
    69,607       1,879,389  
 
Walgreen Co.
    50,045       1,345,210  
 
              3,224,599  
 
 
Education Services–0.1%
 
       
Apollo Group, Inc. (Class A)(b)
    6,424       272,891  
 
DeVry, Inc.
    3,162       120,504  
 
              393,395  
 
 
Electric Utilities–2.1%
 
       
Allegheny Energy, Inc.
    8,628       194,561  
 
American Electric Power Co., Inc.
    24,493       867,297  
 
Duke Energy Corp.
    67,165       1,154,566  
 
Edison International
    16,664       562,410  
 
Entergy Corp.
    9,667       762,146  
 
Exelon Corp.
    33,787       1,375,807  
 
FirstEnergy Corp.
    15,591       569,539  
 
NextEra Energy, Inc.
    21,209       1,139,560  
 
Northeast Utilities
    8,966       259,745  
 
Pepco Holdings, Inc.
    11,416       204,917  
 
Pinnacle West Capital Corp.
    5,509       219,534  
 
PPL Corp.
    23,967       650,944  
 
Progress Energy, Inc.
    14,688       630,262  
 
Southern Co.
    42,174       1,547,364  
 
              10,138,652  
 
 
Electrical Components & Equipment–0.5%
 
       
Emerson Electric Co.
    38,523       1,797,098  
 
First Solar, Inc.(b)
    2,511       321,031  
 
Rockwell Automation, Inc.
    7,293       372,964  
 
              2,491,093  
 
 
Electronic Components–0.1%
 
       
Amphenol Corp. (Class A)
    8,851       360,413  
 
 
Electronic Equipment & Instruments–0.1%
 
       
Agilent Technologies, Inc.(b)
    17,802       480,120  
 
FLIR Systems, Inc.(b)
    7,873       197,770  
 
              677,890  
 
 
Electronic Manufacturing Services–0.0%
 
       
Jabil Circuit, Inc.
    9,901       101,485  
 
Molex, Inc.
    6,942       122,527  
 
              224,012  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Environmental & Facilities Services–0.3%
 
       
Republic Services, Inc.
    16,600     $ 488,538  
 
Stericycle, Inc.(b)
    4,355       285,253  
 
Waste Management, Inc.
    24,705       817,488  
 
              1,591,279  
 
 
Fertilizers & Agricultural Chemicals–0.4%
 
       
CF Industries Holdings, Inc.
    3,640       336,700  
 
Monsanto Co.
    27,904       1,469,146  
 
              1,805,846  
 
 
Food–Retail–0.3%
 
       
Kroger Co. (The)
    33,053       652,136  
 
Safeway, Inc.
    19,876       373,669  
 
SUPERVALU, Inc.
    10,854       105,501  
 
Whole Foods Market, Inc.(b)
    8,727       303,612  
 
              1,434,918  
 
 
Food Distributors–0.2%
 
       
Sysco Corp.
    30,258       831,792  
 
 
Footwear–0.3%
 
       
NIKE, Inc. (Class B)
    19,874       1,391,180  
 
 
Forest Products–0.0%
 
       
Weyerhaeuser Co.
    10,822       169,905  
 
 
Gas Utilities–0.1%
 
       
EQT Corp.
    7,358       239,871  
 
Nicor, Inc.
    2,282       96,506  
 
              336,377  
 
 
General Merchandise Stores–0.5%
 
       
Big Lots, Inc.(b)
    4,133       129,198  
 
Family Dollar Stores, Inc.
    6,908       295,593  
 
Target Corp.
    37,669       1,927,146  
 
              2,351,937  
 
 
Gold–0.3%
 
       
Newmont Mining Corp.
    25,128       1,540,849  
 
 
Health Care Distributors–0.4%
 
       
AmerisourceBergen Corp.
    14,450       394,196  
 
Cardinal Health, Inc.
    18,519       554,829  
 
McKesson Corp.
    13,881       805,792  
 
Patterson Cos., Inc.
    4,811       121,670  
 
              1,876,487  
 
 
Health Care Equipment–1.6%
 
       
Baxter International, Inc.
    30,507       1,298,378  
 
Becton Dickinson and Co.
    11,933       813,711  
 
Boston Scientific Corp.(b)
    77,558       402,526  
 
C.R. Bard, Inc.
    4,906       376,928  
 
CareFusion Corp.(b)
    9,063       195,580  
 
Hospira, Inc.(b)
    8,534       438,306  
 
Intuitive Surgical, Inc.(b)
    2,001       530,325  
 
Medtronic, Inc.
    56,342       1,773,646  
 
St Jude Medical, Inc.(b)
    16,714       577,803  
 
Stryker Corp.
    14,406       622,195  
 
Varian Medical Systems, Inc.(b)
    6,304       335,625  
 
Zimmer Holdings, Inc.(b)
    10,372       489,247  
 
              7,854,270  
 
 
Health Care Facilities–0.0%
 
       
Tenet Healthcare Corp.(b)
    22,288       87,369  
 
 
Health Care Services–0.7%
 
       
Cerner Corp(b)
    3,448       251,187  
 
DaVita, Inc.(b)
    5,270       340,547  
 
Express Scripts, Inc.(b)
    28,034       1,194,249  
 
Laboratory Corp. of America Holdings(b)
    5,275       383,071  
 
Medco Health Solutions, Inc.(b)
    22,180       964,386  
 
Quest Diagnostics, Inc.
    7,730       336,255  
 
              3,469,695  
 
 
Health Care Supplies–0.0%
 
       
DENTSPLY International, Inc.
    7,485       208,233  
 
 
Home Building–0.1%
 
       
DR Horton, Inc.
    14,159       145,271  
 
Lennar Corp. (Class A)
    8,368       110,207  
 
Pulte Group, Inc.(b)
    16,242       130,423  
 
              385,901  
 
 
Home Entertainment Software–0.1%
 
       
Electronic Arts, Inc.(b)
    16,768       255,544  
 
 
Home Furnishings–0.0%
 
       
Leggett & Platt, Inc.
    7,573       145,174  
 
 
Home Improvement Retail–0.9%
 
       
Home Depot, Inc.
    85,948       2,390,214  
 
Lowe’s Cos., Inc.
    73,101       1,483,950  
 
Sherwin-Williams Co. (The)
    4,707       331,279  
 
              4,205,443  
 
 
Homefurnishing Retail–0.1%
 
       
Bed Bath & Beyond, Inc.(b)
    13,465       484,336  
 
 
Hotels, Resorts & Cruise Lines–0.4%
 
       
Carnival Corp. (Units)
    22,142       690,388  
 
Marriott International, Inc. (Class A)
    13,122       420,035  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Hotels, Resorts & Cruise Lines–(continued)
 
       
                 
Starwood Hotels & Resorts Worldwide, Inc.
    9,677     $ 452,206  
 
Wyndham Worldwide Corp.
    9,176       212,791  
 
              1,775,420  
 
 
Household Appliances–0.2%
 
       
Snap-On, Inc.
    2,943       121,340  
 
Stanley Black & Decker, Inc.
    8,245       442,262  
 
Whirlpool Corp.
    3,854       285,812  
 
              849,414  
 
 
Household Products–2.5%
 
       
Clorox Co.
    7,203       466,899  
 
Colgate-Palmolive Co.
    25,085       1,852,276  
 
Kimberly-Clark Corp.
    21,173       1,363,541  
 
Procter & Gamble Co. (The)
    147,304       8,789,630  
 
              12,472,346  
 
 
Housewares & Specialties–0.1%
 
       
Fortune Brands, Inc.
    7,820       350,258  
 
Newell Rubbermaid, Inc.
    14,229       213,719  
 
              563,977  
 
 
Human Resource & Employment Services–0.1%
 
       
Monster Worldwide, Inc.(b)
    6,440       71,033  
 
Robert Half International, Inc.
    7,673       165,584  
 
              236,617  
 
 
Hypermarkets & Super Centers–1.3%
 
       
Costco Wholesale Corp.
    22,554       1,275,429  
 
Wal-Mart Stores, Inc.
    106,257       5,327,726  
 
              6,603,155  
 
 
Independent Power Producers & Energy Traders–0.2%
 
       
AES Corp. (The)(b)
    34,173       349,931  
 
Constellation Energy Group, Inc.
    10,315       302,539  
 
NRG Energy, Inc.(b)
    13,059       265,359  
 
              917,829  
 
 
Industrial Conglomerates–2.4%
 
       
3M Co.
    36,472       2,864,876  
 
General Electric Co.(c)
    546,095       7,907,456  
 
Textron, Inc.
    13,979       238,621  
 
Tyco International Ltd. (Luxembourg)
    26,103       973,120  
 
              11,984,073  
 
 
Industrial Gases–0.4%
 
       
Air Products & Chemicals, Inc.
    10,860       803,966  
 
Praxair, Inc.
    15,648       1,346,197  
 
              2,150,163  
 
 
Industrial Machinery–0.8%
 
       
Danaher Corp.
    26,900       977,277  
 
Dover Corp.
    9,540       427,010  
 
Eaton Corp.
    8,524       592,248  
 
Flowserve Corp.
    2,851       254,822  
 
Illinois Tool Works, Inc.
    19,789       816,494  
 
Pall Corp.
    5,955       203,602  
 
Parker Hannifin Corp.
    8,278       489,727  
 
Roper Industries, Inc.
    4,842       281,223  
 
              4,042,403  
 
 
Industrial REIT’s–0.1%
 
       
ProLogis
    24,375       264,469  
 
 
Insurance Brokers–0.2%
 
       
AON Corp.
    13,780       499,387  
 
Marsh & McLennan Cos., Inc.
    27,683       656,641  
 
              1,156,028  
 
 
Integrated Oil & Gas–6.6%
 
       
Chevron Corp.
    102,740       7,619,198  
 
ConocoPhillips
    76,125       3,991,234  
 
Exxon Mobil Corp.
    261,480       15,469,157  
 
Hess Corp.
    14,946       751,036  
 
Marathon Oil Corp.
    36,289       1,106,452  
 
Murphy Oil Corp.
    9,782       523,924  
 
Occidental Petroleum Corp.
    41,541       3,035,816  
 
              32,496,817  
 
 
Integrated Telecommunication Services–2.9%
 
       
AT&T, Inc.
    302,240       8,169,547  
 
CenturyTel, Inc.
    15,365       555,599  
 
Frontier Communications Corp.
    50,680       391,756  
 
Qwest Communications International, Inc.
    76,372       431,502  
 
Verizon Communications, Inc.
    144,585       4,266,703  
 
Windstream Corp.
    24,709       285,018  
 
              14,100,125  
 
 
Internet Retail–0.6%
 
       
Amazon.com, Inc.(b)
    17,552       2,191,016  
 
Expedia, Inc.
    10,604       242,407  
 
Priceline.com, Inc.(b)
    2,422       705,965  
 
              3,139,388  
 
 
Internet Software & Services–1.7%
 
       
Akamai Technologies, Inc.(b)
    9,250       426,148  
 
eBay, Inc.(b)
    58,159       1,351,615  
 
Google, Inc. (Class A)(b)
    12,379       5,570,798  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Internet Software & Services–(continued)
 
       
                 
VeriSign, Inc.(b)
    9,309     $ 271,171  
 
Yahoo!, Inc.(b)
    60,217       787,638  
 
              8,407,370  
 
 
Investment Banking & Brokerage–1.3%
 
       
Charles Schwab Corp. (The)
    50,057       638,728  
 
E*Trade Financial Corp.(b)
    10,127       125,676  
 
Goldman Sachs Group, Inc. (The)
    26,331       3,605,767  
 
Morgan Stanley
    71,496       1,765,236  
 
              6,135,407  
 
 
IT Consulting & Other Services–0.2%
 
       
Cognizant Technology Solutions Corp. (Class A)(b)
    15,314       882,163  
 
SAIC, Inc.(b)
    14,965       222,679  
 
              1,104,842  
 
 
Leisure Products–0.1%
 
       
Hasbro, Inc.
    6,692       270,089  
 
Mattel, Inc.
    18,655       391,569  
 
              661,658  
 
 
Life & Health Insurance–1.1%
 
       
Aflac, Inc.
    24,016       1,134,756  
 
Lincoln National Corp.
    15,471       361,403  
 
MetLife, Inc.
    45,785       1,721,516  
 
Principal Financial Group, Inc.
    16,353       376,937  
 
Prudential Financial, Inc.
    23,834       1,205,285  
 
Torchmark Corp.
    4,244       209,441  
 
Unum Group
    17,023       341,311  
 
              5,350,649  
 
 
Life Sciences Tools & Services–0.3%
 
       
Life Technologies Corp.(b)
    9,324       398,788  
 
PerkinElmer, Inc.
    6,002       126,102  
 
Thermo Fisher Scientific, Inc.(b)
    20,991       884,141  
 
Waters Corp.(b)
    4,793       290,072  
 
              1,699,103  
 
 
Managed Health Care–0.9%
 
       
Aetna, Inc.
    21,732       580,679  
 
CIGNA Corp.
    14,151       455,945  
 
Coventry Health Care, Inc.(b)
    7,566       146,402  
 
Humana, Inc.(b)
    8,661       413,909  
 
UnitedHealth Group, Inc.
    58,139       1,844,169  
 
WellPoint, Inc.(b)
    20,445       1,015,708  
 
              4,456,812  
 
 
Metal & Glass Containers–0.1%
 
       
Ball Corp.
    4,760       266,941  
 
Owens-Illinois, Inc.(b)
    8,485       212,634  
 
Pactiv Corp.(b)
    6,796       218,016  
 
              697,591  
 
 
Motorcycle Manufacturers–0.1%
 
       
Harley-Davidson, Inc.
    12,042       292,861  
 
 
Movies & Entertainment–1.5%
 
       
News Corp. (Class A)
    115,279       1,449,057  
 
Time Warner, Inc.
    58,295       1,747,684  
 
Viacom, Inc. (Class B)
    31,066       976,094  
 
Walt Disney Co. (The)
    100,178       3,264,801  
 
              7,437,636  
 
 
Multi-line Insurance–0.4%
 
       
American International Group, Inc.(b)
    6,908       234,388  
 
Assurant, Inc.
    5,687       207,917  
 
Genworth Financial, Inc. (Class A)(b)
    25,015       270,913  
 
Hartford Financial Services Group, Inc.
    22,714       457,914  
 
Loews Corp.
    17,980       631,817  
 
              1,802,949  
 
 
Multi-Sector Holdings–0.0%
 
       
Leucadia National Corp.(b)
    9,692       206,924  
 
 
Multi-Utilities–1.5%
 
       
Ameren Corp.
    12,187       342,089  
 
Centerpoint Energy, Inc.
    21,298       314,997  
 
CMS Energy Corp.
    11,758       205,765  
 
Consolidated Edison, Inc.
    14,422       685,478  
 
Dominion Resources, Inc.
    30,487       1,303,624  
 
DTE Energy Co.
    8,567       401,364  
 
Integrys Energy Group, Inc.
    3,954       191,571  
 
NiSource, Inc.
    14,190       246,055  
 
Oneok, Inc.
    5,396       231,542  
 
PG&E Corp.
    19,044       890,498  
 
Public Service Enterprise Group, Inc.
    25,879       827,093  
 
SCANA Corp.
    5,770       225,203  
 
Sempra Energy
    12,660       644,647  
 
TECO Energy, Inc.
    10,940       184,667  
 
Wisconsin Energy Corp.
    5,954       331,876  
 
Xcel Energy, Inc.
    23,505       524,397  
 
              7,550,866  
 
 
Office Electronics–0.1%
 
       
Xerox Corp.
    70,536       595,324  
 
 
Office REIT’s–0.1%
 
       
Boston Properties, Inc.
    7,110       578,754  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Office Services & Supplies–0.1%
 
       
Avery Dennison Corp.
    5,614     $ 182,567  
 
Pitney Bowes, Inc.
    10,614       204,214  
 
              386,781  
 
 
Oil & Gas Drilling–0.2%
 
       
Diamond Offshore Drilling, Inc.
    3,559       207,062  
 
Helmerich & Payne, Inc.
    5,366       198,757  
 
Nabors Industries Ltd. (Bermuda)(b)
    14,588       228,740  
 
Rowan Cos., Inc.(b)
    5,824       149,735  
 
              784,294  
 
 
Oil & Gas Equipment & Services–1.5%
 
       
Baker Hughes, Inc.
    21,944       824,655  
 
Cameron International Corp.(b)
    12,489       459,345  
 
FMC Technologies, Inc.(b)
    6,201       383,532  
 
Halliburton Co.
    46,303       1,306,208  
 
National Oilwell Varco, Inc.
    21,431       805,591  
 
Schlumberger Ltd. (Netherlands Antilles)
    69,864       3,725,836  
 
              7,505,167  
 
 
Oil & Gas Exploration & Production–1.7%
 
       
Anadarko Petroleum Corp.
    25,304       1,163,731  
 
Apache Corp.
    18,427       1,655,666  
 
Cabot Oil & Gas Corp.
    5,270       146,717  
 
Chesapeake Energy Corp.
    33,293       688,499  
 
Denbury Resources, Inc.(b)
    20,420       300,991  
 
Devon Energy Corp.
    22,857       1,377,820  
 
EOG Resources, Inc.
    12,948       1,124,793  
 
Noble Energy, Inc.
    8,894       620,623  
 
Pioneer Natural Resources Co.
    5,903       341,311  
 
QEP Resources
    8,919       258,919  
 
Range Resources Corp.
    8,193       277,005  
 
Southwestern Energy Co.(b)
    17,707       579,373  
 
              8,535,448  
 
 
Oil & Gas Refining & Marketing–0.2%
 
       
Sunoco, Inc.
    6,147       207,031  
 
Tesoro Corp.
    7,223       81,114  
 
Valero Energy Corp.
    28,923       456,116  
 
              744,261  
 
 
Oil & Gas Storage & Transportation–0.3%
 
       
El Paso Corp.
    35,995       409,983  
 
Spectra Energy Corp.
    33,143       674,129  
 
Williams Cos., Inc. (The)
    29,884       541,797  
 
              1,625,909  
 
 
Other Diversified Financial Services–3.7%
 
       
Bank of America Corp.
    513,177       6,389,053  
 
Citigroup, Inc.(b)
    1,156,194       4,301,042  
 
JPMorgan Chase & Co.
    203,506       7,399,478  
 
              18,089,573  
 
 
Packaged Foods & Meats–1.8%
 
       
Campbell Soup Co.
    9,553       355,945  
 
ConAgra Foods, Inc.
    22,789       492,015  
 
Dean Foods Co.(b)
    9,257       94,699  
 
General Mills, Inc.
    33,939       1,227,234  
 
Hershey Co. (The)
    8,534       396,575  
 
HJ Heinz Co.
    16,174       747,886  
 
Hormel Foods Corp.
    3,547       153,053  
 
JM Smucker Co. (The)
    6,071       355,032  
 
Kellogg Co.
    13,045       648,076  
 
Kraft Foods, Inc. (Class A)
    89,177       2,670,851  
 
McCormick & Co., Inc.
    6,775       270,119  
 
Mead Johnson Nutrition Co.
    10,460       545,907  
 
Sara Lee Corp.
    33,822       488,390  
 
Tyson Foods, Inc. (Class A)
    15,617       255,806  
 
              8,701,588  
 
 
Paper Packaging–0.1%
 
       
Bemis Co., Inc.
    5,542       159,998  
 
Sealed Air Corp.
    8,196       168,100  
 
              328,098  
 
 
Paper Products–0.1%
 
       
International Paper Co.
    22,330       456,872  
 
MeadWestvaco Corp.
    8,695       189,203  
 
              646,075  
 
 
Personal Products–0.2%
 
       
Avon Products, Inc.
    21,911       637,610  
 
Estee Lauder Cos., Inc. (The) (Class A)
    6,100       342,027  
 
              979,637  
 
 
Pharmaceuticals–6.2%
 
       
Abbott Laboratories
    78,952       3,895,492  
 
Allergan, Inc.
    15,728       966,014  
 
Bristol-Myers Squibb Co.
    87,959       2,293,971  
 
Eli Lilly & Co.
    51,904       1,741,898  
 
Forest Laboratories, Inc.(b)
    14,605       398,570  
 
Johnson & Johnson
    141,072       8,043,925  
 
King Pharmaceuticals, Inc.(b)
    12,767       111,201  
 
Merck & Co., Inc.
    159,495       5,607,844  
 
Mylan, Inc.(b)
    15,796       271,059  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Pharmaceuticals–(continued)
 
       
                 
Pfizer, Inc.
    412,576     $ 6,572,336  
 
Watson Pharmaceuticals, Inc.(b)
    5,440       234,301  
 
              30,136,611  
 
 
Photographic Products–0.0%
 
       
Eastman Kodak Co.(b)
    13,742       47,960  
 
 
Property & Casualty Insurance–2.4%
 
       
ACE Ltd. (Switzerland)
    17,214       920,433  
 
Allstate Corp. (The)
    27,513       759,359  
 
Berkshire Hathaway, Inc. (Class B)(b)
    84,670       6,670,303  
 
Chubb Corp.
    16,713       921,220  
 
Cincinnati Financial Corp.
    8,381       223,605  
 
Progressive Corp. (The)
    34,290       678,942  
 
Travelers Cos., Inc. (The)
    24,038       1,177,381  
 
XL Group PLC (Cayman Islands)
    17,496       313,353  
 
              11,664,596  
 
 
Publishing–0.2%
 
       
Gannett Co., Inc.
    12,181       147,268  
 
McGraw-Hill Cos., Inc. (The)
    16,137       446,188  
 
Meredith Corp.
    1,835       53,692  
 
New York Times Co. (The) (Class A)(b)
    5,932       42,592  
 
Washington Post Co. (The) (Class B)
    318       114,553  
 
              804,293  
 
 
Railroads–0.8%
 
       
CSX Corp.
    19,908       993,210  
 
Norfolk Southern Corp.
    18,927       1,016,001  
 
Union Pacific Corp.
    25,887       1,888,198  
 
              3,897,409  
 
 
Real Estate Services–0.0%
 
       
CB Richard Ellis Group, Inc. (Class A)(b)
    13,825       227,007  
 
 
Regional Banks–1.0%
 
       
BB&T Corp.
    35,399       783,026  
 
Fifth Third Bancorp
    40,654       449,227  
 
First Horizon National Corp.(b)
    11,691       117,845  
 
Huntington Bancshares, Inc.
    36,651       193,884  
 
KeyCorp
    44,967       331,407  
 
M&T Bank Corp.
    4,228       362,086  
 
Marshall & Ilsley Corp.
    26,968       176,640  
 
PNC Financial Services Group, Inc.
    26,906       1,371,130  
 
Regions Financial Corp.
    64,240       413,063  
 
SunTrust Banks, Inc.
    25,567       575,002  
 
Zions BanCorp.
    8,789       161,981  
 
              4,935,291  
 
 
REIT–Diversified–0.1%
 
       
Vornado Realty Trust
    8,133       659,261  
 
 
Research & Consulting Services–0.1%
 
       
Dun & Bradstreet Corp.
    2,552       168,177  
 
Equifax, Inc.
    6,466       190,553  
 
              358,730  
 
 
Residential REIT’s–0.3%
 
       
Apartment Investment & Management Co.
    5,951       121,638  
 
AvalonBay Communities, Inc.
    4,268       449,079  
 
Equity Residential
    14,472       663,252  
 
              1,233,969  
 
 
Restaurants–1.3%
 
       
Darden Restaurants, Inc.
    7,190       296,659  
 
McDonald’s Corp.
    55,025       4,020,126  
 
Starbucks Corp.
    38,110       876,149  
 
Yum! Brands, Inc.
    23,908       996,964  
 
              6,189,898  
 
 
Retail REIT’s–0.3%
 
       
Kimco Realty Corp.
    20,746       309,323  
 
Simon Property Group, Inc.
    14,970       1,354,036  
 
              1,663,359  
 
 
Semiconductor Equipment–0.3%
 
       
Applied Materials, Inc.
    68,706       713,855  
 
KLA-Tencor Corp.
    8,650       242,287  
 
MEMC Electronic Materials, Inc.(b)
    11,631       119,683  
 
Novellus Systems, Inc.(b)
    4,956       115,475  
 
Teradyne, Inc.(b)
    9,190       82,526  
 
              1,273,826  
 
 
Semiconductors–2.0%
 
       
Advanced Micro Devices, Inc.(b)
    28,931       162,592  
 
Altera Corp.
    15,429       380,633  
 
Analog Devices, Inc.
    15,241       424,919  
 
Broadcom Corp. (Class A)
    22,089       662,007  
 
Intel Corp.
    284,594       5,043,006  
 
Linear Technology Corp.
    11,463       328,415  
 
LSI Corp.(b)
    33,431       134,393  
 
Microchip Technology, Inc.
    9,469       262,197  
 
Micron Technology, Inc.(b)
    43,695       282,488  
 
National Semiconductor Corp.
    12,175       153,527  
 
Nvidia Corp.(b)
    29,267       273,061  
 
Texas Instruments, Inc.
    62,515       1,439,720  
 
Xilinx, Inc.
    13,238       319,698  
 
              9,866,656  
 
                 
                 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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    Shares   Value
 
 
Soft Drinks–2.6%
 
       
Coca-Cola Co. (The)
    118,003     $ 6,598,728  
 
Coca-Cola Enterprises, Inc.
    16,637       473,489  
 
Dr Pepper Snapple Group, Inc.
    12,565       462,643  
 
PepsiCo, Inc.
    82,489       5,294,144  
 
              12,829,004  
 
 
Specialized Consumer Services–0.0%
 
       
H&R Block, Inc.
    16,839       216,381  
 
 
Specialized Finance–0.4%
 
       
CME Group, Inc.
    3,359       833,301  
 
IntercontinentalExchange, Inc.(b)
    3,809       363,988  
 
Moody’s Corp.
    10,057       212,605  
 
NASDAQ OMX Group, Inc. (The)(b)
    7,455       133,519  
 
NYSE Euronext
    13,349       370,301  
 
              1,913,714  
 
 
Specialized REIT’s–0.5%
 
       
HCP, Inc.
    15,859       558,554  
 
Health Care REIT, Inc.
    6,334       290,984  
 
Host Hotels & Resorts, Inc.
    33,666       442,034  
 
Plum Creek Timber Co., Inc.
    8,380       288,859  
 
Public Storage
    6,948       681,043  
 
Ventas, Inc.
    8,059       407,060  
 
              2,668,534  
 
 
Specialty Chemicals–0.3%
 
       
Airgas, Inc.
    4,294       282,545  
 
Ecolab, Inc.
    11,935       565,719  
 
International Flavors & Fragrances, Inc.
    4,086       186,689  
 
Sigma-Aldrich Corp.
    6,191       329,176  
 
              1,364,129  
 
 
Specialty Stores–0.2%
 
       
CarMax, Inc.(b)
    11,411       227,421  
 
Office Depot, Inc.(b)
    14,091       48,050  
 
Staples, Inc.
    37,333       663,408  
 
Tiffany & Co.
    6,494       257,357  
 
              1,196,236  
 
 
Steel–0.3%
 
       
AK Steel Holding Corp.
    5,586       71,166  
 
Allegheny Technologies, Inc.
    5,088       207,183  
 
Cliffs Natural Resources, Inc.
    6,926       423,802  
 
Nucor Corp.
    16,118       592,820  
 
United States Steel Corp.
    7,333       311,726  
 
              1,606,697  
 
 
Systems Software–3.2%
 
       
BMC Software, Inc.(b)
    9,257       333,807  
 
CA, Inc.
    19,975       359,750  
 
McAfee, Inc.(b)
    8,014       377,059  
 
Microsoft Corp.
    389,989       9,156,942  
 
Novell, Inc.(b)
    17,895       100,570  
 
Oracle Corp.
    200,243       4,381,317  
 
Red Hat, Inc.(b)
    9,632       332,785  
 
Symantec Corp.(b)
    40,862       556,949  
 
              15,599,179  
 
 
Thrifts & Mortgage Finance–0.1%
 
       
Hudson City Bancorp, Inc.
    24,240       279,366  
 
People’s United Financial, Inc.
    19,167       243,804  
 
              523,170  
 
 
Tires & Rubber–0.0%
 
       
Goodyear Tire & Rubber Co. (The)(b)
    12,424       114,798  
 
 
Tobacco–1.7%
 
       
Altria Group, Inc.
    106,521       2,377,549  
 
Lorillard, Inc.
    7,848       596,526  
 
Philip Morris International, Inc.
    94,721       4,872,448  
 
Reynolds American, Inc.
    8,600       469,044  
 
              8,315,567  
 
 
Trading Companies & Distributors–0.1%
 
       
Fastenal Co.
    6,708       303,671  
 
WW Grainger, Inc.
    3,184       336,836  
 
              640,507  
 
 
Trucking–0.0%
 
       
Ryder System, Inc.
    2,689       103,177  
 
 
Wireless Telecommunication Services–0.4%
 
       
American Tower Corp. (Class A)(b)
    20,634       966,909  
 
MetroPCS Communications, Inc.(b)
    13,368       119,510  
 
Sprint Nextel Corp.(b)
    152,476       622,102  
 
              1,708,521  
 
Total Common Stocks & Other Equity Interests (Cost $490,050,906)
            486,458,301  
 
 
Money Market Funds–0.7%
 
       
Liquid Assets Portfolio–Institutional Class(d)
    1,565,248       1,565,248  
 
Premier Portfolio–Institutional Class(d)
    1,565,248       1,565,248  
 
Total Money Market Funds (Cost $3,130,496)
            3,130,496  
 
TOTAL INVESTMENTS–100.0% (Cost $493,181,402)
            489,588,797  
 
OTHER ASSETS LESS LIABILITIES–0.0%
            197,383  
 
NET ASSETS–100.0%
          $ 489,786,180  
 
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Investment Abbreviation:
 
     
REIT
  – Real Estate Investment Trust
 
Notes to Schedule of Investments:
 
(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See NOTE 1I and NOTE 4.
(d) The money market fund and the Fund are affiliated by having the same investment adviser.
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Assets and Liabilities
 
August 31, 2010
 
 
         
 
Assets:
 
Investments, at value (Cost $490,050,906)
  $ 486,458,301  
 
Investments in affiliated money market funds, at value and cost
    3,130,496  
 
Total investments, at value (Cost $493,181,402)
    489,588,797  
 
Receivable for:
       
Dividends
    1,520,992  
 
Variation margin
    14,697  
 
Fund shares sold
    214,660  
 
Other Assets
    25,028  
 
Total assets
    491,364,174  
 
 
Liabilities:
 
Payable for:
       
Fund shares reacquired
    1,138,399  
 
Accrued fees to affiliates
    358,973  
 
Accrued other operating expenses
    80,622  
 
Total liabilities
    1,577,994  
 
Net assets applicable to shares outstanding
  $ 489,786,180  
 
 
Net assets consist of:
 
Shares of beneficial interest
  $ 570,528,158  
 
Undistributed net investment income
    5,387,726  
 
Undistributed net realized gain (loss)
    (82,460,143 )
 
Unrealized appreciation (depreciation)
    (3,669,561 )
 
    $ 489,786,180  
 
 
Net Assets:
 
Class A
  $ 335,583,039  
 
Class B
  $ 64,101,932  
 
Class C
  $ 66,933,274  
 
Class Y
  $ 23,167,935  
 
 
Shares outstanding, $0.01 par value per share, unlimited number of shares authorized:
 
Class A
    29,533,624  
 
Class B
    5,774,365  
 
Class C
    6,092,333  
 
Class Y
    2,017,695  
 
Class A:
       
Net asset value per share
  $ 11.36  
 
Maximum offering price per share,
       
(Net asset value of $11.36 divided by 94.50%)
  $ 12.02  
 
Class B:
       
Net asset value and offering price per share
  $ 11.10  
 
Class C:
       
Net asset value and offering price per share
  $ 10.99  
 
Class Y:
       
Net asset value and offering price per share
  $ 11.48  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Operations
 
For the year ended August 31, 2010
 
 
         
 
Investment income:
 
Dividends
  $ 11,511,468  
 
Dividends from affiliated money market funds
    1,766  
 
Total investment income
    11,513,234  
 
 
Expenses
 
Advisory fees
    668,657  
 
Administrative services fees
    379,042  
 
Custodian fees
    28,678  
 
Distribution fees:
       
         
Class A
    912,431  
 
Class B
    919,427  
 
Class C
    755,185  
 
Transfer agent fees
    950,650  
 
Trustees’ and officers’ fees and benefits
    36,956  
 
Other
    361,676  
 
Total expenses
    5,012,702  
 
Less: Fees waived
    (523,795 )
 
Net expenses
    4,488,907  
 
Net investment income
    7,024,327  
 
 
Realized and unrealized gain (loss) from:
 
Net realized gain (loss) from:
       
Investment securities
    (2,829,899 )
 
Futures contracts
    242,810  
 
      (2,587,089 )
 
Change in net unrealized appreciation (depreciation) of:
       
Investment securities
    23,647,586  
 
Futures contracts
    (317,913 )
 
      23,329,673  
 
Net realized and unrealized gain
    20,742,584  
 
Net increase in net assets resulting from operations
  $ 27,766,911  
 
 
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
 
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Statement of Changes in Net Assets
 
For the years ended August 31, 2010 and 2009
 
 
                 
    2010   2009
 
 
Operations:
 
       
Net investment income
  $ 7,024,327     $ 10,052,427  
 
Net realized gain (loss)
    (2,587,089 )     (36,570,308 )
 
Change in net unrealized appreciation (depreciation)
    23,329,673       (146,799,390 )
 
Net increase (decrease) in net assets resulting from operations
    27,766,911       (173,317,271 )
 
 
Distributions to shareholders from net investment income:
 
       
Class A shares
    (7,210,852 )     (7,399,930 )
 
Class B shares
    (1,207,325 )     (1,543,020 )
 
Class C shares
    (1,049,628 )     (998,587 )
 
Class Y shares
    (532,217 )     (558,487 )
 
Total distributions from net investment income
    (10,000,022 )     (10,500,024 )
 
Net decrease from transactions in shares of beneficial interest
    (84,953,972 )     (98,923,340 )
 
Net decrease in net assets
    (67,187,083 )     (282,740,635 )
 
 
Net assets:
 
       
Beginning of year
    556,973,263       839,713,898  
 
End of year (includes undistributed net investment income of $5,387,492 and $8,473,456, respectively)
  $ 489,786,180     $ 556,973,263  
 
 
Notes to Financial Statements
 
August 31, 2010
 
 
NOTE 1—Significant Accounting Policies
 
Invesco S&P 500 Index Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), formerly AIM Counselor Series Trust (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of twenty-two separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.
  Prior to June 1, 2010, the Fund operated as Morgan Stanley S&P 500 Index Fund (the “Acquired Fund”). The Acquired Fund was reorganized on June 1, 2010, (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”).
  Upon closing of the Reorganization, holders of the Acquired Fund’s Class A, Class B, Class C and Class I shares received Class A, Class B, Class C and Class Y shares, respectively of the Fund.
  Information for the Acquired Fund’s — Class I shares prior to the Reorganization is included with Class Y shares of the Fund throughout this report.
  The Fund’s investment objective is to provide investment results that, before expenses, correspond to the total return (i.e., the combination of capital changes and income) of the Standard & Poor’s® 500 Composite Stock Price Index.
  The Fund currently consists of four different classes of shares: Class A, Class B, Class C and Class Y. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class Y shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.
    A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
 
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    Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
    Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
    Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
    Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including Corporate Loans.
    Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/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.
    Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
    The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
    Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
    The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
 
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    The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Futures Contracts — The Fund may enter into futures contracts to manage exposure to interest rate, equity and market price movements and/or currency risks. A futures contract is an agreement between two parties to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in the case of an index future) for a fixed price at a future date. The Fund currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures contracts have minimal counterparty risk since the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
J. Collateral — To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund’s practice to replace such collateral no later than the next business day.
 
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
 
The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:
 
         
Average Net Assets   Rate
 
First $2 billion
    0 .12%
 
Over $2 billion
    0 .10%
 
 
  Prior to the Reorganization, the Acquired Fund paid at advisory fee of $512,574 to Morgan Stanley Investment Advisors Inc. (“MSIA”) based on the annual rates above of the Acquired Fund’s average daily net assets.
  Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).
  Effective at the date of Reorganization, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver (excluding certain items discussed below) of Class A, Class B, Class C, and Class Y shares to 0.65%, 1.40%, 1.40% and 0.40%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this limitation.
  Prior to the Reorganization, MSIA had voluntarily agreed to cap operating expenses (except for brokerage and 12b-1 fees) by assuming the Acquired Fund’s “other expenses” and/or waiving the Acquired Fund’s advisory fees, and Morgan Stanly Services Company Inc. (the “Administrator”) had agreed to waive the Acquired Fund’s administrative fees, to the extent such operating expenses exceed 0.34% of the average daily net assets of the Acquired Fund on an annualized basis.
 
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  Further, the Adviser has contractually agreed, through at least June 30, 2011, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds. Prior to the Reorganization, investment advisory fees paid by the Acquired Fund were reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class shares.
  For the year ended August 31, 2010, the Adviser and MSIA waived advisory fees of $1,057 and $522,738, respectively.
  The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund paid an administration fee of $341,615 to Morgan Stanley Services Company, Inc. For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees.
  Also, the Trust has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian, fund accountant and provides certain administrative services to the Fund.
  The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, the Acquired Fund paid $751,575 to Morgan Stanley Trust, which served as the Acquired Fund’s transfer agent. For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as transfer agent fees.
  Shares of the Fund are distributed by Invesco Distributors, Inc. (“IDI”). The Fund has adopted a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will reimburse IDI for distribution related expenses that IDI incurs up to a maximum of the following annual rates; (1) Class A — up to 0.25% of the average daily net assets of Class A shares; (2) Class B — up to 1.00% of the average daily net assets of Class B shares and (3) Class C — up to 1.00% of the average daily net assets of Class C shares.
  In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by IDI, but not yet reimbursed to IDI may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares.
  Prior to the Reorganization, the Acquired Fund had entered into master distribution agreements with Morgan Stanley Distributors Inc. (“MSDI”) to serve as the distributor for the Class A, Class B and Class C shares. Pursuant to such agreements, the Acquired Fund paid $2,009,749 to MSDI.
  For the year ended August 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as distribution fees.
  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the period June 1, 2010 to August 31, 2010, IDI advised the Fund that IDI retained $4,074 in front-end sales commissions from the sale of Class A shares and $28, $29,438 and $1,212 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders. For the period September 1, 2009 to May 31, 2010, MSDI retained $63,474 in front-end sales commissions from the sale of Class A shares and $10,258, $79,703 and $6,643 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.
  Certain officers and trustees of the Trust are officers and directors of Invesco, IIS and/or IDI.
 
NOTE 3—Additional Valuation Information
 
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
    Level 1 — Prices are determined using quoted prices in an active market for identical assets.
    Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
    Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
  The following is a summary of the tiered valuation input levels, as of August 31, 2010. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
 
                                 
    Level 1   Level 2   Level 3   Total
 
Equity Securities
  $ 489,588,797     $     $     $ 489,588,797  
 
Futures*
    (76,956 )                 (76,956 )
 
Total Investments
  $ 489,511,841     $     $     $ 489,511,841  
 
Unrealized appreciation (depreciation).
 
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NOTE 4—Derivative Investments
 
The Fund has implemented the required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.
 
Value of Derivative Instruments at Period-End
 
The table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of August 31, 2010:
 
                 
    Value
Risk Exposure/ Derivative Type   Assets   Liabilities
 
Equity risk
               
Futures contracts(a)
  $     $ (76,956 )
 
(a) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable is reported within the Statement of Assets & Liabilities.
 
Effect of Derivative Instruments for the year ended August 31, 2010
 
The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:
 
         
    Location of Gain (Loss) on
    Statement of Operations
    Futures*
 
Realized Gain
       
Equity risk
  $ 242,810  
 
Change in Unrealized Appreciation (Depreciation)
       
Equity risk
    (317,913 )
 
Total
  $ (75,103 )
 
The average value of futures outstanding during the period was $4,879,547.
 
                                 
Open Futures Contracts
                Unrealized
    Number of
  Month/
      Appreciation
Contract   Contracts   Commitment   Value   (Depreciation)
 
S&P 500 E-Mini
    88       September 2010     $ 4,612,520     $ (76,956 )
 
 
NOTE 5—Trustees’ and Officers’ Fees and Benefits
 
“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.
 
NOTE 6—Cash Balances
 
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
 
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NOTE 7—Distributions to Shareholders and Tax Components of Net Assets
 
Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2010 and 2009:
 
                 
    2010   2009
 
Ordinary income
  $ 10,000,022     $ 10,500,024  
 
 
Tax Components of Net Assets at Period-End:
 
         
    2010
 
Undistributed ordinary income
  $ 5,307,916  
 
Net unrealized appreciation (depreciation) — investments
    (32,328,582 )
 
Post-October deferrals
    (1,256,773 )
 
Capital loss carryforward
    (52,464,539 )
 
Shares of beneficial interest
    570,528,158  
 
Total net assets
  $ 489,786,180  
 
 
  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.
  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
  The Fund has a capital loss carryforward as of August 31, 2010 which expires as follows:
 
         
    Capital Loss
Expiration   Carryforward*
 
August 31, 2012
  $ 20,294,770  
 
August 31, 2017
    12,322,416  
 
August 31, 2018
    19,847,353  
 
Total capital loss carryforward
  $ 52,464,539  
 
Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
 
NOTE 8—Investment Securities
 
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended August 31, 2010 was $40,437,527 and $125,287,807, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.
 
         
Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
 
Aggregate unrealized appreciation of investment securities
  $ 99,368,475  
 
Aggregate unrealized (depreciation) of investment securities
    (131,697,057 )
 
Net unrealized appreciation (depreciation) of investment securities
  $ (32,328,582 )
 
Cost of investments for tax purposes is $521,917,379.
 
NOTE 9—Reclassification of Permanent Differences
 
Primarily as a result of differing book/tax treatment of real estate investment trust investments, on August 31, 2010, undistributed net investment income was decreased by $110,035, undistributed net realized gain (loss) was increased by $107,240 and shares of beneficial interest increased by $2,795. This reclassification had no effect on the net assets of the Fund.
 
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NOTE 10—Share Information
 
 
                                 
    Summary of Share Activity
 
    For the years ended August 31,
    2010(a)   2009
    Shares   Amount   Shares   Amount
 
Class A
                               
Sold
    3,738,277     $ 44,680,433       6,646,915     $ 64,439,524  
 
Conversion from Class B
    645,541       7,705,077       436,272       4,262,377  
 
Reinvestment of dividends
    588,507       7,062,080       788,953       7,274,152  
 
Redeemed
    (6,942,030 )     (82,784,512 )     (8,240,060 )     (80,705,634 )
 
Net increase (decrease) — Class A
    (1,969,705 )     (23,336,922 )     (367,920 )     (4,729,581 )
 
Class B
                               
Sold
    156,856       1,823,526       616,503       5,827,518  
 
Conversion to Class A
    (660,060 )     (7,705,077 )     (446,198 )     (4,262,377 )
 
Reinvestment of dividends
    97,614       1,150,870       164,097       1,485,074  
 
Redeemed
    (3,997,776 )     (46,771,647 )     (6,211,635 )     (59,812,812 )
 
Net increase (decrease) — Class B
    (4,403,366 )     (51,502,328 )     (5,877,233 )     (56,762,597 )
 
Class C
                               
Sold
    324,099       3,728,918       838,920       7,834,836  
 
Reinvestment of dividends
    87,603       1,022,327       108,883       976,681  
 
Redeemed
    (1,229,575 )     (14,262,349 )     (1,767,363 )     (16,865,136 )
 
Net increase (decrease) — Class C
    (817,873 )     (9,511,104 )     (819,560 )     (8,053,619 )
 
Class Y
                               
Sold
    164,078       1,976,792       382,657       3,893,883  
 
Reinvestment of dividends
    43,861       531,151       59,756       555,732  
 
Redeemed
    (257,580 )     (3,111,561 )     (3,630,056 )     (33,827,158 )
 
Net increase (decrease) — Class Y
    (49,641 )     (603,618 )     (3,187,643 )     (29,377,543 )
 
Net increase (decrease) in share activity
    (7,240,585 )   $ (84,953,972 )     (10,252,356 )   $ (98,923,340 )
 
(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 77% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as, securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
 
Effective November 30, 2010, all Invesco funds will be closing their Class B shares. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares, but no additional investments will be accepted in Class B shares on or after November 30, 2010. Any dividends or capital gains distributions may continue to be reinvested in Class B shares until conversion. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert.
 
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NOTE 11—Financial Highlights
 
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
 
                                         
    Class A
    Year ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of period
  $ 11.09     $ 13.94     $ 16.01     $ 14.17     $ 13.27  
 
Income (loss) from investment operations:
                                       
Net investment income(a)
    0.18       0.21       0.23       0.21       0.18  
 
Net realized and unrealized gain (loss)
    0.33       (2.83 )     (2.05 )     1.85       0.91  
 
Total income (loss) from investment operations
    0.51       (2.62 )     (1.82 )     2.06       1.09  
 
Less dividends from net investment income
    (0.24 )     (0.23 )     (0.25 )     (0.22 )     (0.19 )
 
Net asset value, end of period
  $ 11.36     $ 11.09     $ 13.94     $ 16.01     $ 14.17  
 
Total return(b)
    4.44 %     (18.43 )%     (11.55 )%     14.60 %     8.24 %
 
Net assets, end of period, in millions(c)
  $ 335,583     $ 349     $ 444     $ 521     $ 452  
 
Ratio of expenses to average net assets:
                                       
With fee waivers and/or expense reimbursements
    0.60 %(d)     0.59 %(e)     0.59 %(e)     0.58 %(e)     0.62 %
 
Without fee waivers and/or expense reimbursements
    0.69 %(d)     0.74 %(e)     0.66 %(e)     0.65 %(e)     0.66 %
 
Ratio of net investment income to average net assets
    1.47 %(d)     2.11 %(e)(f)     1.50 %(e)(f)     1.37 %(e)(f)     1.32 %(f)
 
Rebate from affiliates
          0.00 %(g)     0.00 %(g)     0.00 %(g)      
 
Supplemental data:
                                       
Portfolio turnover(h)
    7 %     7 %     10 %     3 %     4 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges.
(c) Net assets, end of period, for the year ended August 31, 2010 is stated in thousands.
(d) Ratios are based on average daily net assets (000’s omitted) of $365,074.
(e) The ratios reflect the rebate of certain Fund expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(f) Ratio of net investment income to average net assets without fee waivers and/or expense reimbursements was 1.96%, 1.43%, 1.30% and 1.28% for the years ended August 31, 2009 through August 31, 2006, respectively.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
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NOTE 11—Financial Highlights—(continued)
 
 
                                         
    Class B
    Year ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of period
  $ 10.83     $ 13.54     $ 15.52     $ 13.72     $ 12.83  
 
Income (loss) from investment operations:
 
                                       
Net investment income(a)
    0.08       0.13       0.11       0.09       0.07  
 
Net realized and unrealized gain (loss)
    0.33       (2.73 )     (1.99 )     1.79       0.87  
 
Total income (loss) from investment operations
    0.41       (2.60 )     (1.88 )     1.88       0.94  
 
Less dividends from net investment income
    (0.14 )     (0.11 )     (0.10 )     (0.08 )     (0.05 )
 
Net asset value, end of period
  $ 11.10     $ 10.83     $ 13.54     $ 15.52     $ 13.72  
 
Total return(b)
    3.68 %     (19.06 )%     (12.20 )%     13.76 %     7.35 %
 
Net assets, end of period, in millions(c)
  $ 64,102     $ 110     $ 217     $ 377     $ 534  
 
Ratio of expenses to average net assets:
 
                                       
With fee waivers and/or expense reimbursements
    1.35 %(d)     1.34 %(e)     1.34 %(e)     1.34 %(e)     1.38 %
 
Without fee waivers and/or expense reimbursements
    1.44 %(d)     1.49 %(e)     1.41 %(e)     1.41 %(e)     1.42 %
 
Ratio of net investment income to average net assets
    0.72 %(d)     1.36 %(e)(f)     0.75 %(e)(f)     0.61 %(e)(f)     0.56 %(f)
 
Rebate from affiliates
          0.00 %(g)     0.00 %(g)     0.00 %(g)      
 
Supplemental data:
 
                                       
Portfolio turnover(h)
    7 %     7 %     10 %     3 %     4 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges.
(c) Net assets, end of period, for the year ended August 31, 2010 is stated in thousands.
(d) Ratios are based on average daily net assets (000’s omitted) of $92,032.
(e) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(f) Ratio of net investment income to average net assets without fee waivers and/or expense reimbursements was 1.21%, 0.68%, 0.54% and 0.52% for the years ended August 31, 2009 through August 31, 2006, respectively.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
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NOTE 11—Financial Highlights—(continued)
 
 
                                         
    Class C
    Year ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of period
  $ 10.74     $ 13.46     $ 15.46     $ 13.70     $ 12.83  
 
Income (loss) from investment operations:
 
                                       
Net investment income(a)
    0.08       0.13       0.11       0.09       0.08  
 
Net realized and unrealized gain (loss)
    0.33       (2.72 )     (1.98 )     1.78       0.87  
 
Total income (loss) from investment operations
    0.41       (2.59 )     (1.87 )     1.87       0.95  
 
Less dividends from net investment income
    (0.16 )     (0.13 )     (0.13 )     (0.11 )     (0.08 )
 
Net asset value, end of period
  $ 10.99     $ 10.74     $ 13.46     $ 15.46     $ 13.70  
 
Total return(b)
    3.71 %     (19.01 )%     (12.21 )%     13.68 %     7.45 %
 
Net assets, end of period, in millions(c)
  $ 66,933     $ 74     $ 104     $ 132     $ 132  
 
Ratio of expenses to average net assets:
 
                                       
With fee waivers and/or expense reimbursements
    1.35 %(d)     1.34 %(e)     1.33 %(e)     1.33 %(e)     1.34 %
 
Without fee waivers and/or expense reimbursements
    1.44 %(d)     1.49 %(e)     1.40 %(e)     1.40 %(e)     1.38 %
 
Ratio of net investment income to average net assets
    0.72 %(d)     1.36 %(e)(f)     0.76 %(e)(f)     0.62 %(e)(f)     0.60 %(f)
 
Rebate from affiliates
          0.00 %(g)     0.00 %(g)     0.00 %(g)      
 
Supplemental data:
 
                                       
Portfolio turnover(h)
    7 %     7 %     10 %     3 %     4 %
 
(a) Calculated using average shares outstanding.
(b) 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. Does not include sales charges.
(c) Net assets, end of period, for the year ended August 31, 2010 is stated in thousands.
(d) Ratios are based on average daily net assets (000’s omitted) of $75,542.
(e) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(f) Ratio of net investment income to average net assets without fee waivers and/or expense reimbursements was 1.21%, 0.69%, 0.55% and 0.56% for the years ended August 31, 2009 through August 31, 2006, respectively.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
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NOTE 11—Financial Highlights—(continued)
 
 
                                         
    Class Y
    Year ended August 31,
    2010   2009   2008   2007   2006
 
Net asset value, beginning of period
  $ 11.20     $ 14.09     $ 16.17     $ 14.31     $ 13.40  
 
Income (loss) from investment operations:
 
                                       
Net investment income(a)
    0.21       0.25       0.27       0.25       0.21  
 
Net realized and unrealized gain (loss)
    0.33       (2.87 )     (2.06 )     1.86       0.92  
 
Total income (loss) from investment operations
    0.54       (2.62 )     (1.79 )     2.11       1.13  
 
Less dividends from net investment income
    (0.26 )     (0.27 )     (0.29 )     (0.25 )     (0.22 )
 
Net asset value, end of period
  $ 11.48     $ 11.20     $ 14.09     $ 16.17     $ 14.31  
 
Total return(b)
    4.72 %     (18.22 )%     (11.28 )%     14.86 %     8.46 %
 
Net assets, end of period, in millions(c)
  $ 23,168     $ 23     $ 74     $ 96     $ 99  
 
Ratio of expenses to average net assets:
 
                                       
With fee waivers and/or expense reimbursements
    0.35 %(d)     0.34 %(e)     0.34 %(e)     0.34 %(e)     0.38 %
 
Without fee waivers and/or expense reimbursements
    0.44 %(d)     0.49 %(e)     0.41 %(e)     0.41 %(e)     0.42 %
 
Ratio of net investment income to average net assets
    1.72 %(d)     2.36 %(e)(f)     1.75 %(e)(f)     1.61 %(e)(f)     1.56 %(f)
 
Rebate from affiliates
          0.00 %(g)     0.00 %(g)     0.00 %(g)      
 
Supplemental data:
 
                                       
Portfolio turnover(h)
    7 %     7 %     10 %     3 %     4 %
 
(a) Calculated using average shares outstanding.
(b) 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.
(c) Net assets, end of period, for the year ended August 31, 2010 is stated in thousands.
(d) Ratios are based on average daily net assets (000’s omitted) of $24,567.
(e) The ratios reflect the rebate of certain Portfolio expenses in connection with investments in an affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from affiliates”.
(f) Ratio of net investment income to average net assets without fee waivers and/or expense reimbursements was 2.21%, 1.68%, 1.54% and 1.52% for the years ended August 31, 2009 through August 31, 2006, respectively.
(g) Amount is less than 0.005%.
(h) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
NOTE 12—Change in Independent Registered Public Accounting Firm
 
In connection with the Reorganization of the Fund, the Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal year following May 31, 2010. The predecessor fund’s financial statements were audited by a different independent registered public accounting firm (the “Prior Auditor”). Concurrent with the closing of the Reorganization, the Prior Auditor resigned as the independent registered public accounting firm of the predecessor fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.
 
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Report of Independent Registered Public Accounting Firm
 
 
To the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust)
and Shareholders of Invesco S&P 500 Index Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco S&P 500 Index Fund (formerly known as Morgan Stanley S&P 500 Index Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of changes in net assets for the year ended August 31, 2009 and the financial highlights of the Fund for the periods ended August 31, 2009 and prior were audited by other independent auditors whose report dated October 27, 2009 expressed an unqualified opinion on those financial statements.
 
PRICEWATERHOUSECOOPERS LLP
 
October 20, 2010
Houston, Texas
 
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Calculating your ongoing Fund expenses
 
 
Example
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2010 through August 31, 2010.
 
Actual expenses
 
The table below provides information about actual account values and actual expenses. You may use the information in this table, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical example for comparison purposes
 
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information 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.
 
                                                             
                  HYPOTHETICAL
     
                  (5% annual return before
     
            ACTUAL     expenses)      
      Beginning
    Ending
    Expenses
    Ending
    Expenses
    Annualized
      Account Value
    Account Value
    Paid During
    Account Value
    Paid During
    Expense
Class     (03/01/10)     (08/31/10)1     Period2     (08/31/10)     Period2     Ratio
A
    $ 1,000.00       $ 957.00       $ 2.91       $ 1,022.23       $ 3.01         0.59 %
                                                             
B
      1,000.00         953.60         6.60         1,018.45         6.82         1.34  
                                                             
C
      1,000.00         954.00         6.60         1,018.45         6.82         1.34  
                                                             
I
      1,000.00         958.30         1.68         1,023.49         1.73         0.34  
                                                             
 
1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2010 through August 31, 2010, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
 
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Approval of Investment Advisory and Sub-Advisory Agreements
 
The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940 to approve the Invesco S&P 500 Index Fund (the Fund) investment advisory agreements. During meetings held on December 1-2, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately approved (i) an amendment to the Company’s investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) to add the Fund and (ii) an amendment to the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers) to add the Fund. In doing so, the Board determined that the investment advisory agreements are in the best interests of the Fund and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Fund’s investment advisory agreements is fair and reasonable.
 
The Board’s Fund Evaluation Process
The Fund was formed to acquire the assets and liabilities of a Morgan Stanley retail fund (the Acquired Fund) with substantially similar investment objectives, strategies and risks. At the time of approval of the investment advisory agreements, the Fund had no assets and no performance history and the portfolio managers were not employed by Invesco Advisers or one of the Affiliated Sub-Advisers.
  In determining to approve the Fund’s investment advisory agreements, the Board considered among other things, the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreements. The discussion below serves as a summary of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreements. The Board considered the information provided to them and did not identify any information that was controlling. One Trustee may have weighed a particular piece of information differently than another.
 
Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreements
A.  Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
The Board reviewed the advisory services to be provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement. The Board’s review of the qualifications of Invesco Advisers to provide these services included the Board’s consideration of Invesco Advisers’ portfolio and product review process, various back office support functions provided by Invesco Advisers and its affiliates, and Invesco Adviser’s global trading operations. In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Advisers and the series portfolios of funds advised by Invesco Advisers (the Invesco Funds), as well as the Board’s knowledge of Invesco Advisers’ operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund support the Board’s approval of the investment advisory agreements.
  The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are located in financial centers around the world, can provide research and investment analysis on the markets and economies of various countries in which the Fund invests and make recommendations on securities of companies located in such countries. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers are appropriate.
 
B.  Fund Performance
The Fund will retain the performance track record of the Acquired Fund. The Board considered the performance of the Acquired Fund and the fact that the Fund is to be managed by substantially the same portfolio management team as managed the Acquired Fund. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts, as no Affiliated Sub-Adviser currently manages assets of the Fund.
 
C.  Advisory and Sub-Advisory Fees and Fee Waivers
The Board considered that the contractual advisory fee rate of the Fund is the same as that of the Acquired Fund, that the board of the Acquired Fund had approved such fee, and that Invesco Advisers has contractually agreed to limit expenses of the Fund through June 30, 2012. The Board was provided with a comparison of the contractual advisory fee of the Fund to the uniform fee schedule applicable to other Invesco Funds and with materials prepared by Lipper, Inc. for the board of the Acquired Fund.
  The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Advisers pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Advisers and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Advisers to the Affiliated Sub-Advisers, and that Invesco Advisers and the Affiliated Sub-Advisers are affiliates.
  After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.
 
D.  Economies of Scale and Breakpoints
The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for breakpoints. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the Invesco Funds and other clients advised by Invesco Advisers.
 
E.  Profitability and Financial Resources
The Board considered information from the 2009 contract renewal process provided by Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board noted that Invesco Advisers continues to operate at a net profit. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Advisers is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Advisers has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.
 
F.  Collateral Benefits to Invesco Advisers and its Affiliates
The Board considered various other benefits to be received by Invesco Advisers and its affiliates resulting from Invesco Advisers’ relationship with the Fund, including the fees to be received by Invesco Advisers and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Advisers and its affiliates in providing these services to other Invesco Funds and the organizational structure employed by Invesco Advisers and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Advisers and its affiliates were providing these
 
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services to Invesco Funds in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.
  The Board considered the benefits realized by Invesco Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Advisers and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Advisers’ and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on its review and representations made by the Chief Compliance Officer of Invesco Advisers, these arrangements are consistent with regulatory requirements.
  The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at least June 30, 2011, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.
 
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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 advisors.
  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.
  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended August 31, 2010:
 
         
Federal and State Income Tax
   
 
Qualified Dividend Income*
    100%  
Corporate Dividends Received Deduction*
    100%  
 
  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.
 
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Proxy Results
 
 
A Special Meeting (“Meeting”) of Shareholders of Morgan Stanley S&P 500 Index Fund was held on Tuesday, May 11, 2010. The Meeting was held for the following purpose:
 
(1)  Approve an Agreement and Plan of Reorganization.
 
The results of the voting on the above matter were as follows:
 
                                     
            Votes
  Votes
  Broker
    Matter   Votes For   Against   Abstain   Non-Votes
 
 
(1)
  Approve an Agreement and Plan of Reorganization     22,428,761       1,138,106       2,501,091       0  
 
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Trustees and Officers
The address of each trustee and officer is AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Interested Persons
                         
     
 
Martin L. Flanagan1 — 1960
Trustee
  2007       Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business     214     None  
 
 
                         
 
 
          Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)              
                         
 
Philip A. Taylor2 — 1954
Trustee, President and Principal
Executive Officer
  2006       Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.     214     None  
 
 
                         
 
 
          Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.              
                         
 
Wayne M. Whalen3 — 1939 Trustee
  2010       Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation  
                         
 
Independent Trustees
                         
                         
 
Bruce L. Crockett — 1944
Trustee and Chair
  2003       Chairman, Crockett Technology Associates (technology consulting company)     214     ACE Limited (insurance company); and Investment Company Institute  
 
 
          Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)              
                         
 
David C. Arch — 1945
Trustee
  2010       Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan  
                         
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
 
3   Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such Funds in the Fund Complex.

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Bob R. Baker — 1936
Trustee
  1983       Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None  
                         
 
Frank S. Bayley — 1939
Trustee
  2003       Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None  
                         
 
James T. Bunch — 1942
Trustee
  2003       Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society  
                         
 
Rodney Dammeyer — 1940
Trustee
  2010       President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.  
                         
 
Albert R. Dowden — 1941
Trustee
  2003       Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.  
                         
 
Jack M. Fields — 1952
Trustee
  2003       Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff  
                         
 
Carl Frischling — 1937
Trustee
  2003       Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                         
 
Prema Mathai-Davis — 1950
Trustee
  2003       Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None  
                         
 
Lewis F. Pennock — 1942
Trustee
  2003       Partner, law firm of Pennock & Cooper     214     None  
                         
 
Larry Soll — 1942
Trustee
  1997       Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None  
                         

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Trustees and Officers — (continued)
                             
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
                         
 
Independent Trustees
                         
                         
 
Hugo F. Sonnenschein — 1940
Trustee
  2010       President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences  
                         
 
Raymond Stickel, Jr. — 1944
Trustee
  2005       Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None  
                         
 
Other Officers
                         
     
 
Russell C. Burk — 1958
Senior Vice President and
Senior Officer
  2005       Senior Vice President and Senior Officer of Invesco Funds     N/A     N/A  
                         
 
John M. Zerr — 1962
Senior Vice President, Chief
Legal Officer and Secretary
  2006       Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
    N/A     N/A  
                         
 
Lisa O. Brinkley — 1959
Vice President
  2004       Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A  
                         
 
Sheri Morris — 1964
Vice President, Treasurer and
Principal Financial Officer
  2003       Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A  
                         

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Trustees and Officers — (continued)
                         
                  Number of      
                  Funds in      
                  Fund Complex      
  Name, Year of Birth and   Trustee and/   Principal Occupation(s)   Overseen by   Other Directorship(s)  
  Position(s) Held with the Trust   or Officer Since   During Past 5 Years   Trustee   Held by Trustee  
             
 
Other Officers
                     
             
 
Karen Dunn Kelley — 1960
Vice President
  2003       Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
  N/A   N/A  
             
 
Lance A. Rejsek — 1967
Anti-Money Laundering
Compliance Officer
  2005       Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange- Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
  N/A   N/A  
             
 
Todd L. Spillane — 1958
Chief Compliance Officer
  2006       Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
  N/A   N/A  
             
The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.
             
Office of the Fund
  Investment Adviser   Distributor   Auditors
11 Greenway Plaza, Suite 2500
  Invesco Advisers, Inc.   Invesco Distributors, Inc.   PricewaterhouseCoopers LLP
Houston, TX 77046-1173
  1555 Peachtree Street, N.E.   11 Greenway Plaza, Suite 2500   1201 Louisiana Street, Suite 2900
 
  Atlanta, GA 30309   Houston, TX 77046-1173   Houston, TX 77002-5678
 
           
Counsel to the Fund
  Counsel to the Independent   Transfer Agent   Custodian
Stradley Ronon Stevens & Young, LLP
  Trustees   Invesco Investment Services, Inc.   State Street Bank and Trust Company
2600 One Commerce Square
  Kramer, Levin, Naftalis & Frankel LLP   P.O. Box 4739   225 Franklin
Philadelphia, PA 19103
  1177 Avenue of the Americas   Houston, TX 77210-4739   Boston, MA 02110-2801
 
  New York, NY 10036-2714        

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(LOGO)
 
Invesco mailing information
Send general correspondence to Invesco, P.O. Box 4739, Houston, TX 77210-4739.
 
Invesco privacy policy
You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.
     Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.
     Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.
 
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
 
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-09913 and 333-36074.
     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.
     Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010, and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website, sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010, is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.
(INVESCO LOGO)
     Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.
         
 
 
  MS-SPI-AR-1   Invesco Distributors, Inc.

 


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ITEM 2.   CODE OF ETHICS.
As of the end of the period covered by this report, the Registrant had adopted a code of ethics (the “Code”) that applies to the Registrant’s principal executive officer (“PEO”) and principal financial officer (“PFO”). The Code was amended in June, 2010, to (i) add an individual to Exhibit A and (ii) update the names of certain legal entities. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.
ITEM 3.   AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial expert is Raymond Stickel, Jr. Mr. Stickel is “independent” within the meaning of that term as used in Form N-CSR.
ITEM 4.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Fees Billed by PWC Related to the Registrant
     The following information relates to the series funds of the Registrant covered by this report and includes information pertaining to principal accountant fees and services rendered to such funds for the two most recently completed fiscal years or, if shorter, since a fund’s commencement of operations:
                                 
            Percentage of Fees                
            Billed Applicable             Percentage of Fees  
            to Non-Audit             Billed Applicable to  
            Services Provided             Non-Audit Services  
    Fees Billed for     for fiscal year end             Provided for fiscal  
    Services Rendered     2010 Pursuant to     Fees Billed for     year end 2009  
    to the Registrant     Waiver of Pre-     Services Rendered     Pursuant to Waiver  
    for fiscal year end     Approval     to the Registrant for     of Pre-Approval  
    2010     Requirement(1)     fiscal year end 2009     Requirement(1)  
 
                               
Audit Fees
  $ 557,050       N/A     $ 296,296       N/A  
Audit-Related Fees(2)
  $ 0       0 %   $ 6,000       0 %
Tax Fees(3)
  $ 121,874       0 %   $ 59,206       0 %
All Other Fees
  $ 0       0 %   $ 0       0 %
 
                           
Total Fees
  $ 678,924       0 %   $ 361,502       0 %
PWC billed the Registrant aggregate non-audit fees of $121,874 for the fiscal year ended 2010, and $65,206 for the fiscal year ended 2009, for non-audit services rendered to the Registrant.
 
(1)   With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
 
(2)   Audit-Related Fees for the fiscal year ended August 31, 2009 includes fees billed for completing agreed-upon procedures related to fund mergers.
 
(3)   Tax fees for the fiscal year end August 31, 2010 includes fees billed for reviewing tax returns. Tax fees for the fiscal year end August 31, 2009 includes fees billed for reviewing tax returns and consultation services.

 


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Fees Billed by PWC Related to Invesco and Invesco Affiliates
     PWC billed Invesco Advisers, Inc. (“Invesco”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years or, if shorter, since a fund’s commencement of operations as follows:
                                 
    Fees Billed for Non-             Fees Billed for Non-        
    Audit Services             Audit Services        
    Rendered to Invesco     Percentage of Fees     Rendered to Invesco     Percentage of Fees  
    and Invesco     Billed Applicable to     and Invesco     Billed Applicable to  
    Affiliates for fiscal     Non-Audit Services     Affiliates for fiscal     Non-Audit Services  
    year end 2010 That     Provided for fiscal     year end 2009 That     Provided for fiscal  
    Were Required     year end 2010     Were Required     year end 2009  
    to be Pre-Approved     Pursuant to Waiver     to be Pre-Approved     Pursuant to Waiver  
    by the Registrant’s     of Pre-Approval     by the Registrant’s     of Pre-Approval  
    Audit Committee     Requirement(1)     Audit Committee     Requirement(1)  
 
                               
Audit-Related Fees
  $ 0       0 %   $ 0       0 %
Tax Fees
  $ 0       0 %   $ 0       0 %
All Other Fees
  $ 0       0 %   $ 0       0 %
 
                       
Total Fees(2)
  $ 0       0 %   $ 0       0 %
 
(1)   With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant, Invesco and Invesco Affiliates to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
 
(2)   Including the fees for services not required to be pre-approved by the registrant’s audit committee, PWC billed Invesco and Invesco Affiliates aggregate non-audit fees of $0 for the fiscal year ended 2010, and $0 for the fiscal year ended 2009, for non-audit services rendered to Invesco and Invesco Affiliates.
 
    The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PWC’s independence. To the extent that such services were provided, the Audit Committee determined that the provision of such services is compatible with PWC maintaining independence with respect to the Registrant.

 


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PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES

As adopted by the Audit Committees of
the Invesco Funds (the “Funds”)
Last Amended May 4, 2010
Statement of Principles
Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committees of the Funds’ (the “Audit Committees”) Board of Trustees (the “Board”) are responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committees pre-approve the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations.
Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committees (“general pre-approval”) or require the specific pre-approval of the Audit Committees (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committees before payment is made. The Audit Committees will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services.
The Audit Committees will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee generally on an annual basis. The term of any general pre-approval runs from the date of such pre-approval through September 30th of the following year, unless the Audit Committees consider a different period and state otherwise. The Audit Committees will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.
The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committees in fulfilling their responsibilities.
Delegation
The Audit Committees may from time to time delegate pre-approval authority to one or more of its members who are Independent Trustees. All decisions to pre-approve a service by a delegated member shall be reported to the Audit Committees at the next quarterly meeting.
Audit Services
The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committees. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committees will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.
In addition to the annual Audit services engagement, the Audit Committees may grant either general or specific pre-approval of other audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the

 


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inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
Non-Audit Services
The Audit Committees may provide either general or specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committees believe that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC’s Rules on auditor independence, and otherwise conforms to the Audit Committees’ general principles and policies as set forth herein.
Audit-Related Services
“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; and agreed-upon procedures related to mergers, compliance with ratings agency requirements and interfund lending activities.
Tax Services
“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committees will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committees will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy.
No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.
Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, in connection with seeking Audit Committees’ pre-approval of permissible Tax services, the Auditor shall:
  1.   Describe in writing to the Audit Committees, which writing may be in the form of the proposed engagement letter:
  a.   The scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the Fund, relating to the service; and
 
  b.   Any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor and any person (other than the Fund) with respect to the promoting, marketing, or recommending of a transaction covered by the service;
  2.   Discuss with the Audit Committees the potential effects of the services on the independence of the Auditor; and
 
  3.   Document the substance of its discussion with the Audit Committees.
All Other Auditor Services
The Audit Committees may pre-approve non-audit services classified as “All other services” that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy.

 


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Pre-Approval Fee Levels or Established Amounts
Pre-approval of estimated fees or established amounts for services to be provided by the Auditor under general or specific pre-approval policies will be set periodically by the Audit Committees. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committees at the quarterly Audit Committees meeting and will require specific approval by the Audit Committees before payment is made. The Audit Committees will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services.
Procedures
Generally on an annual basis, Invesco Advisers, Inc. (“Invesco”) will submit to the Audit Committees for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request.
Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committees will be submitted to the Funds’ Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committees. The Audit Committees will be informed at the next quarterly scheduled Audit Committees meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means.
Each request to provide services that require specific approval by the Audit Committees shall be submitted to the Audit Committees jointly by the Fund’s Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the policies and procedures and the SEC Rules.
Each request to provide tax services under either the general or specific pre-approval of the Audit Committees will describe in writing: (i) the scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the audit client, relating to the service; and (ii) any compensation arrangement or other agreement between the Auditor and any person (other than the audit client) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will discuss with the Audit Committees the potential effects of the services on the Auditor’s independence and will document the substance of the discussion.
Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committees for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied.
On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services.
The Audit Committees have designated the Funds’ Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds’ Treasurer will report to the Audit Committees on a periodic basis as to the results of such monitoring. Both the Funds’ Treasurer and management of Invesco will immediately report to the chairman of the Audit Committees any breach of these policies and procedures that comes to the attention of the Funds’ Treasurer or senior management of Invesco.

 


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Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures
Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund’s financial statements)
    Bookkeeping or other services related to the accounting records or financial statements of the audit client
 
    Financial information systems design and implementation
 
    Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
 
    Actuarial services
 
    Internal audit outsourcing services
Categorically Prohibited Non-Audit Services
    Management functions
 
    Human resources
 
    Broker-dealer, investment adviser, or investment banking services
 
    Legal services
 
    Expert services unrelated to the audit
 
    Any service or product provided for a contingent fee or a commission
 
    Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance
 
    Tax services for persons in financial reporting oversight roles at the Fund
 
    Any other service that the Public Company Oversight Board determines by regulation is impermissible.
ITEM 5.   AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6.   SCHEDULE OF INVESTMENTS.
Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.
ITEM 7.   DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8.   PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.
Not applicable.
ITEM 9.   PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 11.   CONTROLS AND PROCEDURES.
(a)   As of September 16, 2010, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess

 


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    the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of September 16, 2010, the Registrant’s disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.
 
(b)   There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
     
12(a) (1)
  Code of Ethics.
 
   
12(a) (2)
  Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
 
   
12(a) (3)
  Not applicable.
 
   
12(b)
  Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:   AIM Counselor Series Trust (Invesco Counselor Series Trust)
         
     
By:   /s/ Philip A. Taylor      
  Philip A. Taylor     
  Principal Executive Officer     
 
Date: November 8, 2010
Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
     
By:   /s/ Philip A. Taylor      
  Philip A. Taylor     
  Principal Executive Officer     
 
Date: November 8, 2010
         
     
By:   /s/ Sheri Morris      
  Sheri Morris     
  Principal Financial Officer     
 
Date: November 8, 2010

 


EXHIBIT INDEX
     
12(a)(1)
  Code of Ethics.
 
   
12(a)(2)
  Certifications of principal executive officer and principal Financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
 
   
12(a)(3)
  Not applicable.
 
   
12(b)
  Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.